PONDY OXIDES &CHEMICALS LIMITED POCL

Transcription

1 PONDY OXIDES &CHEMICALS LIMITED POCL December 25,2013 To, The General Manger, Department of Listing The Bombay Stock Exchange, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai Dear Sir/Madam, Sub: Demerger ofm/s. Pondy Oxides and Chemicals Limited with M/s POCL Enterprises Limited You are aware of the Demerger proposal of M/s. Pondy Oxides and Chemicals Limited (Transferor Company or Demerged Company) with M/s. POCL Enterprises Limited (Transferee Company or Resulting Company) vide our intimations at various stages of consideration by the Board. The Board in its meeting held on December 18, 2013 has approved the Scheme of Demerger along witb the Valuation Report, Fairness Opinion and other related matters. According to the Scheme and Decision taken by the Board four undertakings of the Demerged Company will be transferred to the Resulting Company. In accordance with Clause 24 of the Listing Agreement, we herewith submit the Scheme of Demerger along with all necessary annexure (as per the list of annexure enclosed) for your approval, before the same is submitted with Hon'ble High Court of Madras. Further we are also forwarding an additional copy of the Scheme and other related papers to be submitted to Securities and Exchange Board of India (SEBI) through BSE as the Company has appointed BSE as its Designated Stock Exchange. We are enclosing Cheque No dated for Rs. 1,01,124/- (Rupees One Lakh One ThOusand One Hundred and Twenty Four Only) drawn on HDFC Bank favouring "BSE Limited" towards processing fees of the Scheme after deducting TDS of Rs. 11,236/- on the gross amount of 1,12,360/- (Rs. 1/00,000 Plus Rs. 12,360 ofservice tax) We shall be pleased to furnish any further information that may be required by you. Thanking you, For Pondy Oxides and Chemicals Limited KKumaravel GM Finance and Company Secretary KRM Centre, 4th Floor, # 2, Harrington Road, Chetpet, Chennal India. Ph. : , Fax: info@pocl.co.in Web:

2 POCL An ISO Certified Company I S.No I i Documents Annexure No. 1. Certified true copy of the resolution passed by the Board of 1 Directors of the company for approving the Scheme of Demerger 2. Certified copy of the draft Scheme of Demerger proposed to be 2 filed before the High Court. i 3. Valuation report from Independent Chartered Accountant as applicable as per Para 4 of SEBI Circular no. CIR/CFD/DIL/8/2013 dated May 21, 2013, I I 3 i Page Nos. 1-2, 'd,i tl I I!., '1. 4. Report from the Audit Committee recommending' the draft scheme taking into consideration, inter alia, the valuation report at Sr. No.3 above I I! 5. Fairness opinion by Merchant Banker Shareholding pattern of all the companies pre and post Amalgamation / Arrangement as per Clause 35 of the Listing Agreement i 7. Audited financials of the transferee/resulting and transferor/demerged companies for the last 3 financial years (financials not being more than 6 months old) i Report as per clause 49 of the listing d!:)l 1:::1::: Compliance report with the requirements specified in Part-A of the circular CIR/CFD/DIL/5/2013 dated February 4, I 10. If as per the company, approval from the shareholders through postal ballot and e-voting, as required under Para 5.16(a), is not applicable then as required under Para 5.16 (b), submit the following: a) An undertaking certified by the auditor clearly stating the reasons for non applicability of Para 5.16(a). b) Certified copy of Board of Director's resolution approving the aforesaid auditor certificate. I 10-A 10-B i For PONDY OXIDES &CHEMICALS LTD.. t~c::... <> -----' -\.. u..(l > GM Finance &Company Secretary

3 An ISO Certified Company S.No Documents Annexure Page No. Nos. 11. Stock Exchange (DSE) for the purpose of coordinating with SEB!. Certified true copy of the resolution passed by the Board of Directors, in case BSE is DSE. 12. Brief details of the transferee/resulting and transferor/demerged companies I 13. Networth certificate (excluding Revaluation Reserve) together with related workings pre and post scheme for the Demerged Company and the Resulting Company. I I 14. Capital evolution details of the transferee/resulting and transferor/demerged companies. I ;,! I! ; 15. Confirmation by the Company Secretary of the Demerged Company i! i! I, 16. StatutolY Auditor's Certificate confirming the compliance of the accounting treatment as specified in the Clause 24(i) of the listing agreement. i 17. Listing Status of the Resulting Company I 18. Details of Assets and Liabilities to be Demerged Percentage calculation of Networth, Turnover and Profit after Tax between Demerged Division and Other Division of the Demerged Company 20. Confirmation from Company Secretary of Demerged Company Confirmation by Managing Director of Resulting Company I Annual Reports of the transferee/resulting and i I transferor/demerged companies for the last financialyear. I I For PONDY OXIDES &CHEMICALS LTD. ~'~~--~~~-4 ~ GM Finance & Company Secretary

4 . -ANNf.:.tttJRf 1 PONDY OXIDES &CHEMICALS LIMITED POCL CERTIFIED TRUE COpy OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF M/S. PONDY OXIDES AND CHEMICALS LIMITED AT THEIR MEETING HELD ON 18 TH DECEMBER 2013 ====================================~============================= Approval of the Scheme ofarrangement/demerger "RESOLVED THAT pursuant to the provisions of sections 391 to 394 and other applicable provisions, if any, of the Companies Act, 1956 and subject to the approval of the members/creditors and approval by the High Court of Madras, the Scheme of Arrangement in terms ofthe draft produced at the meeting duly initialed by the Chairman for the purpose of identification, for demerger of four undertakings of the Company namely Unit 1- Metallic Oxides Division (MOD), Unit II- Plastic Additives Division (PAD), Unit V- Zinc Refining Division (ZRD) and Unit VI- Lead Refining Division CARD) respectively referred to in the Scheme as "Demerged Undertaking 1", "Demerged Undertaking 2", "Demerged Undertaking 3" and "Demerged Undertaking 4" into the wholly owned subsidiary of the Company M/s. POCL Enterprises Limited be and is hereby approved with effect from 1 st April, 2013 being the 'Appointed Date'. RESOVLED FURTHER THAT Mr. Sunil Kumar Bansal, Director and/or Mr. K Kumaravel, GM Finance and Company Secretary of the Company. be and are hereby autho'rised severally to make any such alterations and changes therein as may be expedient or necessary for satisfying the requirements or conditions imposed by the High Court of Madras/Tribunal provided that prior approval of the Board shall be obtained for making any material changes in the said Draft Scheme of Arrangement as approved in this meeting. RESOLVED FURTHER THAT in the Opinion of the Board, the said Scheme of Arrangement of M/s Pondy Oxides and Chemicals Limited and M/s. POCL Enterprises Limited and their respective shareholders will be advantageous and beneficial to the shareholders of the Company and the terms thereof are fair and reasonable and the proposed proportion of allotment of 1 (One) Equity Share ofrs. 10/- each credited as fully paid up of the Resulting Company for every 2 Equity Shares of Rs. 10/- each held by the shareholders of the Demerged Company is also fair and reasonable. RESOLVED FURTHAT THAT Mr. Sunil Kumar Bansal, Director and/or Mr. K Kumaravel, GM Finance and Company Secretary be and are hereby severally authorised to take all the necessary steps, in connection with the filing of: (a) Application to the High Court/Tribunal for seeking directions for holding the meetings of the shareholders/creditors of the company and to give Vakalatnama, Power of Attorney, in favour of Mr. Hari Shankar Mani, Advocate and to give any statement, declarations, affidavit, confirmation to the High Court of Madras/Tribunal. (b) Petitions for confirmation of the Scheme by the Hon'ble High Court of Madras; and (c) To do all acts and things as may be considered necessary and expedient in relation thereto and for that purpose to engage any counsel.. kr):'~' '..,..., 61 r ~1!ci i.''':'~~ '~.. KRM Centre l 4th Floo~ # 21 Harrington Road l Chetpet, Chennai India ::."-.... '" Ph. : , Fax: , info@pod.co.in Web:

5 PONDY OXIDES &CHEMICALS LIMITED POCL RESOLVED FURTHER THAT subject to the directions as may be issued by the Hon'ble High Court of Madras/Tribunal, pursuant to the provisions of Section of the Companies Act, 1956 a General Meeting of the Members of the Company be convened at a date in consultation with the said High Court and that the Hon'ble High Court/Tribunal be requested to appoint Mr. Ani! Kumar Bansal, or Mr. K Kumaravel to call, hold and conduct the meeting as may be directed by the Court." / /CERTIFIED TO BE TRUE\ \ For M/S PONDY OXIDES AND CHEMICALS LIMITED -1- KRM Centre, 4th Floor, # 2, Harrington Road, Chetpet, Chennai India. Ph. : , Fax: info@pocl.co.inweb:vwffl.pocl.co.in

6 SCHEME OF ARRANGEMENT (DEMERGER) BETWEEN PONDY OXIDES AND CHEMICALS LIMITED (" Demerged or Transferor Company") AND POCL ENTERPRISES LIMITED ("Resulting or Transferee Company") AND THEIR RESPECTIVE SHAREHOLDERS (Under the provisions of Section 391 to 394 of the Companies Act, 1956) I. PREAMBLE 1.1 Pondy Oxides and Chemicals Limited (hereinafter referred to as "Demerged Company or Transferor Company"), having its registered office at KRM Centre, 4th Floor, #2, Harrington Road, Chetpet, Chennai was incorporated on the 21 st day of March, 1995 in the State of Tamil Nadu. The Demerged Company is engaged in the businesses of Metallic Oxides Business ("Demerged Undertaking 1" or "Metallic Oxides Division"), Plastic Additives Business ("Demerged Undertaking 2" or "Plastic Additives Division"), Zinc Refining Business ("Demerged Undertaking 3" or "Zinc Refining Division"), Unwrought Lead Business ("Demerged Undertaking 4" or "Lead Refining Division") and the Lead Smelting (Primary and Secondary)/High Purity Lead! Specialised Alloys! Master Lead Alloys! Compound Business ("Remaining Business") (hereinafter referred to as the "Businesses of the Demerged Company"). The equity shares of the Demerged Company is listed on the Bombay Stock Exchange of India Limited ("BSE") and the Madras Stock Exchange Limited ("MSE") and admitted to trading on National Stock Exchange of India Limited ("NSE") under permitted category by virtue of its listing on Madras Stock Exchange Limited ("MSEl 1.2 POCL Enterprises Limited (hereinafter referred to as "Resulting Company or Transferee Company"), having its registered office at KRM Centre, 4th Floor, #2, Harrington Road, Chetpet, Chennai was incorporated on the 20th day of May 1988 in the State of Tami! Nadu. The Resulting Company is engaged in the business of (i) import, export, buy, sell, supply, distribute, store, stock, maintain and or otherwise handle and deal in all kinds, finished or unfinished, of products, goods or commodities, parts, ingredients, metals, chemicals, raw materials, accessories, plant and machinery, food and allied products or any other Goods by whatever name called (ii) To carry on the business of manufacturing, distributing, buying, selling supplying, converting, importing, exporting, storing, stocking, CERTlFIED TRUE COpy.For PONDY OXIDES &CHEMICALS LTD. '" ->----'\ ~!:B~ '. GM Finance & Company Secretary

7 2 treating, refining, repairing, maintaining, charging, re-charging, re-storing, re-conditioning, Zinc Metal, Lead Metal, Zinc Ingots, Zinc Dross, Zinc Oxide, Lead Sub Oxide, Lead Oxide, Litharge, Red Lead, Zinc Lead Salt and Oxide, Salts and Oxides of other metals including PVC Stabilizers and all types of batteries, including storage batteries, dry batteries, button batteries, solar power 'batteries or other- batteries, their components, parts, ingredients, substances, systems, consumables, accessories or fittings and to do all acts and things necessary for the attainment of foregoing objects (hereinafter referred to as the "Business of the Resulting Company"). The Resulting Company is an unlisted public company and the entire issued, subscribed and paid up equity share capital is held by the Demerged Company. By virtue of the shareholding pattern, the Resulting Company is a wholly-owned subsidiary ofthe Demerged Company. 1.3 The businesses of the Demerged Company are presently structured and carried on by way of separate undertakings for Metallic Oxides Division, Plastic Additives Division, Zinc Refining Division, Lead Refining Division, and Lead Smelting! Compound Division. 1.4 The considerations, factors and financials applicable to the businesses comprised in different undertakings, including growth trajectories, maturity age and requirement of funds, are different in nature in comparison to the business in other divisions of the Demerged Company. 1.5 As part of an overall business reorganization plan and in order to provide for the optimum running, growth and development of the divisions and interests of the Demerged Company it is necessary to segregate and realign the same appropriately. In these circumstances it is considered desirable and expedient to restructure the businesses of the Demerged Company by demerging, transferring and vesting the Metallic Oxides Division, Plastic Additives Division, Zinc Refining Division, Lead Refining Division (hereinafter jointly referred to as "Demerged Undertakings") of the Demerged Company into the Resulting Company in the manner and on the terms conditions stated in this Scheme of Arrangement. 1.6 In order to ensure accelerated growth and improved profitability, it would be advantageous for the Demerged Company, to focus more on the individual products and to give value addition to the shareholders by demerging the verticals representing the Demerged Undertakings and retaining the verticals representing the Remaining Business to have a positive impact on the company's growth plan to excel in the non-ferrous fields and create a stronger foot hold in the market space by further increase in its presence as a focused player in the non-ferrous metals industry. The re-organisation, essentially to ensure better CERTlF\ED TRUE copy

8 operational management and focus on accelerated growth, will ensure higher returns to the shareholders, creditors, employees and is also in general public interest. 1.7 The Scheme will enable the businesses comprised in the Demerged Undertaking and Remaining Undertaking to be pursued and carried on more conveniently and advantageously with greater focus and attention through two separate entities/companies, i.e. Demerged Company and Resulting Company, each having their own management team and administrative set up. The same will facilitate the business considerations and factors applicable to the said businesses to be addressed more effectively and adequately by the respective companies. 1.8 Further, in case of any potential financial investor or other strategic partner interested in supporting and taking a stake in the business comprised in the Demerged Undertaking may not be interested in the Remaining Undertaking and vice versa by reason of the difference and divergence in the nature and financiais of such businesses. The Scheme will enable independent evaluation of the said respective businesses through two separate companies and participation therein of suitable investors and strategic partners. The same will enable running and operation of the said businesses and growth and development plans thereof to be funded independently and unlock and enhance shareholders value. 1.9 The Scheme will have beneficial resutts for the said Companies, their shareholders and all concemed. The Scheme is proposed accordingly. 2.1 DEFINITIONS (a) "Act" means the Companies Act, 1956 or any statutory modification or re-enactment thereof for the time being in force. (b) "Appointed Date" means the date from which this Scheme shall become operative viz., 1 st April 2013 or any other date as modified by the Court, then the same shall be the Appointed Date. (c) "Book Value(s)" means the value(s) of the assets and the liabilities of the Demerged Undertaking as appearing in the books of accounts of the Demerged Company at the close of the business as on the day immediately preceding the appointed date and excluding any value arising out of revaluation. CERilflEO TRUE COP,! I'v~,, If!,~.:)'-()\ ' (Gil"'l ';',1 >1 -=c.\60 rs,! F;) ~ 5',..- ~,~...~';"-:_-:;\.,/,","/

9 (d) "Court" means the Hon'ble High Court of Jud icature at Mad ras or such other Court / Tribunal empowered to sanction the Scheme as per the provisions of the Act. (e) "Demerged Company or Transferor Company" means Pondy Oxides and Chemicals Limited, a public listed company having its registered office at KRM Centre, 4th Floor, #2 Harrington Road, Chetpet, Chennai (~ "Demerged Undertaking 1" or the "Metallic Oxides Division" means the Metallic Oxides Business of the Demerged Company more particularly listed down under Schedule "A" & "8" which would be transferred on a going concern basis to the Resulting Company on and from the Appointed Date and subject to any changes, modifications and alterations from time to time as on the Appointed Date to the Effective Date and shall includei) All the assets and liabilities forming part of the Demerged Undertaking 1; ii) All debts, liabilities, duties and obligations including reserves, if any, appertaining or allocated to the Demerged Undertaking 1; iii) Without prejudice to the generality of sub-clauses (i) and (ii) above, the Demerged Undertaking 1 of the Demerged Company shall include all assets and properties, whether movable or immovable, real or personal, fixed assets, in possession or reversion, corporeal or incorporeal, tangible or intangible, present assets including stock, investments, claims, powers, authorities, allotments, approvals, registrations, contracts, engagements, arrangements, and any other approvals/documents/application in relation to the operations of the Demerged Undertaking 1 rights, titles, interests, benefits, advantages, lease-hold rights, tenancy rights, permits, authorisations, quota rights, including reserves, provisions, funds, equipment and installations and utilities, electricity, water and other service connections, records, files, employees, benefits of agreements, contracts and arrangements, powers, authorities, balances with all regulatory authorities, liberties, advantages, easements and ai/ the right, title, interest, goodwill, reserves, provisions, advances, receivables, funds, cash, bank balances, accounts, earnest moneys/ security deposits and all other rights, claims and powers, of whatsoever nature and where so ever situated belonging to or in the possession of or granted in favour of or enjoyed by the Demerged Undertaking 1 of the Demerged Company, as on the commencement of the Appointed Date and all earnest money and/or deposits including security deposits paid by the Demerged Company in CERTIFIED TRUE COpy

10 5 relation to the Demerged Undertaking 1 as on the commencement of the Appointed Date and all other rights, benefits available under any rules, regulations, statutes including direct and indirect tax laws and particularly VAT/CST benefits, Service Tax, Cenvat benefits, import and export benefits and excise/custom duty benefits of the Demerged Company in relation to the Demerged Undertaking 1 and in each case, as on the Appointed Date and as modified and altered from time to time to the Effective Date. (g) "Demerged Undertaking 2" or the "Plastic Additive Division" means the Plastic Additives Business of the Demerged Company more particularly listed down under Schedule "e" & "0" which would be transferred on a going concern basis to the Resulting Company on and from the Appointed Date and subject to any changes, modifications and alterations from time to time as on the Appointed Date to the Effective Date and shall includei). All the assets and liabilities forming part of the Demerged Undertaking 2 ; ii) All debts, liabilities, duties and obligations including reserves, if any, appertaining or allocated to the Demerged Undertaking 2; iii) Without prejudice to the generality of sub-clauses (i) and (ii) above, the Demerged Undertaking 2 of the Demerged Company shall include all assets and properties, whether movable or immovable, real or personal, fixed assets, in possession or reversion, corporeal or incorporeal, tangible or intangible, present assets including stock, investments, claims, powers, authorities, allotments, approvals, registrations, contracts, engagements, arrangements, and any other approvals/documents/application in relation to the operations of the Demerged Undertaking 2 rights, titles, interests, benefits, advantages, lease-hold rights, tenancy rights, permits, authorisations, quota rights, including reserves, provisions, funds, equipment and installations and utilities, electricity, water and other service connections, records, files, employees, benefits of agreements, contracts and arrangements, powers, authorities, balances with all regulatory authorities, liberties, advantages, easements and all the right, title, interest, goodwill, reserves, provisions, advances, receivables, funds, cash, bank balances, accounts, earnest moneys/ security deposits and all other rights, claims and powers, of whatsoever nature and where so ever situated belonging to or in the possession of or granted in favour of or enjoyed by the Demerged Undertaking 2 of the Demerged Company, as on the commencement of the Appointed Date and all earnest money CERTlFlED TRUE copy

11 6 and/or deposits including security deposits paid by the Demerged Company in relation to the Demerged Undertaking 2 as on the commencement of the Appointed Date and all other rights, benefits available under any rules, regulations, statutes including direct and indirect tax laws and particularly VAT/CST benefits, Service Tax, Cenvat benefits, import and export benefits and excise/custom duty benefits of the Demerged Company in relation to the Demerged Undertaking 2 and in each case, as on the Appointed Date and as modified and altered from time to time to the Effective Date. (h) "Demerged Undertaking 3" or the "Zinc Refining Division" means the Zinc Refining ~usiness of the Demerged Company more particularly listed down under Schedule "E" &"F" which would be transferred on a going concern basis to the Resulting Company on and from the Appointed Date and subject to any changes, modifications and alterations from time to time as on the Appointed Date to the Effective Date and shall includei) All the assets and liabilities forming part of the Demerged Undertaking 3 ; ii) All debts, liabilities, duties and obligations including reserves, if any, appertaining or allocated to the Demerged Undertaking 3; iii) Without prejudice to the generality of sub-clauses (i) and (ii) above, the Demerged Undertaking 3 of the Demerged Company shall include all assets and properties, whether movable or immovable, real or personal. fixed assets, in possession or reversion, corporeal or incorporeal. tangible or intangible, present assets including stock, investments, claims, powers, authorities, allotments, approvals, registrations, contracts, engagements, arrangements, and any other approvals/documents/application in relation to the operations of the Demerged Undertaking 3 rights, titles, interests, benefits, advantages, lease-hold rights, tenancy rights, permits, authorisations, quota rights, including reserves, provisions, funds, equipment and installations and utilities, electricity, water and other service connections, records, files, employees, benefits of agreements, contracts and arrangements, powers, authorities, balances with all regulatory authorities, liberties, advantages, easements and all the right, title, interest, goodwill, reserves, provisions, advances, receivables, funds, cash, bank balances, accounts, earnest moneys/ security deposits and all other rights, claims and powers, of whatsoever nature and where so ever situated belonging to or in the possession of or granted in favour of or enjoyed by the Demerged Undertaking 3 of the Demerged

12 7 Company, as on the commencement of the Appointed Date and ai' earnest money and/or deposits including security deposits paid by the Demerged Company in relation to the Demerged Undertaking 3 as on the commencement of the Appointed Date and all other rights, benefits available under any rules, regulations, statutes including direct and indirect tax laws and particularly VAT/CST benefits, Service Tax, Cenvat benefits, import and export benefits and excise/custom duty benefits of the Demerged Company in relation to the Demerged Undertaking 3 and in each case, as on the Appointed Date and as modified and altered from time to time to the Effective Date. (i) "Demerged Undertaking 4" or the" Lead Refining Division" means the Unwrought Lead Business of the Demerged Company more particularly listed down under Schedule "G" & "H" which would be transferred on a going concern basis to the Resulting Company on and from the Appointed Date and subject to any changes, modifications and alterations from time to time as on the Appointed Date to the Effective Date and shall includei) All the assets and liabilities forming part of the Demerged Undertaking 4: H) All debts, liabilities, duties and obligations including reserves, if any, appertaining or allocated to the Demerged Undertaking 4; iii) Without prejudice to the generality of sub-clauses (I) and (ii) above, the Demerged Undertaking 4 of the Demerged Company shall include all assets and properties, whether movable or immovable, real or personal, fixed assets, in possession or reversion, corporeal or incorporeal. tangible or intangible, present assets including stock, investments, claims, powers, authorities, allotments, approvals, registrations, contracts, engagements, arrangements, and any other approvals/documents/application in relation to the operations of the Demerged Undertaking 4 rights, titles, interests, benefits, advantages, lease-hold rights, tenancy rights, permits, authorisations, quota rights, including reserves, provisions, funds, equipment and installations and utilities, electricity, water and other service connections, records, files, employees, benefits of agreements, contracts and arrangements, powers, authorities, balances with all regulatory authorities, liberties, advantages, easements and all the right, title, interest, goodwill, reserves, provisions, advances, receivables, funds, cash, bank balances, accounts, earnest moneys! security deposits and all other rights, claims and powers, of whatsoever CERTIFlEO T~UE COpy

13 8 nature and where so ever situated belonging to or in the possession of or granted in favour of or enjoyed by the Demerged Undertaking 4 of the Demerged Company, as on the commencement of the Appointed Date and all earnest money and/or deposits including security deposits paid by the Demerged Company in relation to the Demerged Undertaking 4 as on the commencement of the Appointed Date and all other rights, benefits available under any rules, regulations, statutes including direct and indirect tax laws and particularly VAT/CST benefits, Service Tax, Cenvat benefits, import and export benefits and excise/custom duty benefits of the Demerged Company in relation to the Demerged Undertaking 3 and in each case, as on the Appointed Date and as modified and altered from time to time to the Effective Date. G) "Demerged Undertakings" means and includes Demerged Undertaking 1, Demerged Undertaking 2, Demerged Undertaking 3and Demerged Undertaking 4. (k) "Effective Date" means the later of the dates on which the certified copies of the Orde~s) of the Court sanctioning this Scheme of Arrangement (Demerger) are filed WITh the Registrar of Companies, Tamilnadu, Chennal, by the Demerged Company and the Resulting Company. References in this Scheme to 'upon the Scheme becoming effective' or 'effectiveness of the Scheme' shall mean the 'Effective Date'. (I) "Record Date for Demerged Company" shall mean the date or dates to be fixed by the Board of Directors of the Demerged Company for the purposes of taking the Scheme on record and to complete all compliances/formalities with respect to the Scheme. (m) "Record Date for Resulting Company" shall mean the date or dates to be fixed by the Board of Directors of the Resulting Company for the purpose of issue and allotment of Equity Shares under this Scheme. (n) "Remaining Undertaking" means all the business, undertakings and divisions of the Demerged Company other than the Demerged Undertakings transferred to, and vested in, the Resulting Company pursuant to this Scheme. (0) "Resulting Company or Transferee Company" means POCL Enterprises Limited, a public unlisted company having its registered office at KRM Centre, 4th Floor, #2, Harrington Road, Chetpet, Chennai tl)

14 9 (p) "Scheme of Arrangement (Demerger)" or "Scheme of Demerger" or "this Scheme' or "the Scheme" means this Scheme of Arrangement (Demerger) in its present form or with any modification(s) approved or imposed or directed by the Court. (q) All terms and words not defined in this Scheme shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning as ascribed to them under the Act and other applicable laws, rules and regulations, as the case may be, including any statutory modification or re-enactment thereof from time to time. 2.2 SHARE CAPITAL (1) The Authorised, Issued and Subscribed share capital of the Demerged Company as on 31 st March 2013 is as follows: Particulars Rupees Authorized Share Capital 1,24,00,000 Equity shares of RS.10/- each 12,40,00,000 TOTAL 12,40,00,000 I Issued, subscribed and paid-up Share Capital 1,11,51,985 Equity shares of Rs.1 0/- each fully paid up 11,15,19,850 TOTAL 11,15,19,850 I Subsequent to March 31 st 2013, there has been no change in the Authorised, Issued, Subscribed and Paid-up Capital of the Demerged Company. The equity shares of the Demerged Company are listed on the SSE and MSE. The Company is admitted to trading on National Stock Exchange of India Limited ("NSE") under permitted category through Madras Stock Exchange Limited ("MSE"). (2) The Authorised, Issued and Subscribed share capital of the Resulting Company as on 31 s1 March 2013 is as follows:. CER'T\flEO 'TRUE COpy. -\l~

15 ]0 Rupees shares of Rs. 10/- each 1,70,00,000 1,70,00,000 Issued, subscribed and paid-up Share Capital 7,81,465 Equity shares of RS.1 0/- each fully paid up TOTAL 78,14,650 78,14,650 Subsequent to March 31 st 2013, there has been no change in the Authorised, Issued, Subscribed and Paid-up Capital of the Resulting Company. The entire equity share capital of the Resulting Company is held by the Demerged Company, therefore, by virtue of the shareholding pattern, the Demerged Company is the Holding Company and the Resulting Company is the wholly-owned subsidiary PART 3 3. DEMERGER AND VESTING OF DEMERGED UNDERTAKINGS OF THE DEMERGED COMPANY IN THE RESULTING COMPANY Transfer and vesting of Demerged Undertakings 3.1. With effect from the Appointed Date and upon the Scheme becoming effective, the Demerged Undertakings of the Demerged Company comprising all assets and liabilities of the Demerged Undertakings of whatsoever nature and wheresoever situated, shall, under the provisions of Section 391 read with Section 394 and all other applicable provisions, if any, of the Act, without any further act, instrument or deed, be transferred to the Resulting Company as a going concern in accordance with Section 2(19M) of the Income Tax Act, 1961, so as to become, as and from the Appointed Date, the assets and liabilities of the Resulting Company and there shall be vested in the Resulting Company all the rights, titles, interests or obligations of the said Demerged Undertakings therein and shall be free from all encumbrances With effect from the Appointed Date and upon the Scheme becoming effective, all the assets relating to the Demerged Undertakings of the Demerged Company as are CERTIFIED TRUE COpy

16 11 immoveable or movable in nature or incorporeal property or are otherwise capable of transfer by manual delivery or by endorsement and delivery, shall be so transferred, delivered or endorsed and delivered, as the case may be, by the Demerged Company, and shall upon transfer become the property and an integral part of the Resulting Company. In respect of such of the said assets other than those referred to hereinabove, the same shall, without any further act, instrument or deed, be transferred to, and vested in, and/or be deemed to be transferred to and vested in, the Resulting Company Upon the scheme coming into effect, all the trade receivables due from third parties belonging and relatable to the Demerged Undertakings transferred pursuant to the Scheme shall vest with the Resulting Company without any further act or deed. It is further clarified that upon the Scheme coming into effect, the Demerged Company shall intimate to all such third parties from whom the trade receivables are due in such form as it may deemed fit and proper stating that all the rights and obligations with respect to the said trade receivables shall vest with and be payable to the Resulting Company. Any payments received by the Demerged Company with respect to any of the trade receivables before the Scheme coming into effect shall be for and behalf of the Resulting Company For the purpose of giving effect to the order passed under Sections 391 to 394 in respect of this Scheme, the Resulting Company shall at any time pursuant to the orders on this Scheme be entitled to get the recordal of the change in the title and appurtenant legal. right(s) upon the vesting of such assets of Demerged Undertaking in the Resulting Company For avoidance of doubt, upon the Scheme becoming effective, all the rights, title, interest and claims of the Demerged Company in any leasehold properties, including all the leases, of the Demerged Company in relation to the Demerged Undertakings shall, pursuant to Section 394(2) of the Act, without any further act or deed, be transferred to and vested in or be deemed to have been transferred to and vested in the Resulting Company. The Demerged Company shall, wherever necessary, execute all necessary documents at its cost, to effect and evidence such transfer and vesting of assets, rights, licences etc., covered in this Scheme, more particularly under clauses 3.1 to 3.4 hereof, and make necessary applications to the authorities concerned independently and/or jointly with the Resulting Company for such transfer and vesting. Transfer of Debts & Liabilities

17 (a) With effect from the Appointed Date and upon the Scheme becoming effective, all debts, liabilities, contingent liabilities (including tax liabilities), duties and obligations of every kind, nature and description relatable to the Demerged Undertakings of the Demerged Company shall, without any further act or deed, be transferred to, or be deemed to be transferred to the Resulting Company, so as to become as and from the Appointed Date, the debts, liabilities, contingent liabilities (including tax liabilities), duties and obligations of the Resulting Company and the Resulting Company undertakes to meet, discharge and satisfy the same. In respect of general or multipurpose borrowings, debts, liabilities, if any, be transferred to or be deemed to be transferred to the Resulting Company in the proportion of the value of assets transferred. It is hereby clarified that 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 (including tax liabilities), duties and obligations have arisen, in order to give effect to the provisions of this sub-clause. (b) Where any of the liabilities and obligations attributed to the Demerged Undertakings of the Demerged Company on the Appointed Date has been discharged by the Demerged Company on behalf of the Demerged Undertakings after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on behalf of the Resulting Company. (c) All liabilities and obligations attributed to the Demerged Undertakings of the Demerged Company, including its unsecured loans, taken over by the Resulting Company, may be discharged by the Resulting Company by way of one time settlement or in any other manner as the Resulting Company may deem fit Upon the scheme coming into effect, all the trade payables to third parties belonging and relatable to the Demerged Undertakings transferred pursuant to the Scheme shall become the obligation and duty of the Resulting Company without any further act or deed. It is further clarified that upon the Scheme coming into effect, the Demerged Company shall intimate to all such third parties to whom the trade payables are due in such form as it may deemed fit and proper stating that all the rights and obligations with respect to the said trade payables shall vest with and be payable by the Resulting Company. Any payments made by the Demerged Company with respect to any of the trade payables before the Scheme coming into effect shall be for and behalf of the Resulting Company. CER11FlEO T~UE copy

18 All loans raised and used, and liabilities incurred, by the Demerged Company after the Appointed Date, but prior to the Effective Date, for the operations of the Demerged Undertakings shall be discharged by the Resulting Company The transfer and vesting of the Demerged Undertakings as aforesaid, shall be subject to the existing securities, charges, hypothecation and mortgages, if any, subsisting in relation to any loans or borrowings of the Demerged Undertakings, provided however, any reference in any security documents or arrangements, to which the Demerged Company is a party, wherein the assets of the Demerged Undertakings have been or are offered or agreed to be offered as security for any financial assistance or obligations, shall be construed as reference only to the assets pertaining to the Demerged Undertakings as are vested in the Resulting Company by virtue of this Scheme, to the end and intent that such security, charge, hypothecation and mortgage shall not extend or be deemed to extend, to any of the other assets of the Demerged Company or any of the assets of the Resulting Company, provided further that the securities, charges, hypothecation and mortgages (if any subsisting) over and in respect of the assets or any part thereof of the Resulting Company shall continue with respect to such assets or part thereof and this Scheme shall not operate to enlarge such securities, charges, hypothecation or mortgages shall not extend or be deemed to extend, to any of the assets of the Demerged Undertakings vested in the Resulting Company, provided always that this Scheme shall not operate to enlarge the security for any loan, deposit or facility created by the Demerged Company in relation to the Demerged Undertakings which shall vest in the Resulting Company by virtue of the vesting of the Demerged Undertakings with the Resulting Company and the Resulting Company shall not be obliged to create any further or additional security therefore after the Scheme has become operative To the extent there are inter-corporate transactions or balances between the Demerged Company and the Resulting Company, inter se, with respect to the Demerged Undertakings, the obligations in respect thereof shall come to an end and corresponding effect shall be given in the books of accounts and records of both the Companies for the reduction of any assets or liabilities, as the case may be, The financial transactions between the Demerged Company and the Resulting Company to be settled separately, Transfer at Book Values 3,11. All the assets, properties and liabilities of the Demerged Undertakings shall be transferred to the Resulting Company at the values appearing in the books of the Demerged Company at the close of business as on the day immediately preceding the Appointed Date.,CERT1FlEq Tf{UE COpy

19 1-1 Contracts, Deeds, Bonds and Other Instruments With effect from the Appointed Date and upon the Scheme becoming effective, all contracts, deeds, bonds, agreements, insurance policies and other instruments, if any, of whatsoever nature in relation to the Demerged Undertakings of the Demerged Company, or to the benefit of which the Demerged Undertakings of the Demerged Company may be eligible, and subsisting or having effect on the Effective Date shall be in full force and effect against or in favour of the Resulting Company, as the case may be, and may be enforced by or against the Resulting Company as fully and effectually as if, instead of the Demerged Company, the Resulting Company had been a party thereto With effect from the Appointed Date and upon the Scheme becoming effective, all permits, quotas, rights, entitlements, licences (including advance authorisation licences for imports and export issued by Joint Director General of Foreign Trade), registrations, privileges, powers, facilities, subsidies, rehabilitation schemes, special status and other benefits or privileges (granted by any Government body, local authority or by any other person) of every kind and description of whatsoever nature in relation to the Demerged Undertakings of the Demerged Company, or to the benefit of which the Demerged Undertakings of the Demerged Company may be eligible, or having effect immediately before the Effective Date, shall be and remain in full force and effect in favour of or against the Resulting Company, as the case may be, and may be enforced fully and effectually as if, instead of the Demerged Company, the Resulting Company had been a beneficiary or obligee thereto With effect from the Appointed Date and upon the Scheme becoming effective, any statutory licences, permissions or approvals or consents required to carry on the operations of the Demerged Undertakings of the Demerged Company 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 therewith in favour of the Resulting Company. The benefit of all such statutory and regulatory permissions, licences, approvals and consents including statutory licences, approvals, permissions or approvals or consents required to carry on the operations of the Demerged Undertakings of the Demerged Company shall vest in and become available to the Resulting Company upon the Scheme becoming effective The Resulting Company shall enter into and/or issue and/or execute deeds, writings or confirmations or enter into any tripartite agreement, confirmations or novations to which the Demerged Company will, if necessary, also be a party in order to give formal effect to the provisions of this Scheme, if it is so required or if it becomes necessary. CER1\F\ED lrue copy

20 15 Continuation of Legal Proceedings With effect from the Appointed Date and upon the Scheme becoming effective, the Resulting Company undertakes to have all legal or other proceedings initiated by or against the Demerged Company in respect of the Demerged Undertakings and pending on the Effective Date, transferred in its name and to have the same continued, prosecuted and enforced by or against the Resulting Company to the exclusion of the Demerged Company. The Resulting Company also undertakes to deal with all legal or other proceedings which may be initiated by or against the Demerged Company or the Resulting Company after the Effective Date relating to the Demerged Undertakings in respect of the period upto the Effective Date, in its own name and account and to the exclusion of the Demerged Company, and further undertakes to indemnify, defend and hold harmless the Demerged Company against any and all liabilities, losses, damages, demands, claims including thirdparty claims, actions, judgments or causes of action, assessments, interest, fines and penalties, which the Demerged Company may be liable for or called upon to payor secure in respect of any liability or obligation relating to the Demerged Undertakings for the period upto the Effective Date, and any reasonable costs or expenses (including, without limitation, amounts paid in settlement, court costs and all reasonable attorneys' fees and out of pocket expenses) incurred by the Demerged Company in respect of such proceedings started by or against it relatable to the period upto the Effective Date upon submission of necessary evidence by the Demerged Company to the Resulting Company for making such payment Staff, Workmen, Factory Employees, Head Office Employees 1 of Demerged Undertakings Upon the Scheme becoming effective, all the staff, workmen, factory employees, if any, engaged in the Demerged Undertakings of the Demerged Company immediately before Effective Date shall become the staff, workmen and employees of the Resulting Company on the basis that: (a) their service shall have been continuous and shall not have been interrupted by reason of the demerger; (b) the terms and conditions of service applicable to the said staff, workmen or employees after such transfer shall not in any way be less favourable to them than those applicable to them immediately before the transfer; and I "Head Office Employees" mean the employees on the role of the Registered Office of the Demerged Company.

21 16 (c) It is expressly provided that as far as Provident Fund, Gratuity Fund, Super Annuation Fund or any other Special Fund created or existing for the benefit of the staff, workmen and the employees of the Demerged Undertakings of the Demerged Company are concerned, upon the Scheme becoming effective, the Resulting Company shall stand substituted for the Demerged Company for all purposes whatsoever related to the administration or operation of such Funds or in relation to the obligation to make contributions to the said Funds in accordance with the provisions of such Funds as per the terms provided in the respective Trust Deeds. It is the aim and intent that all the rights, duties, powers and obligations of the Demerged Company in relation to such funds shall become those of the Resulting Company and all the rights, duties and benefits of the employees employed in the Demerged Undertakings of the Demerged Company under such Funds and Trusts shall be protected. It is clarified that the services of the employees of the Demerged Undertakings of the Demerged Company will also be treated as having been continuous for the purpose of the aforesaid Funds As stated under clause 3.17, under the Scheme, all the Heads Office Employees shall become the Head Office Employees of the Demerged Company. However, it is hereby clarified for the purposes of ensuring that the business operations of both the Companies function and continue under a convenient manner post the Scheme coming into effect, the Board of Directors of the Demerged Company and Resulting Company shall exercise their discretion in segregating and deciding the Head Office Employees being transferred to the Resulting Company pursuant to the Scheme of Arrangement (Demerger). General Terms & Conditions Any issue as to whether any asset or liability pertains to the Demerged Undertakings or not shall be decided by the Board of Directors of the Demerged Company and the Resulting Company, either by themselves or through a Committee appointed by them in this behalf, on the basis of such evidence as they may deem relevant (including the books and records of the Demerged Company) The Demerged Company and the Resulting Company are expressly permitted to make and/or revise their income tax returns and related TDS certificates and the right to claim refund, advance tax credits, Fringe Benefit Tax Credits, indirect tax credits and benefits etc. on the Scheme becoming effective as on the Appointed Date and their right to make such revisions in the Income Tax Returns and related Tax Deducted at Source Certificates and the right to claim refunds, advance tax credits, Fringe Benefit tax credits, indirect tax credits

22 17 etc., pursuant to the sanction of this Scheme and the Scheme becoming effective is expressly granted Where the Demerged Company is entitled to various benefits under incentive schemes and policies in relation to the Demerged Undertakings and pursuant to this Scheme it is declared that the benefits under all of such schemes and policies shall be transferred to and vest in the Resulting Company and all benefits, entitlements and incentives of any nature whatsoever, including sales tax concessions and incentives, shall be claimed by the Resulting Company and these shall relate back to the Appointed Date as if the Resulting Company was originally entitled to all benefits under such incentive scheme and/or policies, subject to continued compliance by the Resulting Company of all the terms and conditions subject to which the benefits under the incentive schemes were made available to the Demerged Company Since each of the permissions, approvals, consents, sanctions, remissions, special reservations, holidays, incentives, concessions and other authorizations in relation to the Demerged Undertakings of the Demerged Company, shall stand transferred by the order of the Court to the Resulting Company, the Resulting Company shall file the relevant intimations, for the record of the statutory authorities who shall take them on file; pursuant to the vesting orders of the Court For the purpose of giving effect to the vesting order passed under Sections 391 and 394 of the Act in respect of this Scheme, the Resulting Company shall at any time pursuant to the orders on this Scheme be entitled to get the recordal of the change in the title and appurtenant legal right(s) upon the vesting of such assets of the Demerged Undertakings of the Demerged Company in the Resulting Company in accordance with the provisions of Sections 391 and 394 of the Act. Upon the Scheme becoming effective and with effect from the Appointed Date, the filing of certified copies of the order of Court sanctioning this Scheme shall constitute a creation / modification of charge in the name of the Resulting Company in accordance with the provisions of Section 127 of the Act and satisfaction of charge in respect of the Demerged Company in accordance with Section 138 of the Act, if there are any existing charges attaching to the Demerged Undertakings It is hereby further expressly clarified that upon the Scheme coming into effect, any charge, security, mortgage, encumbrances or hypothecation which existed over the assets of the Demerged Undertakings proposed to be transferred and vested with the Resulting Company prior to the Scheme, such charge, mortgage, security, hypothecation shall continue to exist and remain over such assets in the Resulting Company upon transfer, demerger and vesting. With respect to any charge, security, mortgage, encumbrances or CERTIFlED TRUE COpy

23 i8 hypothecation which existed or created over the assets of the Remaining Business such charge, mortgage, security, and hypothecation shall continue to remain over such assets in the Demerged Company The Demerged Company has obtained a Key Men Insurance Policy of Rs.50,00,000/ Lakhs for the Managing Directors ("MD") and the Whole Time Directors ("WTD") of the Demerged Company in the year Upon the scheme coming into effect and until the date of maturity (i.e June, 2016), the amounts shall be held in trust by the Demerged Company. On maturity, the amounts shall be distributed as mutually agreed by the Board of Directors of the Demerged and Resulting Company. Conduct of Business till Effective Date With effect from the Appointed Date and upto and including the Effective Date: (a) The Demerged Company shall carry on and be deemed to have carried on its business and activities relating to the Demerged Undertakings and shall stand possessed of all its assets and properties referred to above, in trust for the Resulting Company and shall account for the same to the Resulting Company. The Demerged Company shall hold the said assets pertaining to the Demerged Undertakings with utmost prudence until the Effective Date. (b) Any income or profit accruing or arising to the Demerged Company and all costs, charges, expenses and losses or taxes (including but not limited to advance tax, tax deducted at source, Minimum Alternate Tax credit, taxes withheld/paid in a foreign country etc.) incurred by the Demerged Cornpany relating to the Demerged Undertakings shall for all purposes be treated as the income, profits, costs, charges, expenses and losses or taxes, as the case may be, of the Resulting Company and shall be available to the Resulting Company for being disposed off in any manner as it thinks fit. (c) Any liability in connection with the demerged undertaking that is discharged by the demerged company between the appointed date and effective date shall be deemed to be settled by the demerged company on account of resulting company and the resulting company shall treat the same as payables to demerged company in the books of account. (d) Pending sanction of the Scheme, the Demerged Company shall not make any change in its capital structure either by any increase, (by issue of equity shares on a rights CERTlFlEQ l~ue COt-»\'

24 i9 basis, bonus shares, convertible debentures or otherwise) decrease, reduction, reclassification, sub-division or consolidation, re-organisation, or in any other manner which may, in any way, affect the Share Entitlement Ratio (as provided for in Clauses 3.27 hereunder), except by mutual consent of the respective Boards of Directors of the Demerged Company and the Resulting Company or as may be expressly permitted under this Scheme or as may be required to give effect to the Scheme. Consideration Upon the Scheme becoming effective, in consideration of the demerger and transfer and vesting of all assets and liabilities, duties, rights and obligations relating to the Demerged Undertakings of the Demerged Company in terms of Part 3 of the Scheme, the Resulting Company shall without any further act or deed, issue and allot 1 (One) Equity Share of RS.10/- each, to the shareholders of the Demerged company, credited as fully paid-up of the Resulting Company for every 2 (Two) Equity Shares of RS.10/- each fully paid-up held by the shareholders in the Demerged Company, as on the Record Date (hereinafter referred to as the "Share Entitlement Ratio"). For the purposes of clarity and for the benefit of the public shareholders, the pre and post allotment scenario of the Share Entitlement Ratio pursuant to the Scheme is explained in detail under Schedule I The allotment of shares as perthe Share Entitlement Ratio shall not affect the consequent capital reduction in the Demerged Company pursuant to the accounting treatment provided under Clause 3.36 of this scheme. It is hereby further clarified that for the purposes of implementing the Share Entitlement Ratio, the equity shares held by the shareholders of the Demerged Company shall be either debited from their respective Dematerialized Account ("Demat Account") or in case such equity shares are held in the physical form, the same shall be cancelled and reduced for which fresh physical share certificates shall be issued to the shareholders of the Demerged Company In case any member's holding in the Demerged Company is such that the members becomes entitled to a fraction of a share in the Resulting Company, the Resulting Company shall consolidate such fractional shares of all the members and thereupon issue and allot shares in lieu thereof to a Director or an Officer of the Resulting Company on the understanding that such Director or Officer to whom such shares are allotted shall sell the same and shall distribute the net sale proceeds (after deduction of the expenses incurred) to the members in proportion to their fractional entitlements.

25 In compliance with the Companies Act, 1956 and in accordance with all the law, bye-laws, regulations, rules issued by the Securities Exchange Board of India ("SEBI"), the equity shares of the Resulting Company issued pursuant to clause 3.27 of the Scheme shall be listed on the BSE, NSE2 and MSE which shall be subject to the payment of appropriate fee and approval of the respective stock exchanges The issue and allotment of Equity Shares in the Resulting Company to the members of the Transferor Company as provided in this Scheme shall be deemed to have been carried out in compliance with the procedure laid down under Section 81(1A) and other applicable provisions, if any, of the Act and the Transferee Company shall not be required to obtain any further approvals in this regard The Equity Shares so issued and allotted, shall rank pari passu in all respects with the existing Equity Shares of the Resulting Company provided however that the shares so allotted shall not rank pari passu for dividend prior to their allotment. Fractions, if any, arising out of such allotment shall be rounded off to the next whole number. Promoters of the Demerged and Resulting Company Upon the Scheme coming into effect, the promoters of the Demerged Company and the Resulting Company for all regulatory, statutory and other legal purposes including for the purposes of the Companies Act, 1956, or any other laws, rules, regulations, guidelines laid down by the Securities and Exchange Board of India ("SEBI") shall be as provided under Schedule J of the Scheme. The promoters of the Demerged Company shall be the promoters of the Resulting Company. Provided that in the event any of the promoters not being declared as such by SEBI in accordance with SEBl's Rules and Regulations that he or she does not any longer continue to be part of the promoter group, then such person shall not be deemed as a promoter of either the demerged company or the resulting company. In any event, the promoter status as mentioned above shall be effective only on such event happening after the Effective Date. Accounting Treatment Treatment in the books of Demerged Company 2 Trading under permitted category through the MSE. CER1'FlEO l~ue COPy

26 The Demerged Company shall upon the Scheme becoming effective, record the deletion of the assets and liabilities of the Demerged Undertakings transferred to and vested in the Resulting Company pursuant to this Scheme at their respective book values as appearing in its books as at the close of business of a day immediately preceding the Appointed Date, The difference between the value of assets and value of liabilities transferred pursuant to the Scheme shall be first appropriated from the share capital of the Demerged Company to the extent of Rs. 5,57,59,9201- and the balance from reserves. The issued, subscribed and paidup share capital of the Demerged Company shall stand re-organised and reduced from the present sum of 11,15,19,850/- divided into 1,11,51,985 Equity Shares of RS.101- each to 5,57,59,930 divided into 55,75,993 Equity Shares of Rs 101- each, The reduction in the issued, subscribed and paid-up share capital of the Demerged Company as above, shall be effected as an integral part of the Scheme itself and shall be deemed to be in accordance with the provisions of Sections 78, read with 100 to 104 of the Act as the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid-up share capital. The order of the Court sanctioning the Scheme shall be deemed to be an order under Section 102 of the Act confirming the reduction without imposing a condition on the Demerged Company or the Resulting Company to add to its name the words, "and reduced", The provisions of Section 101 of the Act shall not be applicable. Treatment in the books of Resulting Company 3,37. The Resulting Company shall upon the Scheme becoming effective, record the assets and liabilities of the Demerged Undertakings of the Demerged Company transferred to and vested in it pursuant to this Scheme at their respective book values as appearing in the books of the Demerged Company as at the close of business of a day immediately preceding the Appointed Date The excess 1shortfall in the book value of the assets over the value of the liabilities of the Demerged Undertakings of the Demerged Company transferred to and vested in the Resulting Company pursuant to this Scheme, shall after adjusting the aggregate face value of the shares issued by the Resulting Company to the members of the Demerged Company pursuant to this Scheme, be accounted for and adjusted in the books of the Resulting Company in its Capital Reserve/Goodwill Account, as the case may be. Remaining Undertaking CER1\f\ED If\UE copy

27 3.39. The Remaining Undertaking shall continue with the Demerged Company The Remaining Undertaking and all the assets, liabilities and obligations pertaining thereto shall continue to belong to, be vested in and be managed by the Demerged Company Ali legal, taxation or other proceedings whether civil or criminal (including before any statutory or quasi-judicial authority or tribunal), by or against the Demerged Company under any statute, whether pending on the Appointed Date or which may be instituted at any time thereafter, and in each case, relating to the Remaining Undertaking, including those relating to any property, right, power, liability, obligation or duties of the Demerged Company in respect of the Remaining Undertaking, shall be continued and enforced by or against the Demerged Company after the Effective Date If any proceedings are made against the Resulting Company in respect of the outstanding matters referred to above, the Resulting Company shall defend the same in accordance with the advice of the Demerged Company and at the cost of the Demerged Company, and the Demerged Company shall reimburse and indemnify the Resulting Company against all liabilities and obligations incurred by the Resulting Company in respect thereof With effect from the Appointed Date and up to and including the Effective Date: a. the Demerged Company shall carry on and shall be deemed to have been carrying on ali business and activities relating to the Remaining Undertaking for and on its own behalf; b. all profits accruing to the Demerged Company thereon or losses arising or incurred by it (including the effect of taxes, if any, thereon) relating to the Remaining Undertaking shall, for all purposes, be treated as the profits or losses, as the case may be, of the Demerged Company. Application to Court PART The Demerged Company and the Resulting Company shall, with all reasonable despatch, make and pursue applications to the Court for necessary orders or directions for holding meetings of the members of the Demerged Company and the Resulting Company for approving this Scheme under Section 391 of the Act or for dispensing the holding of such meetings, and orders under Section 394 of the Act for sanctioning this Scheme of Demerger and for carrying this Scheme into effect. CERtlf'ED If{UE copy

28 Modifications I Amendments to the Scheme 4.2. The Demerged Company (by its Directors) and the Resulting Company (by its Directors) (i) (ii) (iii) (iv) (v) may assent to any modification or amendment to the Scheme which the Court and I or any other authorities under law may deem frt to direct or impose; and lor may assent to any terms and I or conditions which the Court and I or any other authorities under law may deem fit to direct or impose; and lor may give such directions and lor may assent to any modification or amendment which may otherwise be considered necessary or desirable for settling any question or doubt or difficuny that may arise for implementing and lor carrying out the Scheme; may do all acts, deeds and things as may be necessary, desirable or expedient for giving effect to the Scheme, and the aforesaid modifications, amendments and terms and conditions; and lor may also in their full and absolute discretions, withdraw or abandon the Scheme at any stage of the proceedings For the purpose of giving effect to the Scheme after it is sanctioned by the Court, the Directors of the Demerged Company and the Resulting Company are authorised to identify I allocate I apportion the assets and liabilities covered under the Scheme. The Directors of the Demerged and the Resulting Company shall extend their full co-operation for the implementation of the Scheme after it is sanctioned by the Court If any part or clause of this Scheme hereof is invalid, ruled illegal by any Court of competent jurisdiction, or unenforceable under present or future laws, then it is the intention of the Parties that such part or clause, as the case may be, shall be severable from the remainder of the Scheme, and the Scheme shall not be affected thereby, unless the deletion of such part or clause shall cause this Scheme to become materially adverse to any Party, in which case the Parties shall attempt to bring about a modification in the Scheme, as will best preserve for the Parties the benefits and obligations of the Scheme, including but not limited to such part or clause. Operative Date of the Scheme 4.5. The Scheme shall be operative with effect from the Appointed Date but shall be effective from the Effective Date. Scheme Conditional on Approvals I Sanctions :, CERTlHED TRUE copy

29 This Scheme is conditional and is subject toa) The sanction or approval under any law of the Central Government, State Government, or any other agency, department or authorities concerned being obtained and granted in respect of any of the matters in respect of which such sanction or approval is required. b) The Scheme being agreed to by the respective requisite majorities of the members of th(:l Demerged Company and the Resulting Company, if a meeting of Shareholders is convened by the Court or when the consent of the shareholders and creditors is obtained by virtue of consent affidavits and no-objection certificates. c) The approval of the Scheme of Arrangement (Demerger) shall also be done through postal ballot and e-voting as prescribed in the Securities &Exchange Board of India ("SESI") circular 3 dated 4 th February, In the event of this condition being waived or exempted in accordance with procedure provided under the SEBI circular dated 21 st May 2013, no process of postal ballot and e-voting would be required to be complied with by the Demerged Company4. d) The sanction of the Court under Sections 391 to 394 and other applicable provisions of the Act being obtained by the Demerged Company and the Resulting Company, as the case may be. e) Such other sanctions and approvals as may be required by law and all necessary certified copies of the orders referred to in the Scheme being filed with the Registrar of Companies, Tamil Nadu, Chennai. Effect of Non-Receipt of Approvals I Sanctions 4.7. In the event of the Scheme not being sanctioned by the Court and/or the order or orders not being passed as aforesaid, the Scheme shall become null and void and in that event, no rights and liabilities shall, inter se, accrue between the parties in terms of the Scheme, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any rights andl or liabilities which might have arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically 3 CIRlCFD/DIU5/ CIRlCFD/DIU8/2013

30 provided in the Scheme or as may otherwise arise in law, Each party shall bear and pay its respective costs, charges and expenses for and/or in connection with the Scheme, Expenses Connected with the Scheme 4,8. All costs, charges and expenses of the Companies in relation to or in connection with negotiations leading up to the Scheme and of carrying out and completing the terms and provisions ofthis Scheme and in relation to or in connection with the Scheme and incidental to the completion of this scheme shall be borne and paid by the Demerged Company and the Resulting Company equally. However Stamp Duty, Statutory fees, duties, taxes etc after the scheme comes into effect will be paid on actual basis by the Demerged Company and the Resulting Company respectively. CERT\f\ED 1f{UE copy

31 26 SCHEDULE A Summary of Assets and Liabilities of the Demerged Undertaking 1 being transferred from the Demerged Company into the Resulting Company as on opening hours of 1 s1 April, (In Rupees) PARTICULARS AMOUNT I 1EQUITIES AND L1ABILITES I Non-Current Liabilities a) Long Term Borrowing 72,37,868 i I b) Deferred Tax Liabilities (net) - I 19) Other Long Term Liabilities - I.. I d) Long Term ProVIsions 18,96,486. Current Liabilities raj Short Term Borrowings 12,43,29,401. b) Trade Payables 19,13,243 c) Other Current liabilities 72,97,248 d) Short Term Provisions 8,59,214 (i)tangible Assets 1,72,85,754 (ii) Intangible Assets (iii) Capital Work-in-progress 1,99,360 (iv) Intangible assets under development b) Non-Current Investments c) Deferred Tax Assets (net) d) Long Term Loans and Advances 10,26,296 e) Other Non-Current Assets d) Cash and cash Equivalent 2,41,78,444 e) Short Term Loans and Advances 3,00,07,399. f) Other Current Assets 76,69,483 Total! 21,25,85,086.CER1\f\E.O l~ue COr"

32 ?7 SCHEDULE B Schedule of the factory premises forming part of the Demerged Undertaking 1 proposed to be transferred, vested and demerged into the Resulting Company Metallic Oxides Division: Behind A-73 &74, PIPDIC Industrial Estate, Mettupalayam, Pondicherry Main factory shed, Godown and Toilet with AC Sheet roofing and office building, Laboratory with RCC roof with ground and first floor and power room and time office with RCC roofing with ground floor only, totally measuring 1008 Sqr. Mtr., along with manufacturing equipment and accessories standing on the land behind plots nos. A-73 & A-74 in the PIPDIC's Industrial Estate at Mettupalayam Registered under Sale Document No of 1993 dated within the village Iilmits of Mettupalayam commune Panchayat of Ougarat Sub- Registration District of Pondicherry. The Industrial Estate comprising in R.S.Nos.111/1, 111/2, 114/1, 114/2, 11414, 114/5, 114/6, 11417, 118/1, 118/3,11814,119/1,119/3,116/1,116/3,11614,116/5, 116/6,11617,11413,114/8,119/4, 118/2,119/2,106,107,141,58/1, 58/2,58/3,58/4,58/5,58/6,5817,58/8,58/9,59/1, 59/2,61/1,61/2,61/3,61/4,61/5,61/6,6117,115/1, 115/2, 115/3, 115/4, 115/5, 117/1, 117/2, 117/3, 117/4, 117/5,51/1, 51/2, 51/3, 52/1,52/2, 52/3, 53/1, 53/3, 54/1, 5416, 54/2, 54/7, 54/3, 54/4, 54/5, 54/8, 54/9, 63/1, 62/2, 62/4, 62/3, 62/5, 63/2, 63/3, 63/4, 63/5, 62/1, 63/6, 64/1, 64/2, 64/3 and 65, land measuring 1008 Sq.mtrs standing behind in Plot Nos. A-73 & A-74 and bounded on the: North By : Vacant Land; South By : Road ; East By : Vacant Land; and West By: Plot No. A-73 and A Land measuring 2,100 sq.mt in the senice area behind Plot A-73 & 74 in Mettupalayam Industrial Estate, Pondicherry Registered under Lease Deed No of 1993 dated Land measuring 4,508 sq.mt in the senice area eastern side of behind Plot A-73 & 74 in Mettupalayam Industrial Estate, Pondicherry Registered under Lease Deed No of 1993 dated out of which sq.mt taken back by PIPDIC for Road Broading. 4. Land measuring 1355 sq.mt in the senice area behind Plot A-73 to A-78 in Mettupalayam Industrial Estate, Pondicherry Registered under Lease Deed No of 2006 dated Land measuring sq.mt (adjacent to the land allotted to MIs. Pondy Oxides and Chemicals Limited) in R.S.No 61/1 pt. & 6116 pt & 62/5 pt at PIPDIC's Industrial Estate, mettupalayam, Pondicherry Registered under Lease Deed No. 375 of 2007 dated

33 28 SCHEDULE - C Summary of Assets and Liabilities of the Demerged Undertaking 2 being transferred from the Demerged Company into the Resulting Company as on opening hours of 1 st April, PARTICULARS i EQUITIES AND LlABILITES (In Rupees) AMOUNT I Non-Current Liabilities I a) Long Term BorrOWing 74,11,130. I b) Deferred Tax Liabilities (net) -- i i c) Other Long Term Liabilities I d) Long Term Provisions 9,04,219 i Current Liabilities a) Short Term Borrowings b) Trade Payables c) Other Current Liabilities d) Short Term Provisions 17,30,52,037 1,63,83,120 73,19,427 5,98,481 Total 20,56,68,414 a) Current Investments, b) Inventories 5,07,51,547 c) Trade Receivables 10,18,79,276 d) Cash and cash Equivalent 2,39,97,119 i e) Short Term Loans and Advances i f) Other Current Assets 87,24,689 34,61,481 Total 19,73,43,239 CERTIFIED Tf{UE Copy

34 29 SCHEDULE-D Schedule of the factory premises forming part of the Demerged Undertaking 2 proposed to be transferred, vested and demerged into the Resulting Company Plastic Additives Division: Sembiapalayam, Korkadu Post, Pondicherry PART I LAND: The property situated within the Registration District of Pondicherry, Sub Registration District of Bahour, t;jettapakkam Commune, No.63, Embalam Madura, Sembiyampalayam Village, Registered under Sale Deed No of 1998 dated bearing R.S.No.95/1, Corresponding Card NO.91 pt, Covering an extent of 21 Kuzhies 15/16 and bounded on the: North By : Natesa Mudaliar's Land; South By : Embalam Road; East By : Lakshmana Reddiar's Land West By: Chandra Ammal Land. The property situated within the Registration District of Pondicherry, Sub Registration Distirct of Bahour, Nettapakkam Commune, No.63, Embalam Madura, Sembiyampalayam Village, Registered under Sale Deed No of 1998 dated bearing R.S.No.95/2, Corresponding Card No.92 and 93 Covering an extent of 58 Kuzhies 14/16 and R.S.No.51/2, Corresponding Cad No.271, covering an extent of 24 ares 5 centiars equal into 45 Kuzhi 11 veesams and bounded on the: North By : Sundaraja Mudaliar's Land; South By : Originally Kamalammalland and now belongs to the purchaser East By : Lakshmanasamy Reddiar's Land; and West By : Lakshmanasamy Reddiar's Land. BUILDING: The Main Factory building, godown building and boiler shed with AC sheet roofing measuring Sqr. Mtr standing on the above land. PART II Pondicherry Registration District, Bahour, Sub-Registration District, Nattapakkam commune Panchayat, Village No. 63, Embalam Madura, Sembiampalayam Village, Registered under Sale Deed No of 2002 dated Dry Land, in an extent of 13 Ares 50 Centiares, (Corresponding to 25 Kuzhies, 5 Veesams), in New Survey No. 95/3, Casastre No. 91 pt., and Patta No. 574, Boundaries: Situated to the North and West of the land of Lakshmana Reddiar, to the South of Road to Ernbalam and to the East of ChemicallVlill. CERllf\ED,,(RUE. COPt;..\

35 30 SCHEDULE E Summary of Assets and Liabilities of the Demerged Undertaking 3 being transferred from the Demerged Company into the Resulting Company as on opening hours of 1 st April, l (In Rupees) PARTICULARS AMOUNT! EQUITIES AND LlABILITES L i Non-Current Liabilities a) Long Term Borrowing 19,53,564! I b) Deferred Tax Liabilities (net) -- i c) Other Long Term Liabilities -- d) Long Term Provisions 1,27,467 Current Liabilities a) Short Term Borrowings i 3,49,59,848 b) Trade Payables 1,08,662 i c) Other Current Liabilities 15,44,925 d) Short Term Provisions 1,67,795! Total 3,88,62,261 ASSETS i Non-Current Assets I a) Fixed Assets i! (i)tangible Assets 1,22,77,752 i (ii) Intangible Assets (iii) Capital Work-in-progress 8,26,780 (iv) Intangible assets under development b) Non-Current Investments c) Deferred Tax Assets (net) d) Long Term Loans and Advances 14,750. i e) Other Non-Current Assets --. Current Assets a) Current Investments -- b) Inventories 1,37,20,052 c} Trade Receivables 2,22,99,662 i! d) Cash and cash Equivalent 62,37,340 e) Short Term Loans and Advances 1,59,53,527 ~ Other Current Assets 5,01,715 l Total 7,18,31,578 I CER1\F\EO TRUE COPY

36 31 SCHEDULE F Schedule of the factory premises forming part of the Demerged Undertaking 3 proposed to be transferred, vested and demerged into the Resulting Company linc Refining Division: G-47, SIDCO Industrial Estate, Kakkalur, Thiruvallur, Tamil Nadu All that piece and parcel of land measuring 1.00 Acres Known as Developed Plot No. G47 in the SIDCO Industrial Estate at Kakalur, and building constructed and machineries installed thereon Comprised in SUNey Nos. 500 Part and 501 Part of Thaneerkulam Village in Thiruvallur Taluk & District and bounded on the: North by - Developed Plot No. G48. South by - Developed Plot No. G 46. East by Developed Plot No. G38. West by - 12 Mwide SIDCO BT Road. Within the Registration District of Kancheepuram and Sub-Registration District of Thiruvallur.

37 32 SCHEDULE - G Summary of Assets and Liabilities of the Demerged Undertaking 4 being transferred from the Demerged Company into the Resulting Company as on opening hours of 1 st April, I PARTICULARS AMOUNT I EQUITIES AND UABIUTES I I Non-Current Liabilities (In Rupees)! a) Long Term Borrowing 1,99,14,555 i I b) Deferred Tax Liabilities (net) - I. c) Other Long Term Liabilities..! d) Long Term ProvIsions 1,82,931 i i Current Liabilities a) Short Term Borrowings 3,03,12,720 b) Trade Payables 87,252 c) Other Current Liabilities 30,20,883 d) Short Term Provisions 1,62,789 l ASSETS Total 5,36,81,130 i, I I Non-Current Assets a) Fixed Assets (i)tangible Assets 1,16,07,361, I (ii) Intangible Assets (iii) Capital Work-in-progress i (iv) Intangible assets under development -- b) Non-Current Investments 22,94,117! c) Deferred Tax Assets (net) -- i... d) Long Term Loans and Advances 5,86,910 ', e) Other Non-Current Assets -- i Current Assets i a} Current Investments b) Inventories 2,04,98,863 i c) Trade Receivables 1,39,07,460 d) Cash and cash Equivalent 61,05,858 i e) Short Term Loans and Advances 2,07,81,892 DOther Current Assets 4,79,474 i! Total 7,62,61,935! CERTlFlED Tf(UE COPy

38 SCHEDULE H Schedule of the factory premises forming part of the Demerged Undertaking 4 proposed to be transferred, vested and demerged into the Resulting Company Unwrought Lead Business B 19 &20 SIDCO Industrial Estate, Maraimalai Nagar, Kancheepuram Dist., Tamllnadu Land no. B/19 at Industrial Estate, Maraimalai Nagar, Chengalput Taluk and Kancheepuram District, measuring sq.ft and building constructed and machineries installed thereon in survey no. 360 of Ninnagarai Village bounded on North by B 18 Shed, East by A 27 Shed, South by B20 Shed and West by Road 2. Land no. 8/20 at Industrial Estate, Maraimalai Nagar, Chengalput Taluk and Kancheepuram District, measuring sq.ft and building constructed and machineries installed thereon in survey no. 360 of Ninnagarai Village bounded on bounded on North by Shed No. 19, East by Plot No.29, South by Shed No. 21 and West by Road.

39 34 SCHEDULE 1 [Detailed mechanics on the Consideration allotment pursuant to the Scheme of Arrangement (Demerger)] Pursuant to and as stated under clause 3.27 of the Scheme, the Resulting Company shall allot 1 (One) Equity Share of Rs. 10/- each credited as fully paid up for every 2 (Two) Equity Shares of Rs each held by the shareholders of the Demerged Company. For the purposes of clarification and benefit of public shareholders, the value addition to the shareholders pre and post the allotment of consideration under clause 3.27 is provided below: Pre Demerger Position Mr. M Sankara Reddy (DPID: , Client ID: ) is one of the Shareholder holding 10,000 Equity Shares in Demerged Company. 1. Face Value per shares of demerged Company: Rs each (As on March 31, 2013) 2. Total Face Value of the Share held: 10,000 Shares at Rs. 10/- each Rs.1,00, Book Value per share of Demerged Company = Rs (As on March 31, 2013) 4. Total Book Value of the Shares held: 10,000 Shares at Rs =Rs. 3,31,200 (Say A) Post Demerger Position: Against the original holding of 10,000 shares, Mr. Sankara Reddy will get 5,000 Shares in Resulting Company allotted in the ratio of 0.50:1 in accordance with Clause 3.27 of this Scheme. In consideration of this, 5,000 shares held by him in Demerged Company will be cancelled out of his original holding of 10,000 shares as per Clause 3.35 of this Scheme. In other words, Mr. Sankara Reddy will have 5,000 shares in Demerged Company and 5,000 shares in Resulting Company, after the Scheme is implemented. 1. Total face Value of Shares held:.5,000 shares of Demerged Company at Rs.10/- each = Rs. 50,000 5,000 shares of Resulting Company at RS each =Rs. 50, Book Value of the share of Demerged Company after demerger = Rs (As on March 31,2013) Book Value of the share of Resulting Company after demerger = Rs (As on March 31,2013) 3. Total Book Value of the Shares held: 5,000 shares of Demerged Company at Rs.45.39/- each = Rs. 2,26,9501 5,000 shares of Resulting Company at Rs.21.21/- each = Rs. 1,06,050/ Total Book Value of the Shares held (Say B): Rs. 3,33,0001 Note: On the Post demerger position, book value of shares is slightly more than the predemerger for every shareholder. (B A) RUE CoP'f CER1\f\E01

40 35 Schedule J List of Promoters of the Demerged and Resulting Company upon the Scheme coming into effect is provided below: Names of Existing Demerged Company. Resulting Company Promoters Promoters 5 Promoters Mr. Padam C Bansal Mr. Padam C Bansal Mr. Pad am C Bansal Mr. Anil Kumar Bansal i Mr. Anil Kumar Bansal Mr. Anil Kumar Bansal Mr. R P Bansal Mr. R P Bansal Mr. R P Bansal Mr. Sunil Kumar Bansal Mr. Sunil Kumar Bansal Mr. Sunil Kumar Bansal I Mr. Devakar Bansal Mr. Devakar Bansal Mr. Devakar Bansal Mr. Ashish Bansal Mr. Ashish Bansal Mr. Ashish Bansal ~r. Pawan Kumar Bansal Mr. Pawan Kumar Bansal Mr. Pawan Kumar Bansal Mrs. Manju Bansal Mrs. Manju Bansal Mrs. Manju Bansal Mrs. Saroj Bansal I Mrs. Saroj Bansal Mrs. Saroj Bansal, Mrs. Me9ha bansal I Mrs. Me9ha bansal, Mrs. Me9ha bansal : Mrs. Charu Bansal Mr. Harsh Bansal Mr. Saagar Bansal Mrs. Vandana Bansal Mrs. Neelam Bansal Mis Ardee Industries P Ltd i f Mrs. Charu Bansal : Mr. Harsh Bansal i Saagar Bansal Mrs. Vandana Bansal Mrs. Neelam Bansal Mis Ardee Industries P Ltd : Mrs. Charu Bansal, Mr. Harsh Bansal! Mr. Saagar Bansal : Mrs. Vandana Bansal IMrs. Neelam Bansal MIs Ardee Industries P Ltd lcals LTD. CERTIFIED TRUE COP'.for PONDY OXlDES &CHEM ~ ~~. & comnany Secretal'/ GM finance t" 5 For the purposes of disclosure it is expressly hereby clarified that there are no new promoters in the Demerged Company.

41 ,. lvalam & ASSOCIATES VALUATION REPORT FOR THE SCHEME OF ARRANGEMENT (DEMERGER) BETWEEN PONDY OXIDES AND CHEMICALS LIMITED ("Demerged or Transferor Company") AND POCL ENTERPRISES LIMITED ("Resulting or Transferee Company") AND THEIR RESPECTIVE SHAREHOLDERS (Under the provisions of Section 391 to 394 ofthe Companies Act, 1956) Page J 0/9

42 'NALAM & ASSOCIATES Chartered Accountants Phone; Ground Floor, Block II, Cyber Pearl, HITECH City, Hyderabad , Private and confidential December 3, The Board of Directors Pondy Oxides and Chemicals Limited (POCL) KRM Centre, 4th Floor, #2, Harrington Road, Chetpet Chennai The Board of Directors POCL Enterprises Limited (PEL) KRM Centre, 4th Floor, #2, Harrington Road, Chetpet, Chennai Dear Sirs, Re: Share Entitlement Ratio for allotment of equity shares of PEL to shareholders ofpocl upon demerger We refer to the engagement letter issued by you and the subsequent discussions wherein our services have been sought in the matter of determining the Share Entitlement Ratio for allotment of Equity Shares of POCL Enterprises Limited (hereinafter referred to as PEL or Resulting Company or Transferee Company) to the 1 Equity Shareholders of Pondy Oxides and Chemicals Limited (hereinafter referred to as POCL or Demerged Company or Transferor Company). 1. Context and purpose We understand that the Managements of POCL wish to demerge part of the existing business on a going concern basis to PEL under the provisions of Section 391 to 394 of the Companies Act, 1956 and seeking approval of High Court of Madras. Under the scheme of demerger equity shares of PEL will be issued to the shareholders of POCL towards the consideration (net) for the transfer of assets and liabilities. We understand that the share entitlement ratio for issue of equity shares of PEL to the shareholders of POCL would be determined based on the audited balance sheet of POCL and PEL as at March 31, We are also informed that the appointed date of demerger would be April 01, 2013/1). Page 2 0/9

43 NALAM & ASSOCIATES 2. Scope ofwork Valuation of equity shares and recommendation ofappropriate Share Entitlement Ratio for the de-merger of four Undertakings of POCL into PEL. 3. Briefantecedents (A) Pondy Oxides and Chemicals Limited 3.1 Pondy Oxides and Chemicals Limited, having its Registered Office at KRM Centre, 4th Floor, #2, Harrington Road, Chetpet, Chennai was incorporated on the 21st day of March, 1995 in the State oftamil Nadu. The Demerged Company is engaged in the businesses of Metallic Oxides Business ("Demerged Undertaking 1") Plastic Additives Business ("Demerged Undertaking 2") Zinc Refining Business ("Demerged Undertaking 3") Unwrought Lead Business ("Demerged Undertaking 4") and Lead Smelting (Primary and Secondary)/High Purity Lead/Specialised/ Master Lead Alloys/Compound Business ("Remaining Business") (hereinafter referred to as the "Businesses ofthe Demerged Company"). The above Demerged Undertakings 1, 2, 3 and 4 are collectively referred to as Demerged Undertakings. 3.2 The equity shares of the Demerged Company are listed on the Bombay Stock Exchange of India Limited (ttbse") and the Madras Stock Exchange Limited ("MSE") and admitted to trading on National Stock Exchange of India Limited (UNSE") under permitted category by virtue of its listing on Madras Stock Exchange Limited (ttmse"). I 3.3 The total revenue of POCL stood at INR 3,424 million for the year ended March 31, (B) POCL Enterprises Limited 3.4 POCL Enterprises Limited, having its Registered Office at KRM Centre, 4th Floor, #2, Harrington Road, Chetpet, Chennai was incorporated on the 20 th day of May 1988 in the State oftamil Nadu. Page 30/9

44 NALAM & ASSOCIATES 3.5 The Resulting Company is engaged in the business of (i) import, export, buy, sell, supply, distribute, store, stock, maintain and or otherwise handle and deal in all kinds, finished or unfinished, of products, goods or commodities, parts, ingredients, metals, chemicals, raw materials, accessories, plant and machinery, food and allied products or any other Goods by whatever name called (ii) To carryon the business of manufacturing, distributing, buying, selling supplying, converting, importing, exporting, storing, stocking, treating, refining, repairing, maintaining, charging, re-charging, re-storing, re-conditioning, Zinc Metal, Lead Metal, Zinc Ingots, Zinc Dross, Zinc Oxide, Lead Sub Oxide, Lead Oxide, Litharge, Red Lead, Zinc Lead Salt and Oxide, Salts and Oxides of other metals including PVC Stabilizers and all types of batteries, including storage batteries, dry batteries, button batteries, solar power batteries or otherbatteries, their components, parts, ingredients, substances, systems, consumables, accessories or fittings and to do all acts and things necessary for the attainment of foregoing objects (hereinafter referred to as the "Business of the Resulting Company"). I 3.6 The Resulting Company is an unlisted public company and the entire issued, subscribed and paid up equity share capital is held by the Demerged Company. 3.7 The total revenue of PEL stood at INR 210 million for the year ended March 31, The businesses of the Demerged Company are presently structured and carried on by way of separate undertakings for Metallic Oxides Division, Plastic Additives Division, Zinc Refining Division, Lead Refining Division, and Lead Smelter/Refining/Alloying/Compound Division. 3.9 The considerations, factors and financials applicable to the businesses comprised in different undertakings, including growth trajectories, maturity age and requirement of funds, are different in nature in comparison to the business in other divisions of the Demerged Company. 3.10As part of an overall business reorganization plan and in order to provide for the optimum running, growth and development of the divisions and interests of the Demerged Company it is necessary to segregate and realign the same appropriately. In these circumstances, it is considered desirable and expedient to restructure the businesses of the Demerged Company by demerging, transferring and vesting the Metallic Oxides Division, Plastic Additive Division, Zinc Refining Division, Lead Refining Division of the Demerged Company into the Resulting Company in the manner and on the terms conditions stated in this Scheme of Arrangement. Page 4 0/9

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49 NALAM & ASSOCIATES Appendix II Determination of Share Entitlement Ratio for issue ofequity Shares ofpocl Enterprises Limited (PEL) towards consideration for Demerged Undertakings 1 Tangible Assets 49,113,100 2 Capital Work - In-Progress 1,594,199 3 Non- Current Investments 2,294,117 4 Long -term loans and advances 1,646,791 5 Inventories 126,550,226 Trade Receivables 228,724,984 Cash and Cash Equivalents 60,518,761 Short - Term Loans and advances 75,467,507 9 Other current assets 153 Total Assets (A) 1 Long Term Borrowings 36,517,118 2 Long - Term Provisions 3,111,103 3 Short Term Borrowings 362,654,006 4 rade Payable 18,492,277 5 Other Current Liabilities 19,182,482 6 Short - Term Provisions 79 Total Liabilities 558,021, C NetAssets Value ofdemerged Undertakings (A-B) Rs. 116,276,573 D Value per Equity Share of PEL [As per Appendix I (E)] Rs E Number ofequity shares (C/D) 4,889,679 F Number of existing Equity Shares ofpocl 11,151,985 G Ratio for issue ofpel Shares (ElF) [Entiltment Ratio] 0.44:1 OR 0.50:1 Page 90/9

50 ANNeX' l> Itt:: ~ PONDY OXIDES &CHEMICALS LIMITED POCL REPORT OF AUDIT COMMITTEE IN CONNECTION WITH DEMERGER OF PONDY OXIDES AND CHEMICALS POCL ENTERPRISES LTD PRESENT: Mr. D P Venkataraman Mr. Ani! Kumar Sachdev Mr. Harish Kumar Lohia Mr. P N Sridharan Mr. K Kumaravel : Chairman of the Committee : Member : Member : Member : GM Finance & Company Secretary 1. Background: 1.1 A meeting of Audit Committee was held on December 18, 2013 to consider and examine the draft Scheme of Arrangement (DemergerJ (hereinafter referred to as Scheme) under Section 391 to 394 of The Companies Act, 1956, between the Company Mis Pondy Oxides and Chemicals Limited (Demerged Company or Transferor Company) with Mis POCL Enterprises Limited (Resulting Company or. Transferee Company) and their respective Shareholders whereby four units of the Demerged Company namely Unit 1- MOD, Unit 11 PAD, Unit V- ZRD and Unit VJ- ARD is to be demerged and vested in Mis POCL Enterprises Limited. 1.2 This report of Audit Committee is issued in terms of SEBI Circular No. CIR/CFD/DIL/5/2013 dated February 4, 2013 as amended by SEBI Circular No. CIR/CFD/DIL/8/2013 dated May 21,2013 (together referred to as SEBI Circulars) issued by Securities and Exchange Board of India (SEBI). The requirements of SEBI Circulars, inter alia, making it mandatory for the Audit Committee to recommend the draft scheme and valuation report in connection with the demerger of Transferor Company and Transferee Company to the Board. 1.3 The Audit Committee considered and perused the following documents: a) Draft Scheme of Arrangement b) Valuation Report dated December 3, 2013 issued by Mis Nalam & Associates, Independent Chartered Accountant. c) Fairness Opinion dated December 5, 2013 issued by Mis Quintessence Enterprises Private Limited, Category 1- Merchant Banker, pursuant to Clause 24(h) of the Listing Agreement and SEBI Circulars. -\.,fi-~ KRM Centre, 4th Floor, :# 2, Harrington Road, Chetpet, Chennai India. Ph. : , Fax: info@pocl.co.in Web:

51 An ISO Certified Company 2. Rationale and Benefits ofthe Scheme: The Audit Committee at its aforesaid meeting noted that the demerger of Undertakings of Demerged Company into Resulting Company will, inter alia, have the following benefits: a) The Company will be able to focus more on the individual products and thereby accelerating its growth and improving profitability. This will have a positive impact on the company's business. The Company will also be able to increase its presence in non-ferrous metal industry. b) The re-organisation will essentially ensure better operational management which will inturn enhance the returns to the shareholders, employees and is also to general public. c) The business of the both the companies can be pursued and carried on more conveniently and advantageously with greater focus and attention through two separate companies, each having their own management team and administrative set up. Further the business considerations and factors applicable to each business can be addressed more effectively and adequately by the respective companies. 3. Salient Features ofthe Scheme: The Audit Committee further noted the salient features of the draft scheme as under: a) The Appointed Date for the Scheme is April 1, 2013 b) The Scheme provides for transfer/demerger of Unit J- MOD, Unit JI- PAD, Unit V- ZRD and Unit VI- ARD of the Demerged Company on a going concern basis, into Resulting Company including all properties, rights and power and all debts, liabilities, duties and obligations comprises in and/or pertaining to the said undertakings. c) The Resulting Company shall allot 1 (One) Equity Share of Rs. 10/- each credited as fully paid up for every 2 Equity Shares ofrs. 10/- each held by the shareholders ofthe Demerged Company d) The existing equity share capital of the Demerged Company will be re-organised and stand reduced from the present sum of 11,15,19,850/- divided into 1,11,51,985 Equity Shares of. Rs.10/- each to 5,57,59,930 divided into 55,75,993 Equity Shares ofrs 10/- each. e) All employees of undertakings to be demerged will become the employees of the Resulting Company on the same terms and conditions.

52 " 4. Recommendation ofaudit Committee: An ISO Certified Company The Committee, after reviewing the Valuation Report and the Fairness Opinion and the methodologyibasis adopted by the Valuer, was satisfied with the Valuation Report and is of the Opinion that the Share Entitlement Ratio is fair and reasonable. The Audit Committee accordingly recommended the following to the Board of Directors of Mis Pondy Oxides and Chemicals Limited: a) Draft Scheme of Arrangement for Demerger between Mis. Pondy Oxides and Chemicals Limited with Mis. POCL Enterprises Limited may be approved. b) Valuation Report obtained from Mis Nalam & Associates, Independent Chartered Accountant may be adopted. c) Share Entitlement Ratio of 0.50:1 i.e., The Resulting Company shall allot 1 (One) Equity Share of Rs each credited as fully paid up for every 2 Equity Shares of Rs each held by the shareholders of the Demerged Company The Board may please take note of this report Date: Place: Chennai For and On behalf ofaudit Committee Mis Pondy Oxides and Chemicals Limited,V ~

53 A~NE'~uRe 5" QUINTESSENCE ENTERPRISES PRIVATE UMITED Adm. Off.: 8-2..(JJ31B133/A19. B - 201, bhera Nagar. Road No. 10, Banjara Hills, Hyderabad TeleIFax: FAIRNESS OPINION ON THE SCHEME OF ARRANGEMENT (DEMERGER) BETWEEN PONDY OXIDES AND CHEMICALS LIMITED ("Demerged or Transferor Company") AND POCL ENTERPRISES LIMITED ("Resulting or Transferee Company") AND THEIR RESPECTIVE SHAREHOLDERS (Under the provisions of Section 391 to 394 ofthe Companies Act, 1956) 1. The Board ofdirectors Pondy Oxides and Chemicals Limited (POCL) KRM Centre, 4th Floor, #2, Harrington Road, Chetpet, Chennai The Board ofdirectors POCL Enterprises Limited (PEL) KRM Centre, 4th Floor, #2, Harrington Road, Chetpet, Chennai Dear Sirs, We, Quintessence Enterprises Pvt. Ltd., ('QEPL,), refer to our offer letter dated 23 rd September, 2013 which has been duly accepted by you, whereby you have appointed us as an Independent Merchant Banker for furnishing a 'Fairness Opinion' on the valuation carried out by the Valuer, Mis Nalam & Associates, Chartered Accountants vide report dated 3 rd December, 2013, pursuant to Clause 24 (f) oflisting Agreement. Fairness Opinion on valuation of POCL & PEL Page I 1 Reg: office: 'NANDANAM' 8-2..ao3l1NP, Plot No. SA, Road No. 10, Banjara Hills, Hyderabad

54 The methodology used and the valuation arrived at based on the Valuation Report furnished by Mis Nalam & Associates, Chartered Accountants, Hyderabad , for the proposed demerger of Metallic Oxides Business ("Demerged Undertaking 1") Plastic Additives Business ("Demerged Undertaking 2") Zinc Refining Business ("Demerged Undertaking 3") Unwrought Lead Business ("Demerged Undertaking 4") is Fair. We enclose herewith a Valuation Report by Mis Nalam & Associates Chartered Accountants. We hereby give our consent to present and disclose the Fairness Opinion in the general meeting of the shareholders of POCL and PEL pursuant to Clause 24 (t) of Listing Agreement, to the Bombay Stock Exchange of India Limited (BSE» and the Madras Stock Exchange Limited ("MSE") and the Hon'ble High Court of Judicature at Madras and such other authorities in connection with the proposed purpose. We highly appreciate the co-operation and support received by us from your representatives during preparation ofthe said Fairness Opinion Report Thanking you, Yours faithfully, For and on behalf of 05112/2013 Hyderabad Fairness Opinion on valuation of poel & PEL Page I 2

55 QUINTESSENCE ENTERPRISES PRIVATE limited Adm. Off.: 8-2-flJ3/B133/A19, B - WI, Zahera Nagar, Road No. 10, Banjara Hills, Hyderabad TeleJFax: FAIRNESS OPINION ON THE SCHEME OF ARRANGEMENT (DEMERGER) BETWEEN PONDY OXIDES AND CHEMICALS LIMITED ("Demerged or Transferor Company") AND POCLENTERPR1SESLIMITED ("Resulting or Transferee Company") AND THEIR RESPECTIVE SHAREHOLDERS (Under the provisions ofsection 391 to 394 ofthe Companies Act, 1956) 1. PURPOSE: Pondy Oxides and Chemicals Limited (POCL) has proposed that its undertakings comprising Metallic Oxides Business ("Demerged Undertaking 1") Plastic Additives Business ("Demerged Undertaking 2") Zinc Refining Business ("Demerged Undertaking 3") Unwrought Lead Business ("Demerged Undertaking 4") be segregated and demerged, pursuant to a Scheme of Arrangement (Demerger) under Sections 391 to 394 ofthe Companies Act, 1956 and transferred to its subsidiary POCL Enterprises Limited (PEL), for achieving better focus in these areas. POCL will continue to focus on its remaining businesses. The purpose of the Fairness Opinion on the Scheme is to determine whether value at which and the number of shares to be allotted by POCL Enterprises Limited to the shareholders ofpocl in the event ofproposed demerger is fair. The Company has to submit this Fairness Opinion to the Bombay Stock Exchange of India Limited ('ESE) and the Madras Stock Exchange Limited ("MSE") in accordance with clause 24 (f) of the listing agreement to obtain the no-objec' certificate to go ahead with the scheme. «,f\ter/j/'/ q, ~d.l: \S'1l) (J C/:;C I.!\ fairness Opinion on valuation of poel & PEL ~ H'Yd~ ~ Page I 3 \II. ~ " (fin.on'" "'0 it 'f Reg: office: 'NANDANAM' 8-2.,603l1NP, Plot No. SA, Road No. 10, B ills, Hyderabad

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59 POCL, have significant potential for growth. The nature of risk and competition involved in each of these businesses is distinct from others and consequently each business or undertaking is capable of attracting a different set of investors, strategic partners, lenders and other stakeholders. There are also differences in the manner in which each of these businesses are required to be managed. In order to enable distinct focus of potential investors to invest in some of the key businesses and to lend greater focus to the operation ofeach of its diverse businesses, POCL proposes to reorganize and segregate, by way ofa demerger, its business and undertakings engaged in: Metallic Oxides Business ("Demerged Undertaking 1") Plastic Additives Business ("Demerged Undertaking 2") Zinc Refining Business ("Demerged Undertaking 3") Unwrought Lead Business ("Demerged Undertaking 4") Demerger of the above from the Demerged Company to the Resulting Company will facilitate the Resulting Company to participate more vigorously and profitably in an increasingly competitive and liberalized market, and result in simplification of group structure and cost efficiency of respective companies and greater revenue inflow would be to the benefit ofall the shareholders and creditors ofthe respective companies. Valuation methods The following are the generally available valuation methods: Net Assets Value ("NA V") Method; Market Value Method; and Yield Method Discounted Free Cash Flow Method Since the nature of business and market conditions vary from company to company and from business to business, different methods of valuation are evaluated and which is relevant to the context of the company and its business is chosen for valuation. Sometimes a combination ofthe above method is also adopted. Though the Transferor Company is a listed entity but the Transferee Company being an unlisted company, the Market Value Method is not considered as appropriate. The discounted free cash flow of the companies cannot be predicted accurately or with reasonable accuracy, hence the same is not considered. Further the Transferee Company does not have any dividend track record and therefore considering the value under yield method does not arise. Considering the shareholders value in the business of the companies, Net Assets Value Method is considered more appropriate and the same is used for fair valuation ofthe undertakings. Fairness Opinion on valuation of POCL 8< PEL Page I 7

60 As per the scheme of arrangement, the Net Assets Value of Resulting Company or Transferee Company as on March 31, 2013 based on the net assets before the restructuring is given in Appendix - I Net Asset Value Method The Net Assets of the company are determined and then the figure is divided by the number ofequity shares issued and paid-up to arrive at the intrinsic value per share. The Net Worth of Resulting company as on the appointed date i.e., 1st April, 2013, has been arrived at as Rs.18,585,658 on the basis ofthe book value ofassets and liabilities as per the audited balances sheet as on 31 st March, The value of each equity share has been worked out at Rs per share by dividing the net worth with the 781,465 fully paid up equity shares ofrs.lo/-, each as on 1st April, Hence, fair value ofthe PEL as on 01104/2013 is Rs per share which appears to be fair and justified. Thus PEL will allot 0.50 share of face value of Rs. 10/-, each for every one share of face value of Rs. 10/- each held in POCL the Demerged Company. The said ratio of 0.50:1 has been recommended as per Appendix - I 7. OPINION ON VALUATION REPORT As Merchant Bankers furnishing an opinion about the fairness ofthe valuation done by the valuer, based on the information, material, data made available to us including valuation report and workings to the best ofour knowledge and belief, the methodology applied and the valuation arrived at by MIs Nalam & Associates, Chartered Accountants is Fair. 8. LIMITATIONS OF THE FAIRNESS OPINION ON THE VALUATION The assignment did not include the following: )r An audit ofthe financial statements ofthe company )r Oil 1ying out a market survey 1financial feasibility for the Business )r Financial and Legal due diligence Fairness Opinion on valuation of POCL & PEL Page 18

61 Our fairness opinion is based on the infonnation made available to us by the management of POCL. Any subsequent changes to the financial and other infonnation provided to us, may affect the result of value analysis set out in this report. This report fonns a fairness opinion on the valuation done by the valuer, MIs Nalam & Associates, Chartered Accountants, to arrive at the valuation for the proposed Scheme of Arrangement, and thus constitutes a limited Fairness Opinion report fromqepl. Our fairness opinion includes review of audited financial statements of POCL and PEL, based on the infonnation as mentioned by us in our report giving sources of information. We have reviewed the infonnation made available to us for over all consistency and have not carried out any detailed tests in the nature of audit to establish the accuracy of such statements and infonnation. Accordingly, we assume no responsibility and make no representations with respect to the accuracy or completeness ofany information provided by and on behalf ofthe company. Our Fairness Opinion should not be construed as investment advice, specifically, we do not express any opinion on the suitability or otherwise of entering into the proposed transaction. The information contained in this report is selective and is subject to updations, expansions, revisions and amendment, it does not purport to contain all the information recipients may require. No obligation is accepted to provide recipients with access to any additional infonnation or to correct any inaccuracis which might become apparent In rendering this Opinion, QEPL has not provided legal, regulatory, tax, accounting or actuarial advice and accordingly QEPL does not assume any responsibility in respect thereof. Further QEPL has assumed that the Scheme of Arrangement (Demerger) will be implemented on the tenns and conditions as set out in the draft Scheme of Arrangement (Demerger), without any material changes to or waiver of its tenns and conditions. We hereby declare that we do not have any direct or indirect interest in the Company I assets valued. Fairness Opinion on valuation of poel & PEL Page I 9

62 This report is issued on the understanding that it is solely for the nse of the persons to whom it is addressed and for the pnrpose described above. We will not accept any liability or responsibility to any person other than those to whom it is addressed. The report must not be made available or copied in whole or in part to any other person without our express written permission. It may further be noted that in no circumstances shall the liability of Quintessence Enterprises Private Limited (QEPL), its directors or employees related to the service provided in connection with this value analysis, exceed the amount paid to us as our fees for this opinion /2013 Hyderabad Fairness Opinion on valuation of poel & PEL Page 110

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65 Shareholding Pattern- Pre De-Merger of Mis. Pondy Oxides and Chemicals Limited (As on November 30,2013) Pre De Merl?:er Category Total N Total No. of Shares in Total Sit;...!g as a Percentahe of Code Category of shareholder shareholders Shares Demat Total Number of Shares Shares Pledged or Otherwise Encumbered As a percentage As il'vn of (A+B) As a % of(a+b+c) No. of Shares (IX)= (I) nl) (III) (IV) (V) (VI) (VII) (Vllll (~I)jJIV}*100 (A) Shareholding of Promoter & Promoter Group (1) Indian [a) Individuals/Hindu Undivided Family' [b) Central Government/State Government[~] 0 0 (1 (l.oo [CJ Bodies Corporate Financial Institutions/Banks (l.ao a eel Any Other [Specify] a 0 a a a 1 0'"' IV 1 (2) Foreign Individuals (Non-Resident Individual/Foreign (a) Individual] a a a a a [b] Bodies Corporate 0 0 a a a [CJ Institutions 0 a a 0 [d] Qualified Foreign Investor a a a a 0 [e) Any Other (Specify1- Directors/Relative NRI a 0 & Promoter * One promoter Mr. Ani! Kumar Bansal is holding 3 different folios, ~ ~ c "('(] m t:r'"

66 Category Code Category ofshareholder Total No. of shareholders Total NI. of Shares Shares in Demat Total II! as a D..., ~~..~..., of Total Number of Shares Shares Pledged or Otherwise Encumbered ~JI) (Ill (III) (rv) (V) As a % of (A+B) (V!l As a % of (A+B+C) (VII) No. ofshares (VIII) As a percentage (IX)= (VIII)/(IV)*100 (B) Public Shareholding (1) Institutions fa) Mutual Funds/ UTI NA NA fb) Financial Institutions/ Banks NA NA fcl Central Government/State Government[s) NA NA [d) Venture Capital Funds NA NA fe) Insurance Companies NA NA [f} Foreign Institutions Investor NA NA (g) Foreign Venture Capital Investor NA NA [h) Qualified Foreign Investor NA NA [I) Any Other (Specify) NA NA (2) Non-Institutions, [a) Bodies Corporate Individuals !l NA NA Individual Shareholders Holding nominal [b) share capital upto Rs. 1 Lakh NA NA Individual Shareholders Holding nominal (}'; share capital in excess Rs. 1 Lakh NA NA lp [Cl Qualified Foreign Investor NA ) NA (d) Any Other (Specify) NA NA Clearing Members Directors and their Relatives , Hindu undivided Family N on Resident Indians NA NA Total Public Shareholdin NA NA Total (A)+(B) o o (C) Shares held by custodians and against which Depository Receipts have been issued (1 ) Promoter and Promoter Group o o o () o NA NA (2) Public o o o o o NA NA o o >: _"'."r J...

67 Shareholding Pattern- Post De-Merger ofm/s. Pondy Oxides and Chemicals Limited r===c~ Post De-Merger Category Total No. of Total No. of Shares Total Shareholding as a Percentahe of Code Category of shareholder shareholders Shares Demat Total Number ofshares Shares Pledged or OtheIwise Encumbered, (I) fii) (Ill) 11\1) (V) As a % of (A+B) (VI) As a % of (A+B+C) (VII) No. ofshares (VIII) As a percentage (IX): (VlII)/(IV)*100 (A) (1) r (a) (b) (Cl (d) ( e) Shareholding of Promoter & Promoter Group Indian Individuals/Hindu Undivided Family Central Government/State Government( s) Bodies Corporate Financial Institutions/Banks Any Other (Specify) a a 0 a a 0 a 0 (f>.c ') (Z) (a) (b) (C) ( d) (e) Foreign Individuals (Non Resident Individual/Foreign Individual] Bodies Corporate Institutions Qualified Foreign Investor Any Other (Specify)- Directors/Relative NRI (),O() n.o(j o~oo a 0 ~ ~~ ITotal Shareholding of Promoter & Promoter Group (Al= fa)fll+:...i.:..::al1!:.zl- ---l_~ 4i~~~ 2S;7~\...~./ \'0 ~ 0' ( r,,',,,, ;., Ir: I ~'\, 0, "o~ ~./Co) u..:.t ~"" I "';,""' - ;,. i'._,_,.., : <--~~--<C:./ '~f.;~'l '~~-:::.--

68 ~~ Category~ I I Total No. of I Total No. of Code Category of shareholder shareholders Shares LilL (II) (Ill) (IV) Shares in Total Share holding as a Percentahe of Demat Total Number ofshares As a % of(a+b) As a % of (A+B+C) (V) (VI) (VII) Shares Pledged or OthenviseEncumbered No. of Shares (VIII) As a percentage (IX):(VJII)I (IV) *1 00 l (B) Public Shareholding (1) Institutions raj Mutual Funds! UTI o~oo 0,00 NA (b) NA Financial Institutions! Banks , NA NA (C) Central Government/State Government(sl (WO O~OO NA NA [d) Venture Capital Funds 0 a NA NA [ e) Insurance Companies o~oo NA NA (t) Foreign Institutions Investor NA NA [g) Foreign Venture Capital Investor NA NA rh) Qualified Foreign Investor NA NA Any Other [Specify) Ol a ,00 NA NA (2) Non-Institutions raj Bodies Corporate , NA NA Individuals- Individual Shareholders Holding nominal (b) share capital upto Rs. 1 Lakh ,88 26,88 NA NA (J'> Individual Shareholders Holding nominal V'1 share capital in excess Rs. 1 Lakh NA NA, [Cl Qualified Foreign Investor 0 a ,00 NA NA rd) Any Other [Specify) NA NA Clearing Members ,08 Directors and their Relatives ,06 Hindu undivided Family ,00 Non Resident Indians NA NA ITotal PUblics~:~ehOI!ling (B}=(B)(1}+(B)(2) I 8029 In G~259 ~L~~~~ ~="---- -,-- -,-",-,,-,,-...L. "'''~~~~~~~~~ ~~ ~'---- -'-"-' ~~~~~~~~~~J Total (A}+(B) o o (C) Shares held by custodians and against which Depository Receipts have been issued (ll Promoter and Promoter Group o o o 0 0 NA NA (2) Public o o o 0 0 NA NA 1

69 Shareholding Pattern- Pre De-Merger ofm/s. POCL Enterprises Limited (As on November 30, 2013) r - Pre" II 1""''''/lUI y Total No. of Total No. of Shares in Total Shareholding as a Percentahe of ~od~ Category of shareholder shareholders Shares Demat Total Number of Shares Shares Pledl!ed or Otherwis~ Encumbered I - (I) Asa% of (A+B) IASa%Of(A+B+C) No. of Shares Asapercentage (II) (III) (IV) (V) (VI) (VII) lvllil (IX)= (VIll)/(lV)*100 (A) SharehoJding of Promoter & Promoter Group (1) Indian [a) Individuals/Hindu Undivided Family 0 a NA NA (b) Central Government/State Government(s) a 0 0 0,00 0,00 NA NA [C) Bodies Corporate B ,00 100, (d) Financial Institutions/Banks a ,00 NA NA (e) Any Other (Specify) a a 0 0,00 0,00 NA NA 1 ()'>o (j> (2) Foreign Individuals (Non-Resident Individual/Foreign (a) Individual] a a NA NA [b) Bodies Corporate 0 a NA NA [C) Institutions , NA NA (d) Qualltled Foreign Investor a a a ,00 NA NA [e) Any Other (Specify)- Directors/Relative NRI a ,00 NA NA ~", protal Shar, eholding of Promoter & Promot:er Group 1 L_. ~A)=(~Ul~+~A~2~ -L.. ~ ~~~~~ ~~~~ ~~ -L ~''~ J- L- ~ "'... ('I (~, '... ~ «.0 ~~;.. '-'I,<.~~!ri v /,.;;.\ ~ C). t..d t~";l " J"... >-' \3." [.:j'l / r;; C"\ /'" b?('/'_~';'" ".' )"(V 1 \ \: ''':';-~::<C;' " "~,,~7

70 Category Total a Code Cate or ofshareholder shareholders Shares Demat Total Number ofshares Shares Pled ed or Otherwise Encumbered (I) II JIIIL (IV As a % of (A+B+C) No. ofshares As a percentage ~,,1I1 (VIII) 1JX)=: (VIII)/(IV)*100 (8) Public Shareholding (1) Institutions [a) Mutual Funds/ UTI 0 0 a NA NA (b) Financial Institutions/ Banks 0 0 a NA NA (C) Central Government/State Government(s) a 0 a NA NA (d) Venture Capital Funds a a NA NA (e) Insurance Companies 0 a a NA NA (f) Foreign Institutions Investor 0 a a NA NA (g) Foreign Venture Capital Investor a a NA NA (h) Qualified Foreign Investor 0 a NA NA 0) Any Other (Specify) a a NA NA (2) Non-Institutions (a) Bodies Corporate Individuals- 0 a NA NA Individual Shareholders Holding nominal share (b) capital upto Rs. 1 Lakh a NA NA Individual Shareholders Holding nominal share 1 capital in excess Rs. 1 Lakh a a (J (j:> NA NA ec) Qualified Foreign Investor 0 0 () NA NA f\. (d) Any Other (Specify) 1 Clearing Members a NA NA Directors and their Relatives 0 a NA NA Hindu undivided Family a a NA NA Non Resident Indians a NA NA ISub- Total (8)(2) 0 0 O==r _0_... a I Total (A)+(8) Shares held by custodians and against which (C) Depository Receipts have been Issued (1) Promoter and Promoter Group 0 a NA NA (2) Public NA NA

71 Shareholding Pattern~ Post De-Merger ofm/s. POCL Enterprises Limited Post Category Total No. of Total No. of Shares in Total Shareholding as a Percentahe of Code Category of shareholder shareholders Shares Demat Total Number ofshares Shares Pledged or Otherwise Encumbered As a % of (A+B) IAs a % of (A+B+C) (IJ (II) (III) (IV) (V) (VI) (VII) No. of Shares (VIII) I As a percentage (IX): (VIII)I'(IV)-100 (A) (ll [al [b) [Cl [d1 (el SharehoJding of Promoter & Promoter Group Indian Individuals/Hindu Undivided Family Central Government/State Government[sl Bodies Corporate Financial Institutions/Banks Any Other (Specif'yJ 16 0 a a a a a :l.l (2) Foreign Individuals (Non-ReSident Individual/Foreign [a) Individual) (bl Bodies Corporate (C) Institutions [d) Qualified Foreign investor (e) Any Other (Specif'yJ' Directors/Relative NRi a 0 a a 1 a a a a a a 0 a a a "' Total SharehOld.lng ofproltioter & Promoter Group L- -l..(a): I (A)(lJ...li\)(2) 18 dfi,.;:';. Cl;:~~...>~)~<./- 0';- ';,< 1::.~::(.1 "~"'::("." \lc~ (o V"".;...,,'::../..,... C'o livl /(;)} V.\... i', _'/"; //'" / \ ", -',;-;.( /,'.. /'.-~

72 rategory I, Total No. of Code Category of shareholder shareholders Shares in Demat Total Shareholding as a Percentahe of Total Number of Shares IShares Pledged or Othe,rwise Encumbered No. of Shares (VIII) I As a percentage (IX}= (VIII)/(IV)*100 (B) Public Shareholdlng (1) Institutions ra) Mutual Funds/ UTI NA NA (b) Financial Institutions/ Banks NA NA (C) Central Government/State Government(s] 0 a NA NA (d) Venture Capital Funds Q a NA NA (e) Insurance Companies NA NA to Foreign Institutions Investor 0 a NA NA (g] Foreign Venture Capital Investor NA NA (h) Qualified Foreign Investor ,00 NA NA (I) Any Other (Specify] 0 0 a NA NA (2) Non-Institutions (a) Bodies Corporate Individuals ,<) NA NA Individual Shareholders Holding nominal share (b) capital up to Rs. 1 Lakh NA NA Individual Shareholders Holding nominal share ~ capital in excess Rs. 1 Lakh , NA NA,,...p (C) Qualified Foreign Investor a NA NA (d) Any Other (Specify) NA NA Clearing Members , Directors and their Relatives , Hindu undivided Family Non Resident Indians ,37 NA NA t='a..t '7 Total (A)+(BJ Shares held by custodians and against which (C) Depository Receipts have been issued Promoter and Promoter Group NA NA (2) Public NA NA ~=~~~~~~~:ic:~~=::i-~1(~1.~~~ C \,,\.. \'v /,';1 \.' >'--:~.:--(\>

73 An ISO Cenllie4 COfI\Panv I The financial details of the Transferor IDemerged Company for the previous 3 years as per the audited statement ofaccounts and half year ended September 30,2013: Name ofthe Company: Mis. Pondy Oxides and Chemicals Limited I Unaudited with As per last I I (Rs. in Crores) 1 year prior to ' 2 years prior. t 0 Limited Review Audited the last Audited the last Audited Financial Year Financial Year Financial Year i I September Equity Paid up Capital I Reserves and surplus Carry forward losses Net Worth ! Miscellaneous Expenditure : Secured Loans ! Unsecured Loans i I Fixed Assets Income from Operations Total Income Total Expenditure Profit before Tax Profit after Tax Cash profit I I EPS* 1.80 i I : Book value* * Amount in Actuals and on per share basis For Pondy Oxides and Chemicals Limited KKumaravel GM Finance & Co. Secretary

74 POCL ENTERPRISES LIMITED The financial details of the Transferee/Resulting Company for the previous 3 years as per the audited statement ofaccounts and halfyear ended September 30,2013: Name ofthe Company: M/s. POCL Enterprises Limited Half year ended Audited financials September 2013 Equity Paid up Capital 0.78 Reserves and surplus 1.17 Carry forward losses 0 Net Worth 1.95 Miscellaneous Expenditure 0 Secured Loans 2.19 Unsecured Loans 0.14 Fixed Assets 0.15 Income from Operations Total Income Total Expenditure : Profit before Tax 0.14! Profit after Tax 0.05 Cash profit 0.09 EPS* Book value* As per last Audited Financial Year (Rs. in Crores) I 1 year prior to 2 years prior to I the last Audited the last Audited Financial Year Financial Year I : : 0 I I 0.85 o i : i * Amount in Actuals and on per share basis For POCL Enterprises Limited KKumaravel Director BSI... '*r.-.. o KRM Centre, 4th Floor, # 2, Harrington Road, Chetpet Chenna, indio. Ph. ; { Fax; , info@pocl.co.in Web:

75 ' COMPLIANCE REPORT ON CORPORATE GOVERNANCE An ISO Certified Company Name of the Company Date : Pondy Oxides and Chemicals Limited : 30/09/2013 (As last submitted by the Company) rt Clause of Compliance Particulars Listing Status agreement, Yes/No Remarks l ri I Board of Directors I 49 I -~-_y-e_s_-t_----~ I I Lffil Composition of Board...~...~~..49 (IA) I Yes I (B) Non-executive Directors' compensation & 49 (IB), Yes ' disclosures ~------t----:---~------j I, (C) Other provisions as to Board and 149 (lc) Yes I Committees ' 1. U2LSode of Conduct Yes_-1 ' II. Audit Committee [II) ~::._.-i ; I(A) Qualified & Independent Audit Commit.t_e_e-t-_4_9..._IIA...L,J t-.~ ~ LillMeeting of Audit Committee~ -j._4.:.:9~j=lbc...t.)_---' --' ~ ~. f rc) Powers of Audit Committee, 49 (IIC) i Yes ---I ~:!l12l.-i ~ Role of Audit Committee 49 Yes I (E) Review of Information by Audit 49 (lie) I Yes L COInmittee t....J Subsidiary Companies. ~ 49 Not Applicable i...~.~ I IV. DiscJosures...~ j ~ A Basis of related party transactions. j----"'-_""'--_i-- Y_e_s -tl.~.._ B Disclosure of Accounting Treatment Yes ---i. I rc) Board Disclosures - ---, :----Y-e-s- I ~!Co) Proceeds from public issu-e-s'-, r-i-gh:-t-s-i~ss-u-e-s,-j--~~ Yes I.-~! referential issues etc. l...-j (E) Remuneration of Directors 49 (lve)! Yes Complied in the I I Annual Report. I I (FJ ManagementJj9 (IVF)c---+-i_~_Y_es~_--;..I -DO--. (G) Shal"eholders ~._~.~_ I 49 (IYGL.-L Y_es~ + --_~-- j' : V.CEO CFO Certification.. i~~ Yes -DO VI. Report on Corporate Governance 49 (VI) Yes Complied in the Annual Report I VII. Compliance I.=l For Pondy Oxides and Chemicals,Limited.. KKumaravel GM Finance & Co. Secretary

76 fh.jnc-x'ore or POCL An ISO Certified Company Compliance report with the requirements specified in Part-A of the Circular CIR/CFD/DILl5/2013 dated February read with circular no. CIR/CFD/DILl8(2013 dated May Sub: Application under Clause 24(f) of the Listing Agreement for the proposed scheme of Demerger between Mjs Pondy Oxides and Chemicals Ltd with Mjs POCL Enterprises Ltd In connection with the above application, we hereby confirm that we satisfy all the conditions as stipulated in the aforesaid SEBI circular, as given hereunder: S. No Requirements as per CIRjCFDjDILj5 j2013 Whether Complied or not & How dated February 4, 2013 read with circular no. CIRjCFDjDILj8j2013 dated May 21, Listed companies shall choose one of the stock Complied. exchanges having nation-wide trading terminals as the designated stock exchange for the purpose The Company has chosen BSE as the of coordinating with SEBI. Designated Stock Exchange (Enclosed as Annexure-ll) Compliance as per Part A, Annexure I to the Circular 2. Documents to be submitted: 2.a Draft Scheme of arrangementj amalgamationj Complied mergerj reconstructionj reduction of capitat etc. (Enclosed as Annexure 2) 2.b Valuation Report from Independent Chartered Complied Accountant (Enclosed as Annexure-3) 2.c Report from the Audit Committee recommending Complied the DraftScheme (Enclosed as Annexure-4) 2.d Fairness opinion by merchant banker Complied (Enclosed as Annexure-5) 2.e Pre and post amalgamation shareholding pattern Complied of unlisted company (Enclosed as Annexure-6) 2.f Audited financials of last 3 years (financials not Complied i being more than 6 months 'Old) of unlisted (Enclosed as Annexure-7) company; 2.g Compliance with Clause 49 of Listing Agreement Complied (Enclosed as Annexure-8) 2.h Complaints Report Will be complied. The Report will be submitted after the expiry of 21 days from date of filing the documents under Section 24(f).

77 S.No Requirements as per CIR/CFD IDIL/5/2013 dated February 4,2013 read with circular no. CIR/CFD/DIL/H/2013 dated May 21, 2013 An ISO CertHied Com any Whether Complied or not & How 3. The equity shares sought to be listed are proposed to be allotted by the unlisted Issuer (transferee entity) to the holders of securities of a listed entity (transferor entity) pursuant to a scheme of reconstruction or amalgamation (Scheme) sanctioned by a High Court under Section ofthe Companies Act, At least 25% of the post scheme paid up share capital of the transferee entity shall comprise of shares allotted to the public holders in the transferor entity. Pursuant to the Scheme, Mis POCL Enterprises Ltd (Transferee Company) proposes to allot 55,75,992 Equity Shares ofrs. 101 each amounting to Rs. 5,57,59,9201 to the shareholders of the Transferor Company. Yes. Post Demerger, the Public Shareholding in the transferee company shall be more than 25% The transferee entity will not issue/reissue any shares, not covered under the Draft scheme. As on date of application there are no outstanding warrantsl instrumentsl agreements which give right to any person to take the equity shares in the transferee entity at any future date. If there are such instruments stipulated in the Draft scheme, the percentage referred to in point (b) above, shall be computed after giving effect to the consequent increase of capital on account of compulsory conversions outstanding as well as on the assumption that the options outstanding, if any, to subscribe for additional capital will be exercised. Yes.. The Company ensured that it will! not issue any shares which are not forming part ofthe scheme. Complied. There are not outstanding warrantsl instrumentsl agreements which give right to any person to take the equity shares in the transferee entity at any future date. 7. The shares of the transferee entity issued in lieu of the locked-in shares of the transferor entity are subjected to the lock-in for the remaining period. Will be Complied Nearly 2,75,625 equity shares are locked-in in the Transferor Company for a period of 3 year from Thus the shares are locked-in till Shares issued in the transferee company in lieu of aforesaid shares will be locked-in till in the transferee Company Date: lh KKumaravel GM Finance & Company Secretary

78 An ISO Certified Company Undertaking in relation to non-applicability of requirements prescribed in Para 5.16(a) of SEBI Circular No. CIR/CFD/DIL/S12013 dated February read with SEBI Circular No. CIR/CFDjDIL/ dated May (together referred to as SEBI Circulars) in respect of Scheme of Arrangement:. This is in connection with the Scheme of Arrangement between M/s. Pondy Oxides and Chemicals Limited (POCL or Demerged Company or Transferor Company) and M/s. POCL Enterprises Limited (PEL or Resulting Company or Transferee Company) and pursuant to the SEB! Circulars wherein SEBI has mandated all the listed companies to ensure that the scheme submitted with the Hon'ble High Court for sanction, provides for voting by public shareholders through postal ballot and e-voting in certain cases, in terms of Para 5.16(a) of the Circular. Accordingly, M/s Pondy Oxides and Chemicals Limited hereby undertake that the requirement of Para 5.16(a) of the SEBI Circular pertaining to voting by Public Shareholders through postal ballot and e-voting is not applicable on the Company for the following reasons: 1. Para S.16(a)(i) The aforesaid Clause states that where additional shares have been allotted to Promoter/Promoter Group, Related Parties of Promoter / Promoter Group, Associates of Promoter / Promoter Group, Subsidiary/(s) of Promoter / Promoter Group of the listed company. Reason for non-applicability: This sub-clause is not applicable in our case as upon the demerger coming into effect, the following has been envisaged: Resulting Company will allot 1 (One) Share of Rs. 10/- each credited as fully paid-up equity share for every 2 (Two) shares of Rs. 10/- each held by the shareholders of the Demerged Company prior to giving effect to reduction of capital as envisaged in the scheme... Reduction and consolidation of existing share capital of Demerged Company, so that the existing share capital of the demerged company, upon the scheme coming into effect is distributed evenly between the demerged Company and the Resulting Company. The Resulting Company will allot shares pursuant to the Scheme of Arrangement to all the shareholders of Demerged Company standing as on Record date in proportion to their entitlement and there would be no allotment of additional shares to Promoter / Promoter Group, Related Parties of Promoter / Promoter Group, Associates of Promoter / Promoter Group, Subsidiary /(s) of Promoter/Promoter Group of the listed company. Hence the above sub-clause will not be applicable in the present case. 2. Para S.16(a)(ii) The aforesaid Clause states that where the Scheme of Arrangement involves the listed company and any other entity involving Promoter / Promoter Group, Related Parties of Promoter / Promoter Group, Associates of Promoter /Promoter Group, Subsidiary/(s) of Promoter / Promoter Group

79 An ISO Certified Company Reason for non-applicability: This sub-clause is not applicable in our case as the Scheme is envisaged between Mis. Pondy Oxides and Chemicals Limited and its wholly owned subsidiary i.e., Mis. POCL Enterprises Limited and thus it does not involve any arrangement between Mis. Pondy Oxides and Chemicals Limited and Promoter I Promoter Group, Related Parties of Promoter I Promoter Group, Associates of Promoter IPromoter Group, Subsidiary I(s) of Promoter I Promoter Group 3. Para 5.16(a)(iii) The aforesaid Clause sates that where the parent listed company has acquired the equity shares of the subsidiary, by paying consideration in cash or in kind in the past to any of the shareholders of the subsidiary who may be Promoter IPromoter Group, Related Parties of Promoter I Promoter Group, Associates of Promoter I Promoter Group, Subsidiary/(s) of Promoterl Promoter Group of the parent listed company. and if that subsidiary is being merged with the parent listed company under the Scheme. Reason for non-applicability: This sub-clause is not applicable in our case as pursuant to the Scheme of Arrangement, units of Transferor Company are getting demerged into its wholly owned subsidiary. The Scheme does not involve merger of subsidiary with the parent listed company. In light of the above reasons, Mis. Pondy Oxides and Chemicals Limited is not required to seek approval of the public shareholders through postal ballot and e-voting in relation to the Scheme of Arrangement between Mis. Pondy Oxides and Chemicals Limited (Demerged Company) and Mis. POCL Enterprises Limited (Resulting Company). Anil Kumar Bansal Managing Director Date: Place: Chennai

80 New # 27 (Old # 19A) 1 st Floor Barnaby Road Kilpauk Chennai Tel.: Mobile: / jclients@gmail.com/info@jeeravla.com AUDITOR CERTIFICATE 1. In connection with the proposed "Scheme of Arrangement" under Sections 391 to 394 read with Sections 78 and 100 to 104 of the of thecompanies Act, 1956 between MIs. Pondy Oxides and Chemicals Limited (Demerged Company) and MIs. POCL Enterprises Limited (Resulting Company) and their respective shareholders, We, Jeeravla & Co, Chartered Accountants (Firm Registration No S), the Statutory Auditors of MIs. Pondy Oxides and Chemicals Limited, have examined the books of account, the Proposed Scheme and other relevant records.and documents maintained by the Company in the usual course of its business for the purpose of certifying the accompanying "Undertaking in relation to Non Applicability of Paragraph 5.16(a) of SEBI Circular No. CIR/CFD/DIL/5/2013 dated February 4, 2013 ("Original SEBI Circular") read with SEBI Circular No. CIR/CFD/DIL/8/2013 dated May 21,2013 ("Revised SEBI Circular"), ("the Undertaking"), duly stamped and initialed for identification. 2. The Management of the Company is responsible for the preparation ofthe Undertaking and the maintenance of proper books of account and such other relevant records as prescribed by applicable laws, which includes collecting, collating and validating data and designing, implementing and monitoring of internal controls relevant for the preparation of the Undertaking that is free from material misstatement, whether due to fraud or error. Compliance with the Original SEBI Circular and Revised SEBI Circular issued by SEBI is also the responsibility of the Company's Management. 3. Our responsibility, for the purpose of this certificate, is limited to certifying the particulars contained in the Undertaking on the basis ofthe books of account, the Proposed Scheme and other relevant records and documents maintained by the Company. We conducted our examination in accordance with the Guidance Note on Audit Reports and Certificates for Special Purposes and Standards on Auditing issued by the Institute of Chartered Accountants of India, which include the concepts of test checks and materiality. 4. Based on our examination and according to the information and explanations given to us, we certify that the undertaking provided by the Board of Directors of the Company that the requirements of Para 5.16(a) of the Original SEBI Circular as modified by the Revised SEBl Circular is not applicable to the Company for the reasons stated in paragraph 1 to 3 of the said Undertaking, is in accordance with the books of account, the Proposed Scheme and other relevant records and documents maintained by the Company. 5. This Certificate is issued at the request of the Company for submission to the Stock Exchanges in connection with the Proposed Scheme and should not be used for any other purpose without our prior written consent. For JEERAVLA & Co., Chartered Accountants FRN001323S ~J---<A-~ Sohan CJ Parmar Membership No Proprietor Date: 1S h Dec 2013 Place: Chennai

81 ANNe K'IJ ~c 10 (?, PONDY OXIDES &CHEMICALS UMITED POCL CERTIFIED TRUE COpy OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF M/S. PONDY OXIDES AND CHEMICALS LIMITED AT THEIR MEETING HELD ON 18 TH DECEMBER 2013 ================================================================== Adoption ofauditor Certificate on non-applicability of Postal Ballot and e-voting "RESOLVED THAT the Auditor Certificate obtained fromm/so Jeeravla & Co in compliance with Para 5.16(b) of SEBI Circular No'. CIR/CFD/DIL/5/2013 dated February 4, 2013 read with SEBI Circular No. CIR/CFD/DILj5/2013 dated May, 21, 2013 certifying the Undertaking given by the Company on non-applicability of the Postal Ballot and e-voting be and is hereby approved by the Board." / /CERTIFIED TO BE TRUE\\ For M/S PONDY OXIDES AND CHEMICALS LIMITED -%'Y~ KRM Centre, 4th Floor, # 2, Harrington Road, Chetpet, Chennai India. Ph. : , Fax: Info@pocl.co.in Web:

82 ANNt'X't)~e PONDY OXIDES &CHEMICALS limited POCL 1\ CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF MIS. PONDY OXIDES AND CHEMICALS LIMITED AT THEIR MEETING HELD ON 18 TH DECEMBER 2013 ================================================================== Appointment of Designated Stock Exchange "RESOLVED THAT in accordance with clause 24(f) of the Listing Agreement read with Clause I(A)(S.4), Clause I(B)(S.8) of the SEBI Circular dated February 4, 2013 of Securities and Exchange Board of India (SEBI) and other applicable requirements of the law, the draft Scheme ofarrangement between Mis. Pondy Oxides and Chemicals Limited with Mis. POCL Enterprises Limited be submitted to the Bombay Stock Exchange of India Limited or the SEBI, as may be applicable, in order to obtain No Objection Letter IObservation Letter ofthe said Stock Exchange or the SEBI as may be applicable. RESOLVED FURTHER THAT approval of the Board be and is hereby accorded for the appointment of Bombay Stock Exchange of India Limited (BSE) as Designated Stock Exchange for the purpose ofgiving effect to this resolution. RESOLVED FURTHER THAT Mr. K Kumaravel, GM-Finance and Company Secretary be and is hereby authorised to sign, jointly or severally, the application, forms, declarations, undertakings, letters, certificates or any othe r 'documents in order to give effect to this resolution." IICERTIFIED TO BE TRUE\\ For MIS PONDY OXIDES AND CHEMICALS LIMITED -~q- KRM Centre 4th Floor. # 2, Harrington Road, Chetpetl Chennai India. I Ph. : +91'. 44 _ , Fax: info@pocl.co.in Web:

83 ANNeX-u1?-E \2 POCL An ISO Certified Company Briefparticulars ofthe Transferee/Resulting and Transferor/Demerged Companies Particulars Transferee/ Resulting Transferor/ Demerged I-- f-- C_o_m-"p~ ~ r----c:ompany.l-- II Name of the company M/s. POCL Enterprises Limited M/s. Pondy Oxides and "'--, Chemicals Limited I Date of Incorporation & 20/05/ /03/1995 details of name changes, if any The name of the Company was The name ofthe Company has changed from Baschem Pharma not been changed since Limited to POCL Enterprises Incorporation. Limited vide ROC letter dated I 07/12/2010 r : j Registered Office KRM Centre, 4 th Floor, KRM Centre, 4th Floor, #2, Harrington Road, #2, Harrington Road, Chetpet, Chetpet, Chennai Chennai i Tamil Nadu Tamil Nadu Brief particulars ofthe 1. The Appointed Date for the Scheme is April 1, 2013 scheme 2. The Scheme provides for transfer/demerger of Unit 1- MOD, Unit II- PAD, Unit V- ZRD and Unit VI- ARD of the Demerged Company on a going concern basis, into Resulting Company including all properties, rights and power and all debts, liabilities, duties and obligations comprises in and/or pertaining to the said undertakings. 3. Shareholders of Demerged Company will receive 1 (One) Equity Share of Rs. 10/- each of the Resulting Com pany credited as fully paid-up for every 2 (Two) Equity Share of Rs. 10/- each held in Demerged Company. 4. The existing equity share capital of the Demerged Company will be re-organised and stand reduced from the present sum of 11,15,19,850/- divided into 1,11,51,985 Equity Shares of Rs.l0j- each to 5,57,59,930 divided into 55,75,993 Equity Shares of Rs 10/- each. Rationale for the scheme 1. The Company wants to focus more on the individual products, Non-ferrous metal market requires administration and updation on day to day basis. The Company wants to focus more on non-ferrous metal to excel its profit and growth. The management believes that this will have positive impact and company will be able to further increase its presence in nonferrous metals. '--..l _~ The business of the both the companies can be pursued and carried on more conveniently and advantageously with greater focus and attention through two separate companies, each having their own management team and administrative i set up , r;. CI,'/~ ".; '-{? /d.~-;''1: ~~/r ~'~;i;- O.,..... ~t.:;i 60 ",., ''"I ~~b~ ~ <~~;~-...l ~'J-':(~. ~/,;,,'1 r;;

84 3. Further the business considerations and AifS!i«a1f1ft.~~~6i\1pt~ I each business can be addressed more effectively and adequately by the respective companies. 4. The re-organisation will essentially ensure better operational management which will in-turn enhance the returns to the shareholders, employees and is also to general public Date of resolution passed by the Board of Director of the company approving the scheme Date of meeting of the Audit Committee in which the draft scheme has been approved Appointed Date 18/12/ /12/2013 Not Applicable 18/12/2013 The Appointed Date is 01/04/2013 Name of Exchanges where İ securities ofthe company are ; listed i Nature of Business Unlisted Public Company (i) To import, export, buy, sell, supply, distribute, store, stock, maintain and or otherwise handle and deal in all kinds, finished or unfinished, of products, goods or commodities, parts, ingredients, metals, chemicals, raw materials, accessories, plant and machinery, food and allied products or any other Goods by whatever name called (ii) To carryon the business of manufacturing, distributing, buying, selling supplying, converting, importing, exporting, storing, stocking, treating, refining, repairing, maintaining, charging, recharging, re-storing, reconditioning, Zinc Metal, Lead Metal, Zinc Ingots, Zinc Dross, Zinc Oxide, Lead Sub Oxide, Lead Oxide, Litharge, Red Lead, Bombay Stock Exchange, Madras Stock Exchange The Company is admitted to i trading on National Stock Exchange under permitted category through Madras.St!Ock Exchange. To carryon the business of manufacturing, distributing, buying, selling supplying, converting, importing, exporting, storing, stocking, treating, refining, repairing, maintaining, charging, recharging, re-storing, reconditioning, Zinc Metal, Lead Metal, Zinc Ingots, Zinc Dross, Zinc Oxide, Lead Sub Oxide, Lead Oxide, Litharge, Red Lead, Zinc Lead Salt and Oxide, Salts and Oxides of other metals including PVC Stabilizers and all types of batteries, including storage batteries, dry batteries, button batteries, solar power batteries or other- batteries, their components, parts, ingredients, substances, systems, consumables, accessories or fittings and to do all acts and things necessary for the attainment of foregoing

85 POCL Zinc Lead Salt and Oxide, Salts objects An ISO 900 I 2008 Certified Company and Oxides of other metals including PVC Stabilizers and all types of batteries, including storage batteries, dry batteries, button batteries, solar power batteries or other- batteries, their components, parts, ingredients, substances, systems, consumables, accessories or fittings and to do all acts and things necessary for the attainment of foregoing objects Capital before the scheme Authorised Capital- Rs. Authorised Capital- Rs. 1,70,00,000/ 12,40,00,000/ Paid Up Capital- Rs. Paid Up Capital- Rs. 78,14,650/ 11,15,19,850/ No. of shares to be issued i Cancellation of shares on i Not Applicable. account of cross holding, if any The Resulting Company does not hold any shares in the Demerged Company. The Resulting Company will allot 55,75,992 equity shares of Rs. 110/- each amounting to Rs. 5,57,59,920. I The Demerged Company holds 7,81,465 equity shares (Entire Share Capital) ofrs. 10/- each in the Resulting Company. The shares held the demerged company will not be cancelled and the Company will continue to hold the same number of shares after the demerger as well. Capital after the scheme Paid Up Capital of the Company The Paid Up Capital of the will be enhanced to Company will be Rs. 6,35,74,570/- whereas the 5,57,59,930/- whereas the Authorised Capital will be Authorised Capital will continue increased suitably. to remain the same as pre demerger. Net Worth (Rs. in crores) (Rs. in crores) Pre 1.85 crore (As on March 31, Rs Crore (As on March 2013) 31,2013) Post Crore Rs Crore < '." ""... / "~-:~---'

86 Valuation by independent Mr. N Venkateswara Rao Chartered Accountant - Mis. Nalam & Associates Name of the valuerivaluer Firm Reg No: S firm and Regn no. An ISO Certified Company l Methods of valuation and Valuation is done based on Net Valuation is done based on Net value per share arrived under Asset Value (NAY) method. Asset Value (NAY) method. each method with weight (Detailed Explanation is (Detailed Explanation is given to each method, ifany. provided in Valuation Report) provided in Valuation Report) Fair value per shares Rs (Book Value)- As on March 31, 2013 Rs (Book Value} As on March 31, 2013 i I IExchange ratio I 0.50:1 (Shareholders of Demerged Company will receive 1 (One) Equity Share of Rs each ofthe Resulting Company credited as fully paid-up for every 2 (Two) Equity Share of Rs each. held in Demerged Company.) Name of Merchant Banker Mis Quintessence Enterprises Private Limited giving fairness opinion Shareholding pattern No. of Shares I % of holding! No. of Shares i %of. I holding Promoter ~... (Kindly refer to the annexed document in Annexure No-6) I I Public i Custodian TOTAL No ofshareholders l licseven} As on November 30, As on November 30, 2013 Names of the Mis Pondy Oxides and Mr. Padam Chandra B<\nsal Promoters Chemicals Limited Mr. Ani! Kumar Bansal Mr. Sunil Kumar Bansal Mr. Rajendra Prasad Bansal Mr. Deva,kar Bansal Mr. Ashish Bansal Mr. Pawan Kumar Bansal Mrs. Manju Bansal Mrs. Saroj Bansal Mrs. Megha Choudhari Mrs. Charu Bansal Mr. Harsh Bansal Mr. Saagar Bansal Mrs. Neelam Bansal Mrs. Van dana Bansal -.'~ ","-' (1 C'~. f'l "'" r.. '. o \';:':.':~~q' ";>" coa Uv I '" (;:."~""-"""",.:... /'.,.C,,~~ L I k;:}~~'::;",.~-~" :..: F 1 Mis. Ardee Industries Limited

87 . I Names of the Board of Mr. Rajendra Prasad Bansal Mr. Padardn~!l!lWdP'1B'<'ib~~ranv Directors Mr. Ani! Kumar Bansal Mr. Anil Kumar Bansal Mr. Sunil Kumar Bansal Mr. Sunil Kumar Bansal Mr. Ashish Bansal Mr. Rajendra Prasad Bansal Mr. Krishnamurthy Kumaravel Mr. Devakar Bansal Mr. Anil Kumar Sachdev Mr. Ashish Bansal Mr. YVRaman Mr. D P Venkataraman Mr. Anil Kumar Sachdev Mr. Harish Kumar Lohia I Mr. P N Sridharan Details regarding change in management control if any The promoters of each ofthe Companies after demerger is given I in schedule I to the scheme. For Pondy Oxides and Chemicals Limited

88 ANN :-X\)~c,~ New # 27 (Old # 19A) 1st Floor Barnaby Road Kilpauk Chennai Tel. : Mobile: / jclients@gmail.com/info@jeeravla.com NETWORTH CERTIFICATE In connection with the proposed demerger of MIs. Pondy Oxides and Chemicals Limited, having its Registered Office at KRM Centre, 4th Floor, #2, Harrington Road, Chetpet, Chennai (Transferor Company) with MIs. POCL Enterprises Limited, having its Registered Office at KRM Centre, 4th Floor, #2, Harrington Road, Chetpet, Chennai (Transferee Company), we hereby certify that the pre and post demerger Networth of MIs Pondy Oxides and Chemicals Limited as on March 31, 2013 is as per the computation given below: PARTICULARS PRE-DEMERGER POST DEMERGER i Amount [In Lakhs) Amount (In Lakhs) Paid Up Capital Add: R~serves & Surplus Sub-Total Less: Accumulated Losses Nil Nil Total Net Worth I The value of shares proposed to be issued by MIs POCL Enterprises Limited (Transferee Company) to the shareholders of MIs Pondy Oxides and Chemicals Limited (Transferor Company) pursuant to the demerger is arrived at Rs. 5,57,59,920 (55,75,992 Equity Shares of Rs each). This certificate is issued at the request of the company in accordance with clause 24(0 of the listing agreement for onward submission to the Stock Exchanges with a view to obtain the noobjection as required under clause 24(0 ofthe listing agreement. For JEERAVLA & Co., Chartered Accountant FRN S ~~~ Sohan CJ Parmar Membership No Proprietor Date: 18th Dec 2013 Place: Chennai

89 New # 27 (Old # 19A1lst Floor Barnaby Road Kilpauk Chennai Tel. : Mobile : / jclients@gmail.com/info@jeeravla.com NETWORTH CERTIFICATE In connection with the proposed demerger of MIs. Pondy Oxides and Chemicals Limited, having its Registered Office at KRM Centre, 4th Floor, #2, Harrington Road, Chetpet, Chennai (Transferor Company) with MIs. POCL Enterprises Limited, having its Registered Office at KRM Centre, 4th Floor, #2, Harrington Road, Chetpet, Chennai (Transferee Company), we hereby certify that the pre and post demerger Networth of MIs POCL Enterprises Limited as on March 31, 2013 is as per the computation given below: I PARTICULARS PRE-DEMERGER Amount (In Lakbs) POST- DEMERGER Amount (In Lakbs) Paid Up Capital Add: Reserves & Surplus Sub-Total i Less: Accumulated Losses Nil Nil Total Net Worth The value of shares proposed to be issued by MIs POCL Enterprises Limited (Transferee Company) to the shareholders of MIs Pondy Oxides and Chemicals Limited (Transferor Company) pursuant to the demerger is arrived at Rs. 5,57,59,920 (55,75,992 Equity.Shares of Rs. 10/- each). This certificate is issued at the request of the company in accordance with clause 24(f) of the listing agreement for onward submission to the Stock Exchanges with a view to obtain the noobjection as required under clause 24(f) of the listing agreement. For JEERAVLA & Co., Chartered Accountant FRN ~~~ Sohan CJ Parmar Membership No Proprietor Date: 18 th Dec 2013 Place: Chennai

90 An ISO Certified Company Details of Capital evolution ofthe Transferor/Demerged Company: Date of No. of I Issue Type ofissue Cumulative Whether i Issue shares Price (IPO/FPO/ capital (No listed, ifnot issued (Rs.) Preferential Issue/ of shares) listed, give! Schemel Bonus/. reasons Rights, etc.) thereof Subscriber to MOA I 900 Listed ,50, Consideration other 7,50,900 Listed than cash (For assets i taken overl i I ,82, Private Placement 12,32,900 Listed ,69, I Rights Issue 16,02,500 Listed ,09,300 I 10 IPO 50,11,800 Listed ,01, Rights Issue 55,12,977 Listed! I ,75,64,885 2 Split of Share for Rs. 2,75,64,885 Listed I 2/- per share ,83,76,590 4 Rights Issue 4,59,41,475 Listed I (Premium ofrs.2/-) ,94,150 2 Bonus 5,05,35,625 Listed ,01,07, Consolidation of Share 1,01,07,125 Listed for Rs. 10/- per share i ,02, Merger with M/s. 1,12,09,625 Listed Lohia Metals Pvt Ltd i (57,640) 10 Cancellation of cross 1 1,11,51,985 Listed i holding account on 1 merger. j i i For Pondy Oxides and Chemicals Limited

91 POCL ENTERPRISES LIMITED Details of Capital evolution ofthe Transferee/Resulting Company: Date of No. of Issue Type ofissue! Cumulative Issue shares Price (IPO/FPO/ capital (No issued (Rs.) Preferential Issue/ ofshares) Schemel Bonus/ Ri2hts, etc.) Subscriber to MOA , Private Placement 48, Private Placement 49,665 I ,81, Rights issue 5,31, ,50, Private Placement 7,81,465 Whether listed, ifnot listed, give reasons thereof The Company is an unlisted public company For POCL Enterprises Limited KKumaravel Director (@ Sl" ~~~~ KRM Centre, 4th Floor, # 2, Harrington Road, Chetpet, Chennai India. ri Ph.: , Fax! , info@pocl.co.in Web:

92 AtJf'.n:?C'ORE,S PONDY OXIDES &CHEMICALS LIMITED POCL Date: To, The General Manager, Department of Corporate Services, BSE Limited, P.J. Towers, Dalal Street, Mumbai Dear Sir, Sub: Application under Clause 24(t) of the Listing Agreement for the proposed scheme of Demerger between Mjs Pondy Oxides and Chemicals Ltd with Mjs POCL Enterprises Ltd In connection with the above application, we hereby CONFIRM THAT: a) The proposed scheme of amalgamationj arrangement does not in any way violate or override or circumscribe the provisions of the SEBI Act, 1992, the Securities Contracts (Regulation) Act, 1956, the Depositories Att; 1996, the Companies Act, 1956, the rules, regulations and guidelines made under these Acts, and the provisions as explained in clause 24(g) ofthe Listing agreement or the requirements of Stock Exchange. b) In the explanatory statement to be forwarded by the company to the shareholders ujs 393, it shall disclose: i) The pre and post-arrangement (expected) capital structure and shareholding pattern ii) The "fairness opinion" obtained from an Independent merchant banker on valuation of assetsjshares done by the Valuer for the company and unlisted company. iii) The Complaint report as per Annexure III. iv) The observation letter issued by the stock exchange c) The draft scheme of arrangement together with all documents mentioned in amended SEBI Circular No. CIRjCFDjDILj5j2013 dated February 4, 2013 read with SEBI Circular No. CIRjCFDjDILj8j2013 has been disseminated on company's website as per given hereunder: d) The company shall disclose the observation letter of the stock exchange on its website within 24 hours of receiving the same. e) The Company has furnished the Undertaking as stated in Para S.16(b) in relation to nonapplicability of requirements prescribed in Para S.16(a) of SEB! Circular No. CIRjCFDjDILj5j2013 dated February 4, 2013 read with SEB! Circular No. CIRjCFDjDILj8j2013 dated May 21, 2013 for the reasons stated in the said undertaking. Hence the Company is not required to seek approval of the public shareholders through postal ballot and e-voting. 0) ...-~q..-- <,-;) 'Z'/ & 2:C7-:--:~. r,v,r,'.c' o ~~~/... IJ'I;.D, ~\;:::. ;"':: ~ r::uh! '~<J KRM Centre, 4th Floor, :# 2, Harrington Road, Chetpet, Chennai <,!;~//;1 Ph. : , Fax: '<.:..:.:.,1 -;{./. info@pocl.co.in Web:

93 An ISO Certified Company f) The documents filed by the Company with the Exchange are same/ similar/ identical in all respect, which have been filled by the Company with Registrar of Companies/SEBI/Reserve Bank of India, wherever applicable. g) There will be no alteration in the Share Capital of the transferor company from the one given in the draft scheme of arrangement. For Pondy Oxides and Chemicals Limited ~."""'--><.._-_ "'"'\. ~ KKumaravel GM Finance & Company Secretary

94 ANtvt: Y't) ~E it, New # 27 (Old # 19A) 1st Floor Barnaby Road KilpaukChennai Tel.: Mobile: / jclients@gmail.com/info@jeeravla.com Department of Listing Operations BSE LimitedlMSE Limited, Dear Sir, Sub: Application under Clause 24(1) of the Listing Agreement for the proposed scheme of Demerger between Mis Pondy Oxides and Chemicals Ltd with Mis POCL Enterprises Ltd Ref: Certificate in accordance with Clause 24(i) of the Listing Agreement We have examined the proposed accounting treatment specified in the scheme of arrangement (Demerger) between Mis Pondy Oxides and Chemicals Limited (Demerged Company) and Mis POCL Enterprises Limited (ResultingCompany) Based on our examination and according to the information and explanation given to us, we confirm that the accounting treatment contained in the aforesaid scheme is in compliance with all the Accounting Standards specified by the Central Government in Section 211(3C) of the Companies Act, This certificate is issued at the request of the company in accordance with clause 24(f) of the listing agreement for onward submission to the BSEIMSE Limited with a view to obtaining the noobjection as required under clause 24(f) of the listing agreement. For JEERAVLA & Co., Chartered Accountants FRN001323S ~~~ Sohan CJ Parmar Membership No Proprietor Date: 18 th Dec 2013 Place: Chennai

95 AlJf'Jc)\U12-E \':1 PONDY OXIDES &CHEMICALS LIMITED POCL Clarification as to what will be listing status ofthe Resulting/Transferee Company: The Resulting/Transferee Company (M/s. POCL Enterprises Limited) will be listed on all the exchanges where the Demerged/Transferor Company is presently listed. Your attention is also invited to Clause 3.30 of the Scheme of Arrangement which reads as under: "In compliance with the Companies Act 1956 and in accordance with all the Jaw, bye-jaws, regulations, rules issued by the Securities Exchange Board ofindia.{"sebl'j, the equity shares of the Resulting Company issued pursuant to clause 3.27 of the Scheme shall be listed on the BSE, NSE# and MSE which shall be subject to the payment of appropriate fee and approval of the respective stock exchanges." # Trading under permitted category through the MSE. For Pondy Oxides and Chemicals Limited KKumaravel GM Finance and Company Secretary.- q.9... KRM Centre, 4th Floor, # 2, Harrington Road, Chetpet, Chennai India. Ph. : , Fax: info@pod.co.in Web:

96 An ISO Certified Company Details of Assets and Liabilities ofthe Demerged division that are being transferred as on opening hours ofl sl April, 2013: Demerged Undertaking 1 or Metallic Oxides Division (In Rupees) EQUITIES AND LIABILITES PARTICULARS AMOUNT! Non-Current Liabilities a) Long Term Borrowing 72,37,868 b) Deferred Tax Liabilities (net)!! c) Other Long Term Liabilities d) Long Term Provisions 18,96,486 Current Liabilities a) Short Term Borrowings 12,43,29,401 b) Trade Payables 19,13,243 c) Other Current Liabilities 72,97,248 d) Short Term Provisions 8,59,214 i, Total 14,35,33,460 ASSETS I i Non-Current Assets 1) Fixed Assets (i) Tangible Assets 1,72,85,754...~-.- (ii) Intangible Assets - (iii) Capital Work-in-progress 1,99,360 (iv) Intangible assets under development b) Non-Current Investments c) Deferred Tax Assets (net) - d) Long Term Loans and Advances 10,26,296 e) Other Non-Current Assets Current Assets a) Current Investments - b) Inventories 4,15,79,764 c) Trade Receivables 9,06,38,586! d) Cash and cash Equivalent 2,41,78,444 e) Short Term Loans and Advances 3,00,07,399 f) Other Current Assets 76,69,483 Total 21,25,85,086

97 Demerged Undertaking 2 or Plastic Additives Division POCL An ISO Certified Company AND LIABILITES l1... "OT.t- Liabilities Term Borrowings b) Trade Payables Total ~on-current Assets I a) Fixed Assets. (i) Tangible Assets (ii) Intangible Assets (iii) Capital Work-in-progress 5, assets under development ~ ~ : 19,73,43,239

98 Demerged Undertaking 3 or Zinc Refining Division An ISO B Certified Company LIABILITES PARTICULARS (net)! Current Liabilities ASSETS (i) Tangible Assets 1,22,77,752 - I Capital Work-in-progress

99 Demerged Undertaking 4 or Lead Refining Division EQUITIES AND L1ABILITES PARTICULARS fin Rupees) AMOUNT I An ISO Certified Companv Non-Current Liabilities a) Long Term Borrowing 1,99,14,555 b) De ferred Tax Liabilities (net) - c) Other Long Term Liabilities - d) Long Term Provisions 1,82,931 I Current Liabilities a) Short Term Borrowings 3,03,12,720 b) Trade Payables 87,252, c) Other Current Liabilities 30,20,883 d) Short Term Provisions 1,62,789 Total 5,36,81,130 ASSETS Non-Current Assets a) Fixed Assets (i) Tangible Assets 1,16,07,361 (ii) Intangible Assets (iii) Capital Work-in-progress (iv) Intangible assets under development - b) Non-Current Investments 22,94,117 c) Deferred Tax Assets (net) d) Long Term Loans and Advances 5,86,910 e) Other Non-Current Assets I Current Assets a) Current Investments - b) Inventories 2,04,98,863 c) Trade Receivables 1,39,07,460 d) Cash and cash Equivalent 61,05,858 e) Short Term Loans and Advances 2,07,81,892 f) Other Current Assets 4,79,474 For Pondy Oxides and Chemicals Limited Total 7,62,61,935 KKumaravel GM Finance and Company Secretary

100 An ISO U08 Certified Company Percentage of Net Worth of the company, that is being transferred in the form of Demerged Undertaking and percentage wise contribution of the Demerged division to the total turnover and income ofthe company in the last two years as per the following format: R~in crores)... Particulars i Financial Networth I % to Turnover % to Profit after % to i Year total I total I Tax total Demerged ! i i Division I i i Other i i 0.56 i Divisions i I 0.10 I 3.65 i Total : 100! I 2.87 I I i i I I i i 2:'5 100 For Pondy Oxides and Chemicals Limited KKumaravel GM Finance and Company Secretary

101 ANNc'/C'IJ}>t: 2.0 PONDY OXIDES &CHEMICALS LIMITED POCL Date: "3 To, The General Manager, Department of Corporate Services, BSE Limited, P.}. Towers, Dalal Street, Mumbai Dear Sir, Sub:. Application under Clause 24(f) of the Listing Agreement for the proposed scheme of Demerger between Mis Pondy Oxides and Chemicals Ltd with Mis POCL Enterprises Ltd Ref: Confirmation of Company Secretary In connection with the above application, we hereby CONFIRM THAT: 1. There will be no change in the Share capital of the Company till the listing of equity shares of the Company on the Stock Exchange. 2. The shares allotted by the company pursuant to the Scheme shall remain frozen in the depositories system tilllistingitrading permission is given by the stock exchange. For Pondy Oxides and Chemicals Limited KKumaravel GM Finance & Company Secretary G KRM - q"i' r- Centre, 4th Floor, # 2, Harrington Road, Chetpetl Chennai India. Ph. : , Fax: info@pocl.co.in Web:

102 POCL ENTERPRISES LIMITED Date: To, The General Manager, Department of Corporate Services, BSE Limited, P.}. Towers, Dalal Street, Mumbai Dear Sir, Sub: 'Application under Clause 24(f) of the Listing Agreement for the proposed scheme of Demerger between MIs. Pondy Oxides and Chemicals Ltd with MIs. POCL Enterprises Ltd In connection with the above application, we hereby confirm that: a) Equity shares to be issued by the Company pursuant to the Scheme of Arrangement (Demerger) shall be listed on the Stock Exchange, subject to SEBI granting relaxation from applicability under Rule 19(2) (b) ofthe Securities Contract (Regulation) Rules, b) The company shall comply with all the provisions contained in SEBl circular no. CIR/CFD/DlL/5/2013 dated February 4, 2013 read with circular no. ClR/CFD/DlL/8/2013 dated May 21,2013. c) The company shall also fulfill the Exchange's criteria for listing and shall also comply with Rules, Byelaws, and Regulations of the Exchange and other applicable statutory requirements. d) There will be no change in the Share capital of the Company till the listing of equity shares of the Company on the Stock Exchange. e) The shares allotted by the company pursuant to the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the stock exchange. Rajendra Prasad Bansal Managing Director KRM Centre, 4th Floor, # 2, Harrington Road, Chetpet, Chennai India. Ph. : , Fax: +91 " , info@podco.in Web:

103 NOTICE OF THE ANNUAL GENEHAL MEETINQ NOTICE is hereby given that the 26 th Annual General Meeting of the Shareholders of Ivl/s.POCL Enterprise; Limited is scheduled to be held on Monday, 26 th day of August 2013 at a.m. at the registered office of the Com.pany situated at KRM Centre, 4th Floor, #2, Harrington Road, Chetpet, Chennai to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the audited Balance Sheet as at 31 st March 2013, and audited Statement of Profit and Loss for the year ended on that date together with the notes thereto, the Reports ofdirector's and Auditors thereon. 2. To appol'lt a director in,place of Mr. K Kumaravel, who retires by rotation and being eligible, offers himself for re-appointment. 3. To appoint MIs. leeravla & Co, Chartered Accountants as the Statutory Auditors of the Company and to fix their remuneration. SPECIAL BUSNIESS 4. Appointment of Mr. Anil Kumar Sachdev as the Director To consider, and ifthought fit, to pass with or without modification, the following resolution as an ordinary resolution: "RESOLVED THAT Mr. -Anil Kumar Sachdev who was appointed as an Additional Director with effect from 9 th of February, 2013 on the Board of the Company in terms of Section 260 of the Companies Act, 1956 and Articles of Association of the Company and who holds office upto the date of this Annual General Meeting, and in respect of whom a notice has been received in writing tmder section 257 of the Companies Act, 1956, signifying his candidature for the office of the Director, be and is hereby appointed, with immediate effect in non-executive capacity as the Director ofthe Company." j! 5. Appointment of Mr. Rajendra Prasad Bansal as the Managing Director To consider, and ifthought fit, to pass with or without modification, the following resolution as an ordinary resolution: CER1'fleO TRUE COP'Y For POel ENTERPRISES LIMITED ~~vj- DIRECTOR

104 "RESOLVED THAT pursuant to the provisions of Section 260, 198,269, 309, 310 read with schedule XIII and other applicable provisions, if any, of the Companies Act, 1956, and read with Articles of Association of the Company, Mr. Rajendra Prasad Bansal who was appointed as an Additional Director and subsequently as Managing Director with effect from 1 st of April, 2013 and who holds office upto the date ofthis Annual General Meeting, and in respect of whom a notice has been received in writing under section 257 of the Companies Act, 1956, signifying his candidature for the office ofthe Managing Director, be and is hereby appointed, with immediate effect as the Managing Director of the Company without any remuneration." By Order ofthe Board For POCL Enterprises Li Date: Place: Chennai Rajendra Prasad Bansal Managing Director Notes: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY AND TO VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER. 2. A Proxy shall not have any right to speak at the meeting and shall not vote except on poll. 3. The instrument appointing the proxy shall be deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Annual General Meeting. 4. An Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 relating to the Special Business is annexed.

105 ANNEXURE TO THE NOTICE Explanatory Statement as required under section 173(2) of the Companies Act,1956: Item No.4: Mr. Anil Kumar Sachdev was appointed as an Additional Director by the Board w.e.f. 9 th of February, 2013 in accordance with the provisions of Section 260 of the Companies Act, 1956 and Article 106 ofarticle ofassociation ofthe Company. Pursuant to Section 260 of the Companies Act, 1956, Mr. Anil Kumar Sachdev holds office up to the date of the ensuing Annual General Meeting. In this regard the Company has received request in writing proposing his candidature for appointment as Director of the.~) Company in accordance with the provisions of Section 257. Hence the Board commends Item No.4 of the Notice for the approval of Members. None of the Directors, except Mr. Anil Kumar Sachdev is concerned or interested in this resolution. Item No.5: Mr. Rajendra Prasad Bansal was appointed as an Additional Director by the Board w.e.f. 1 st ofapril, 2013 in accordance with the provisions of Section 260 of the Companies Act, 1956 and Article 106 of Article of Association of the Company. Subsequently in the same meeting he was appointed as the Managing Director of the Company without any remuneration. Pursuant to Section 260 of the Companies Act, 1956, Mr. Rajendra Prasad Bansal holds office up to the date of the ensuing Annual General Meeting. In this regard the Company has also received a request in writing proposing his candidature for appointment as ) Managing Director ofthe Company in accordance with the provisions of Section 257. In accordance with Section 269 read with schedule XIII, the office ofthe Managing Director is subject to the approval of the Shareholders. Hence the Board commends Item No.5 ofthe Notice for the approval of Members. Mr. Rajendra Prasad Bansal, if appointed, shall not draw any remuneration from the Company. None of the Directors, except Mr. Rajendra Prasad Bansal, Mr. Ani! Kumar Bansal and Mr. Sunil Kumar Bansal are concerned or interested in this resolution. CER,,\f\E01RUE. COf~

106 Inspection of documents: The documents pertaining to the above special business are available for inspection at the Registered Office of the company between a.m. to p.m. on any working day prior to the date ofthe meeting. By Order ofthe Board For POCL Enterprises I ited Date: Place: Chennai Rajendra Prasad Bansal Managing Director

107 DIREC],ORS'REPORT Your Directors have great pleasure in presenting the 26 th Annual Report of your Company to gether with the audited accounts for the financial year ended, 31 st March The summarized financial results for the year ended 31 st March, 2013 are as under: Financial Results: (Rs. In Lakhs I Particulars For the Year ended, For the Year ended 31 st March, st March, 2012 Turnover (Inc1udiJ!g Other Income) Total Expenses ~--- Net Profit l(loss} Before Tax Tax Expense M;t>rofit l(loss) After Tax Profit / (Loss) brought forward Balance Carried over to Balance Sheet Operations: During the year under review, your Company has made a sales turnover and other nonoperating income amounting to Rs lakhs as against Rs lakhs during the previous year. It is to be noted that we have made an impressive growth of more than 300% in revenues as compared to the previous year. Your Directors are continuously looking for avenues for future growth ofthe Company. Dividend: With a view to conserve the resources and for the future growth of the Company, your Director does not recommend any dividend for the year ended 31 st March, Deposits: The Company has not accepted any fixed deposits from public during the year. Directors: During the year, Mr. Anil Kumar Sachdev was appointed as an additional director by the Board w.e.f. 9 th of February, Further the Board had also appointed Mr. Rajendra Prasad Bansal as additional director and subsequently as Managing director of the Company w.e.f 1 st of April, The Company has received notices under section 257 of the Companies Act, 1956 proposing their candidature for the office of the Directors. The Board, therefore recommends the appointment of Mr. Anil Kumar Sachdev as Directors and Mr. Rajendra Prasad Bansal as Managing Director in the ensuing Annual General Meeting ofthe Company. CEHT\F\Eq TRUE copy

108 Also during the year, Mr. N Ravichandran had tendered his resignation from the Directorship of the Company. The Board places on record its appreciation for the services rendered by Mr. N Ravichandran during his tenure as member ofthe Board. Mr. K Kumaravel, being longest in the office of Directorship, retiring by rotation and being eligible offers himself for re-appointment. The Board recommends item no. 2 of the notice for the approval ofits members. Other Directors on the Board include Mr. Anil Kumar Bansal, Mr. Sunil Kumar Bansal and Mr. Ashish Bansal. Auditors: Mis. Jeeravla & Co., statutory auditors of the Company will retire at the ensuing Annual General Meeting ofthe Company and being eligible offer themselves for reappointment. Your Directors recommend their re-appointment as the statutory auditor of the Company. The members are requested authorise the Board ofdirectors to fix their remuneration. Holding Company The Company is a subsidiary of Mis. Pondy Oxides and Chemicals Limited as on 31stMarch, Subsidiary: The Company does not have any subsidiary as at 31 st March, Compliance Certificate: The Compliance Certificate as required under Section 383A of the Companies Act, 1956 is enclosed as annexure to this report. Particulars of Employees: None of the employees of your Company were in receipt of the remuneration in excess ofthe ceiling prescribed under section 217 (2A) ofthe Companies Act, CER1\F\ED TRUe. copt

109 Conservation of Energy, Technologv Absorption and Foreign Exchange Earnings and Outgo The particulars as required under the provisions of Section 217(1)( e) ofthe Companies Act, 1956 in respect of conservation of energy and technology absorption have not been furnished as the same are not applicable to the Company. Further the Company had not undertaken any Research and Development activity during the year under review. Foreign Exchange earning Foreign Exchange Outgo : NIL : Rs. 2, Lakhs Directors Responsibility Statement Your Directors confirm: a. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to the material departures; b. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company as at 31 st March 2013 and ofthe Profit ofthe Company for that year; c. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. That the Directors have prepared the annual accounts on a going concern basis. Acknowledgement: Your Directors would like to record their appreciation and the continuous support extended by the Company's bankers, suppliers, customers, shareholders, business associates and other Government agencies. Your Directors wish to place on record their deep sense of appreciation for the contribution made by the employees ofthe company during the year. By Order ofthe Board For POCL Enterprises Linffie..::3 '-'---'"' '--"-_--'\ ~ Date: K. Kumaravel Rajendra Prasad Bansal Place : Chennai Director Managing Director CERTIFlED T~UE COtlY

110 r..cj~l ENTERPRISES LIMITED 8alance Sheet as at 31 March, 2013 Particulars [ I A EQUITY AND LIABILITIES 1 Shareholders' funds (a) Share capital (b) Reserves and surplus -- 2 Share application money pending allotment 3 Non-current liabilities (a) Deferred tax liabilities (net) 4 CUrrent liabilities (a) Short-term borrowings (b) Trade payables "' (c) Other current liabilities (d) Short-term provisions B ASSETS TOTAL Rs in lakhs Note As at 31 March, As at 31 March, No I I 1 Non-current assets (a) Fixed assets I 1 I (i) Tangible assets (b) Non-current investments (c) Long-term loans and advances 2 Current assets (a) Inventories (b) Trade receivables (c) Cash and cash equivalents (d) Short-term loans and advances (e) Other current assets Significant Accounting Policies Notes on Financial Statements TOTAL , ! 1 to 27 As per our Report of even date For Jeeravla & Co Proprietor M.No For and on behalf of POCl Enterprises ltd r \I (]/ly ~~'~'---'-'--~ t<-" 'i('1, R.P.Bansal K.Kumarvel Place: Chennai Date: May 30,2013

111 poel. ENTERPRISES LIMITED St2tament of Profit and Loss for the year ended 31 March, 2012.Is. No la I.,;t"_ For the year ended Particulars Note No. 31 March,2013 i Income 1 Revenue from operations (gross) Less: Excise duty Revenue from operations (net) Other income Total Revenue Expenses (a) Purchases of stock-in-trade 18 2, (b) Changes in inventories of finished goods, work-in-progress and sto 19 (384.88) (c) Employee benefits expense (d) Finance costs (e) Depreciation and amortisation expense 0.89 (f) Other expenses Total Profit I (Loss) before exceptional and extraordinary items and tax (1-2 ) Rs in Lakhs For the year ended 31 March, r'rotlt I (LOSS) Oetore extraoralnary Items ana tax (J! 4) 6 Extraordinary items 4 Profit t (Loss) betore tax (6.:t 6) Exceptional items 5 Tax expense. (a) Current tax expense for current year (b) Deferred tax! (0.02) (0.03) Profit I (Loss) for the year Earnings per equity share of face value of RS.10 each Basic and diluted.). Significant Accounting Policies Notes on Financial Statements 23 1 to As per our Report of even date R.P.Bansal Managing Director K.Kumarvel Director Place: Chennai Date : May 30,2013

112 PO~L Er,lterprises Ltd!?3 c.;h' Flow Statement for the year ended 31 st March, Rs.in Lakhs Year ended Particulars March (A) t;asn t-low trom Operating Activities Profit before tax Adjustments for: Add: Depreciation as per the Companies Act 1956 Loss on foreign exchange fluctuation I nterest Paid Less: Dividend income Interest received Rent Received Miscellenous Income Operating Profit from Working Capital Changes ~\./!' Adjustments for: (Increase) I Decrease in Inventories (Increase) I Decrease in Trade Receivable (Increase) I Decrease in Short term Loans & advances (Increase) I Decrease in Other current assets Increase I (Decrease) in Trade Payables Increase I (Decrease) in Other current liaiblities Increase I (Decrease) in Short term provisions Income Tax paid Net Cash flow from operating activities (8) Cash Flow from Investing Activities Adjustments for: Add: Dividend received Interest received Rent Received Less: Increase I (Decrease) in Investments Purchase of Tangible assets Adjustment to Capital work-in-progress Net Cash From Investing Activities (439.54) (91.22) (106.37) (12.90) (10.00) (184.74) (C) Cash Flow from Financing Activities 1 J'." Adjustments for: Add Increase I (Decrease) in Share Capital on Amalgamation (Increase) I Decrease in Reserves on Amalgmation Increase I (Decrease) in Long term borrowings Increase / (Decrease) in Other long term liaibliles Increase I (Decrease) in long term provisions (Increase) / Decrease in Long term loans and advances (Increase) I Decrease in Other non current assets Increase I (Decrease) in Short term borrowings Profit on Foreign exchange fluctuation Miscellenous Income Less Dividend Paid Interest Paid Loss on foreign exchange fluctuation Net cash from' (used) from Financing Activities (0.09) Net Increase' (Decrease) in Cash & Cash Equivalents Cash & Cash Equivalents as at Cash & Cash Equivalents as at As per our Report of even date ~~~r~ty/4" ~,,-~~.~~ 50han C. J. Parmar R.P. Bansal K.Kumaravel Proprietor Managing Director M.No (6.44) For Jeeravla & CO., n, FRN: f / Chartered Accountants Place : Chennai Date; May 30,2013 (\ n _ j~ / '. CERTiFIED Tf{UE COpy

113 ACCOUNTING POLICIES AND NOTES ON ACCOUNTS STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Accounting: The financial statements have been prepared in accordance with the generally Accepted Accounting Policies (GMP)and presented under the historical cost convention on accrual basis of accounting to comply with the accounting standards prescribed in the Companies (Accounting Standards) Rules, 2006 and with the relevant provisions of the Companies Act, Use of estimates: The preparation of financial statements are in conformity with Generally Accepted Accounting Principles ( GAAP ) in India requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and reported amount of income and expenses for the period. Fixed Assets: Tangible Fixed Assets: Tangible fixed assets are carried at cost less accumulated depreciation and impairment losses. The cost represents the cost of acquisition I construction which includes taxes, duties (net of CENVAT I VAT set offs availed) and other identifiable direct expenses. Borrowing cost directly attributable up to the period of the assets put to use is included in the cost of distinct fixed assets. Intangible Assets: Intangible assets comprising of technical know-how, product designs, prototypes etc. either acquired or internally developed are stated at cost. In case of internally generated intangible assets, appropriate overheads including salaries and wages are allocated to the cost of the asset.. Expenditure On new project Expenditure directly related to construction activity is capitalized. Indirect expenditure incurred during construction period is capitalized as part of the indirect construction cost to the extent to which the expenditure is indirectly related to construction or is incidental thereto. Leasehold land Leasehold lands are shown at cost less accumulated amortization. Ut. curi.cer1\f\e~ 1~

114 Lease: Asset leased by the company in its capacity as lessee where substantially all the risk and rewards of ownership vest in the company are classified as finance lease and capitalized at the inception of the lease at cost. Lease payments under operating lease are recognized as an expense over the period of lease on straight line basis in statement of profit and loss account. Capital Work in Progress: Assets under installation or construction not ready for their intended use are shown as Capital work in progress and are carried at cost, comprising direct cost, related incidental expenses and attributable interest. Depreciation and Amortisation:.;: Depreciation on Fixed assets has been provided on Written down Value method at the rates prescribed and in the manner as specified in the Schedule XIV of the Companies Act, The cost and the accumulated depreciation for fixed assets sold, retired or otherwise disposed off are removed from the stated values and the resulting gains and losses are recognized in the profit and loss account. Leasehold Assets are amortised over their period of lease. Intangible Assets are amortised over their estimated useful life. The estimated useful life of the intangible assets and the amortisation period are reviewed at the end of each financial year and the amortization method is reviewed to reflect the changed pattern. Impairment of Assets: The carrying amounts of assets are reviewed at each Balance Sheet date in accordance with accounting standards - 28 'Impairment of Assets' to determine whether there is any indication of impairment based on internal/external factors. An impairment loss is recognized in the statement of Profit & Loss wherever the carrying amount of an asset exceeds its recoverable amount. The impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined net of depreciation or amortization if no impairment loss had been recognized. The recoverable amount is the greater of the assets net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital.

115 Investments: Non-current investments are carried at cost. Provision for diminution in the value of non-current investments is made only if such a decline is other than temporary in the opinion of the management. Current investments are carried at lower of cost and fair value. The comparison of cost and fair value is done separately in respect of each category of investments. On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the statement of Profit and Loss. Profit or loss on sale of investments is determined on a first-in-first, out (FIFO) basis. Investments in properties are carried individually at cost less depreciation and impairment if any. Investment in properties are capitalized and depreciated in accordance with the policy stated for fixed assets. Impairment in investment property is determined in accordance with the policy stated for impairment of assets. )'1.,',~ Inventories: Raw materials, work in progress, finished goods, packing materials, stores, spares, components, consumables and stock in trade are carried at the lower of cost and net realizable value. Damaged, unserviceable and inert stocks are suitably written down/provided for. In determining cost of raw materials, packing materials, stock-in-trade, stores, components, spares and consumables, weighted average cost method is used. Cost of inventory comprises all costs or purchase, duties, taxes (other than those subsequently recoverable from tax authorities) and all other costs incurred in bringing the inventory to their present location and condition. Fixed provision overheads are allocated on the basis of normal capacity of production facilities. Cost of finished goods and work-in-progress includes the cost of raw materials, packing materials, an appropriate share of fixed and variable production overheads (under absorption costing method), excise duty as applicable and other costs incurred in bringing the inventories to their present location and condition.. ) Cash and cash equivalents: Cash comprises cash on hand and demand deposits with bank. Cash equivalents are short term balances, highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value, Foreign currency transactions: Initial recognition: Transactions in foreign currencies entered into by the company are accounted at the exchange rates prevailing on the date of the transaction,

116 Measurement of foreign currency items at the Balance Sheet date: Foreign currency monetary items of the company are restated at the closing exchange rates. Non-monetary items are recorded at the exchange rate prevailing on the date of the transaction. Exchange differences arising out of these translations are charged to the Statement of Profit & Loss. Derivative Contracts: Derivative contracts are restated at each reporting date and premium paid, gains / losses on settlement and losses on restatement are recognised in the Profit and Loss account except in case where they relate to the acquisition or construction of fixed assets, in which case, they are adjusted to the carrying cost of such assets. Forward exchange contracts: The premium or discount arising at the inception of forward exchange contract is amortized and recognized as an expenses/income over the life of the contract. Exchange differences on such contracts are recognized in the Statement of Profit & Loss in the period in which the exchange rates change. Any Profit or Loss arising on cancellation or renewal of such forward exchange contract is also recognized as income or expense for the period. Revenue recognition: Revenue from sale are recognized on transfer of significant risk & rewards of ownership to the buyer that usually takes place on dispatch of goods in accordance with the terms of sale and is inclusive of excise duty but excluding sales returns, trade discount, CST and VAT. In case of export sales, revenue is recognized as on the date of bill of lading, being the effective date of transfer of significant risks and rewards to the customer. Export benefits are accounted for on accrual basis. Revenue arising due to price escalation claim is recognized in the period when such claim is made in accordance with terms of sale. Inter-division transfers of materials and services for captive consumption are eliminated from Sales and other operative income of the respective division. Revenue from services is recognized in accordance with the specific terms of contract on performance. Dividend Income on investment is accounted for, as and when the right to receive the payment is established. Interest is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable. Government grants and subsidies are accounted for on receipt basis.

117 Employee benefits: All employee benefits payable \".'ho!ly within twelve months of rendering. the service are classified as short term employee benefits. Benefits such as salaries, wages and bonus, etc, are recognized in the statement of profit and loss in the period in which the employee renders the related service. Defined contribution plans: The employee's provident fund scheme, employees' state insurance fund and contribution to superannuation fund are defined contribution plans. The company's contribution paid/payable under these schemes is recognized as an expense in the statement of profit & loss during the period in which the employee renders the related service. Defined benefit plans: The company's gratuity plan is a defined benefit plan. The present value of gratuity obligation under such defined benefit plan is determined based on an actuarial valuation carried out by an independent actuary using the Projected Unit Credit Method, which recognizes each period of current and past service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation is measured at the present value of the estimated future cash flows. The discount rate used for determining the present value of the obligation under defined benefit plans, is based on the market yields on Government securities as at the valuation date having maturity periods approximating to the terms of related obligations. Actuarial gains and losses are recognized immediately in the statement of profit and loss. Gains or losses on the curtailment or settlement of any' defined benefit plan are recognized when the curtailment or settlement occurs. Provisions, Contingent Liabilities and Contingent assets: A provision is created when there is a present obligation as a result of a past event that probably requires an outflow or resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow or resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. The company does not recognize assets which are of contingent nature until there is virtual certainty of reliability of such assets. However, if it has become virtually certain than an inflow of economic benefits will arise, asset and related income is recognized in the financial statements of the period in which the change occurs.

118 Provision for Taxation Tax expense comprises of current tax (i.e. amount of tax for the period determined in accordance with the Income Tax Act, 1961) and deferred tax charge or credit (reflecting the tax effects of timing differences between accounting income and taxable income for the period). The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognised using the tax rates that have been enacted or substantively enacted by the Balance Sheet date. Deferred tax assets are recognised only to the extent there is reasonable certainty that the assets can be realized in future; however, where there is unabsorbed depreciation or carry forward loss under taxation laws, deferred tax assets are recognised only if there is a virtual certainty of realization of such assets. Deferred tax assets are reviewed as at each Balance Sheet Date to reassess realization. Minimum Alternate Tax (MAT) paid in excess of normal income tax is recognised as asset (MAT Credit entitlement) only to the extent, there is reasonable certainty that company shall be liable to pay tax as per the normal provisions of the Income Tax Act, 1961 in future. Borrowing Cost: Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are capitalized as a part of the cost of such asset. The qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use. All other borrowing cost are recognized as expense in the period in which they are incurred. Earning Per share: Basic Earnings Per Share ("EPS") is computed by dividing the net profit/(loss) after tax for the year attributable to equity share holders by weighted average number of equity shares outstanding during the year. Diluted earnings per shares is computed using the weighted average number of equity and dilutive equity equivalent shares outstanding during the year end, except where the results would be anti-dilutive. Cash flow statements: Cash flows are reported using the indirect method, where by Profit/CLoss) before extraordinary items and tax is acljusted for effects of transactions of non-cash nature and deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the company are segregated based on available information.

119 POCL ENTERPRISES LIMITED Notes forming part of the financial statements Share capital Rs in Lakhs (a) Particulars Authorised Equity shares of' 10/- each 17,00,000 (17,00,000) p's at 31 March, A~ at 31 March-,~:J (b) Issued, Subscribed and Paid-up Equity shares of' 10/- each ( ) Total The details of Sharholders holding more than 5% shares: Particulars, As at 31 March,2013 As at 31 March,2012 Pondy Oxides and Chemicals Limited No of Shares % Held No of S.hares % Held ", ) " 2.0l l~eserves and surplus (a) Particulars ~s at 31 March,201. Securities premium account Opening balance Add: Premium on shares issued during the year - Less: Utilised durinq the year for: Closinq balance As at 31 March,2012 (b) General reserve Openinq balance - Add: Transferred from surplus in Statement of Profit and Los - Less: Utilised / transferred during the year for: - Appropriations for Amalgamation of Lohia Metals (P) - Limlied.with Pondv Oxides and Chemicals Limitp.d Closing balance - - (a) Surplus I (Deficit) in Statement of Profit and Loss Opening balance Add: Profit / (Loss) for the year Excess Provision for Current Tax Reversed 0.00 Less: Interim dividend Dvidends proposed to be distributed to equity shareholders of' Rs1 /- oer share r Rs 1.4/- oer share) 0.00 } Tax on dividend Transferred to: General reserve 000 Transferred to amalgamation of Lohia Metals Pvt IUd..~----,~ Closing balance ~--~~--~-~~~~---~. Total 'J r " Deferred Tax Liability (NET) (a) Particulars I at 31 March,2013 As al 31 March,2012.-I----.~~~~~--.- Deferred Tax Liability Related to Fixed Assets I Total.-/ ~

120 4 Short-term borrowings I Particulars As at 31 March,2013 As at 31 March,2012 (a) Loans repayable on demand (i) Secured 1 Working Capital Loans 1.1 From Banks Rupee Loans Total (a) (ii) Unsecured 1 From Related Parties 1.1 Others Total (b) Total (a+b) ) 4.10 Working Capital loans are secured by hypothecation of present and future stock of raw materials, stores & spares, book debts, materials in transit, etc., 4.20 Other loans and advances from others includes unsecured loan from holding company. 5 Trade payables * (a) 1 2 Particulars As at 31 March,2013 As at 31 March,2012 Trade payables Micro, Small and Medium Enterprises - Others Total The company has not received the information from vendors regarding their status under the MSME and hence the disclosure relating to amounts unpaid as at the year end has not been given Other current liabilities Particulars As at 31 March,2013 As at 31 March,2012 ) "; Advances from customers Audit Fee PayabJes Interest accrued and due on borrowings Others * Total * Includes statutory dues Short-term provisions Particulars As at 31 March,2013 As at 31 March,2012 I (a) Provision for employee benefits: 1 Provision for bonus (b) Provision - Others: 1 Provision for tax I Total ,CER1'flE.ttl~Ut. livr 1

121 I'r 8 Fixed Assets (I) Gross block Depreciation Net block Description As on Additions eductionl Adjustment on r. Upto For the Year Deduction 5 on As on As Tangible Assets: Leadhold Land Free hold land Building Plant & machinery Furniture & Fittings Office Equipment Vehicles lab Equipments ,00 OAl 0.::> Electrical fittings Total Previous Year CERTIFIED TRUE COpy

122 9 Non-current investments I (a) (i) Particulars 1\5 at 31 March,2013 As at 31 March,2012 Investments (At cost) Investment in Equity Instruments In Equity Shares of Subsidiary Company Unquoted Total (A) - - (b) (i) 1 In Equity Shares of Other Companies Quoted 3813 (3813) Equity Shares Of Rs 101- each fully paid in POCl (2000) Equity Shares of Rs.1 0/- each in Bhagawandoss Metalsl Ltd \ J (ii) (300) Equity Shares of Rs.1 0/- each in Orchid Chemicals Ltd. 250(250)Equity Shares of Rs.1 0/- each in Rama Newsprint Ltd 100(100) Equity Shares of Rs.1 0/- each in Uco Bank 100 (100) Equity Shares of RS.10/-each in Vijaya Bank 539 (539) equity :::;hares at KS.1 (1 U) each tully paid 10 Kamco systems Ltd Total (6) UNQUOTED Total (C) Total (D) =(B + C ) Total (A + D) Market Value of Quoted Investments is Rs Lakhs (Rs2.89) lakhs) 10 Long-term loans and advances (Unsecured and considered good) Particulars As at 31 March,2013 As at 31 March,2012 (a) Security deposits Total J, Inventories (At lower of cost and net realisable value) Particulars As at 31 March,2013 As at 31 March,2012 (a) Raw materials (b) Raw Material transit (c) Work-in-progress (d) Finished goods (other than those acquired for trading) (e) Stores and spares 0.00 (f) -- Loose tools 0.00 Total

123 12 Trade receivables Particula rs As at 31 March,2013 As at 31 March,2012 (a) (i) Trade receivables outstanding for a period exceeding 180 days Unsecured, considered good - - (b) (i) (ii) Other Trade receivables Secured, considered good Unsecured, considered good Total of (b) Total (a) + (b) ~ 13 Cash and cash equivalents /), (a) Cash on hand (b) Cheques, drafts on hand Particulars As at 31 March,2013 As at 31 March, (b) Balances with banks In current accounts In deposit accounts In Margin Money Total Total (a + b) Short-term loans and advances (Unsecured and considered good) _..' Particulars As at 31 March,2013 As at 31 March,2012 (a) Loans and advances to related parties (b) Loans and advances to employees Balances with Excise, Sales Tax and Income Tax, (c) Authorities - 1 Central Excise Deposit Income Tax (d) Others -Suppliers Advance ( including for expenses) Total Other current assets Particulars As at 31 March,2013 As at 31 March,2012 (a) I nterest accrued on deposits Total CERllflEQJf(Ut:'. \lvr I

124 -poel ENTERPRISES LIMITED Notes forming part of the financial statements 16.0 Revenue from operations Rs in lacs (a) (b) (c ) Particulars As at 31 March, 2013 As at 31 March, 2012 Sale of products Other operating revenues Less: Excise duty Total Particulars of Sale of Products.'\.,,~I (a) Sale of products comprises: As at 31 March, 2013 As at 31 March, 2012 /I Traded goods Metals Metalic Oxides PVC Stabilisers Others Total- Sale of traded goods Total- Sale of products (b) Sale of services: Service P Service Q Service R Total - Sale of services Other Income, ~! (a) (b) (c ) (d) I 1 2 Particulars Interest income Dividend income from long-term investments holding I subsidiaries others Net gain on foreign currency transactions and translation (other than considered as finance cost) As at 31 March,2013 As at 31 March, (0.92) (1.98) Other non-operating income (net of expenses directly attributable to such income) (Refer Note (II) Total '1'7.1 Particulars of Interest Income Particulars As at 31 March, 2013 I (a) Interest from banks on: 1 deposits (b) Interest on loans and advances (c) Others 0.00 Total -Interest income As at 31 March, , ,CERTIFIEQ TRUE COPY

125 11.2 Other Income (eontd.) (II) Particulars Other non-operating income comprises: As at 31 March, 2013 As at 31 March, Rental income from operating leases Miscellaneous income [net of expenses directly attributable (Year ended 31 March, 2013)] Total - Other non-operating income '\ 18 Purchase of traded goods Particulars As at 31 March, 2013 As at 31 March, Metals Metalic Oxides Others Total Changes in inventories of finished goods, work-in-progress and stock-in-trade (a) Particulars As at 31 March,2013 As at 31 March, 2012 Inventories at the end of the ~ear: Finished goods Work-In-progress Stock-in-trade Total (a) ) (b) Inventories at the beginning of the ~ear: 1 2 Finished goods Work-in-progress Stock-in-trade Total (b) Net (increase) I decrease (b-a) (384.88) Employee benefits expense Particulars Salaries and wages Contributions to provident and other funds Expense on employee stock option (ESOP) scheme Staff welfare expenses As at 31 March, 2013 As at 31 March, Total Finance costs (a) 1 2 (b) (c) Particulars As at 31 March, 2013 As at 31 March,2012 Interest expense on: Bank Borrowings On Unsecured Loans Other borrowing costs Net (gain) 1loss on foreign currency transactions an Total i/ <> CERTIFIEQTR.UE COpy

126 :22 Other expenses Particulars Business promotion Consumption of packing materials Director Sitting Fees Environmental Control Expenses Freight and forwarding General Expenses Insurance Legal and professional Membership Fee Office Maintenance Payments to auditors Postage,Telegram & Telephone Expenses Power and fuel Printing and stationery Purchase Commission Rates and taxes Rent & Amenities Charges Repairs and maintenance - Buildings Repairs and maintenance - Others Sales commission Service tax paid Share transfer expenses Travelling and Conveyance Transportation Charges As at 31 March, 2013 As at 31 March, Total Payment to Auditors as Particulars As at 31 March, 2013 As at 31 March, 2012 (i) Payments to the auditors comprises (net of service tax input credit, where applicable): 1.00 As auditors - statutory audit For other services 0.30 Total (i) Earing Per Share (EPS) (i) (ii) (iii) (iv) Particulars Net profit after tax as per statement of profit and loss atributable to equity shareholders Weighted average number of Equity Shares Basic Earning & Diluted Earning Per Share in Rs Face Value per Equity Shares As at 31 March, 2013 As at 31 March,

127 Expen iture in Foreicm Currency Particulars As at 31 March, 2013 As at 31 March, 2012 (i) Import of Raw Materials 2, (ii) Interest Expenses 0: Earnings in Foreign Exchange Particulars As at 31 March, 2013 As at 31 March, 2012 (i) Sales Total u.uu Contigent Liaibilites and Commitments Contigent Liaiblites (I) Particulars As at 31 March, 2013 As at 31 March,2012 IGurantees to bani< and t-rnanciallnstltutlons against CrE Previous year figures have been regroped/rearranged whereever necessary. As per our Report of even date FOi Jeeravla & Co Chartered Accountants FRN No: For and on behalf of POCl Enterprises ltd., ~~~ 80han C J Parmar Proprietor M.No R.P.Bansal Mana~in~ Director K.Kumarvel Director Place: Chennai Date: May 30,2013 For POCL ENTERPRiSES LIMiTED 5c::::...-..s::>--.-3> ~ CER1\FlE~ If(UE. COpy DIRECTOR

128

129 Pondy Oxides and Chemicals Limited PONDY OXIDES AND CHEMICALS LIMITED BOARD OF DIRECTORS REGISTERED & CORPORATE OFFICE Dr. Padam C Bansal Chairman Sri. D.P.Venkataraman Vice-Chairman Sri. Anil Kumar Bansal Managing Director Sri. Sunil Kumar Bansal Sri. R.P.Bansal Sri. Devakar Bansal Sri. Ashish Bansal Sri. Y.V.Raman Whole Time Directors Sri. Anil Kumar Sachdev Sri. Harish Kumar Lohia Sri. P.N. Sridharan Directors GM FINANCE & COMPANY SECRETARY Sri. K. Kumaravel FACTORY DIVISIONS Metalic Oxides Division [ M O D ] Behind A-73 & 74, PIPDIC Industrial Estate Mettupalayam, Pondicherry Plastic Additives Division [ P A D ] Sembiapalayam, Korkadu post Pondicherry Smelter Division [ S M D ] G 17 - G 19 & G 30 - G 32, SIPCOT Industrial Park, Mampakkam, Sriperumbudur, District Kancheepuram, Tamil Nadu Zinc Refining Division [ Z R D ] G-47, SIDCO Industrial Estate, Kakkalur,Thiruvallur, Tamil Nadu Alloying & Refining Division [A R D] B 19 & 20 Sidco Industrial Estate, Maraimalai Nagar, Kancheepuram Dist., Tamil Nadu KRM Centre, 4 th Floor, # 2, Harrington Road, Chetpet, Chennai Telephone No. : Fax No. : kk@pocl.co.in AUDITORS M/s Jeeravla & Co., Chartered Accountants New # 27 (Old # 19A) Ist Floor, Barnaby Road, Kilpauk, Chennai Phone No. : BANKERS Canara Bank Anna Nagar East Branch HDFC Bank - Mylapore Branch REGISTRAR AND SHARE TRANSFER AGENTS M/s. Cameo Corporate Services Limited Subramanian Building, # 1, Club House Road, Chennai Phone : [5 lines] Fax : cameo@cameo.india.com LISTING The Bombay Stock Exchange Madras Stock Exchange National Stock Exchange [Under permitted Category] EIGHTEENTH ANNUAL GENERAL MEETING Day : Tuesday Date : August 27, 2013 Time Venue : : a.m. Kasturi Srinivasan Hall (Mini Hall), Music Academy, 306, T.T.K.Road, Chennai

130 Eighteenth Annual Report CONTENTS STAND ALONE ACCOUNTS Page No. Notice to the Shareholders 3 Directors' Report 6 Auditors' Report 25 Balance Sheet 30 Statement of Profit and Loss 31 Cash Flow Statement 32 Notes 38 Statement pursuant to Section 212 of the Companies Act, CONSOLIDATED ACCOUNTS Auditors' Report 58 Balance Sheet 59 Statement of Profit and Loss 60 Cash Flow Statement 61 Notes 62 2

131 Pondy Oxides and Chemicals Limited NOTICE TO THE SHAREHOLDERS Notice is hereby given that the Eighteenth Annual General Meeting of the Members of M/s.PONDY OXIDES AND CHEMICALS LIMITED will be held on Tuesday the 27 th day of August 2013 at a.m. at Kasturi Srinivasan Hall (Mini Hall), Music Academy, 306, T.T.K.Road, Chennai to transact the following business : Ordinary Business: 1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31 st March 2013 and Statement of Profit and Loss for the year ended 31 st March 2013 together with notes thereto, the Auditors Report and Directors Report thereon. 2. To declare Dividend on Equity Shares. 3. To appoint a Director in the place of Dr. Padam C Bansal, who retires by rotation and being eligible, offers himself for reappointment. 4. To appoint a Director in the place of Sri. Y.V. Raman, who retires by rotation and being eligible, offers himself for reappointment. 5. To appoint a Director in the place of, Sri. Anil Kumar Sachdev, who retires by rotation and being eligible, offers himself for reappointment. 6. To appoint a Director in the place of Sri. Ashish Bansal, who retires by rotation and being eligible, offers himself for reappointment. 7. To appoint Auditors and to fix their remuneration and in this regard to consider and, if thought fit, to pass with or without modification the following resolution as an Ordinary Resolution: RESOLVED THAT M/s Jeeravla & Co., Chartered Accountants (bearing Firm Registration No.: S) the retiring Auditors be and are hereby re-appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting on a remuneration to be decided by the Board of Directors, in addition to reimbursement of service tax and out of pocket expenses in connection with Audit of the accounts of the Company. By Order of the Board For Pondy Oxides and Chemicals Ltd. Place : Chennai K. Kumaravel Date : May 30, 2013 GM - Finance & Company Secretary NOTES: 1. EVERY MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND PROXY NEED NOT BE A MEMBER OF THE COMPANY. 2. Duly filled in Proxy forms must be deposited at the Registered Office of the Company at least 48 hours before the commencement of the Annual General meeting. 3. Pursuant to Clause 49 of the Listing Agreement, particulars of Directors seeking appointment / re-appointment at this meeting are annexed hereto. 4. The Register of Members and Share Transfer Books of the Company will remain closed on Members are requested to: i) Note that as a measure of austerity, copies of Annual Report will not be distributed at the Annual General Meeting. ii) Deliver duly completed and signed Attendance Slip at the entrance of the meeting venue. 3

132 Eighteenth Annual Report iii) iv) Quote the Folio / Client ID and DP ID Nos. in all their correspondence. Note that NO gifts / compliments / coupons will be distributed at the Annual General Meeting. v) A Corporate member shall be deemed to be personally present only if it is represented in accordance with Section 187 of the Companies Act, 1956 i.e. only if the corporate member sends certified true copy of the Board Resolution / Power of Attorney authorizing the representative to attend and vote at the Annual General Meeting. vi) Members are requested to notify immediately changes, if any, in their addresses to; a. Depository Participants (DP) in respect of shares held in the dematerialized form and b. To the Registrar and Transfer Agents of the Company, M/s. Cameo Corporate Services Limited, Subramanian Building No.1, Club House Road, Chennai in respect of shares held in Physical form, quoting their folio numbers. 6. Members desirous of getting any information on any items of business of this meeting are requested to address their queries to Mr. K. Kumaravel, GM - Finance & Company Secretary at the Registered Office of the company at least ten days prior to the date of the meeting, so that the information required can be made available at the meeting. 7. All documents referred to in the notice and annexures thereto along with other mandatory registers / documents are open for inspection at the Registered Office of the Company on all working days (except Saturdays, Sundays and public holidays) between p.m to p.m prior to the date of Annual General Meeting. 8. Members who have not registered their addresses to the registrar are requested to register their IDs at pondyoxides@cameoindia.com so that they can receive the Annual Report and other communication from the company electronically. 9. The Securities and Exchange Board of India has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are therefore requested to submit their PAN to their depository participant with whom they are maintaining their demat account. Members holding shares in physical form can submit their PAN details to the company / RTA. 10. If dividend on shares as recommended by the Directors is approved at the meeting, the payment will be made within thirty days to those shareholders whose names are on the Company s Register of Members on The dividend in respect of shares held in electronic form will be payable to the beneficial owners of the shares as at the end of business hours on as per details furnished by the Depostories for this purpose. 11. Members who have not encashed their dividend warrants for the years , , , , , and are requested to approach the company for revalidation / issue of duplicate warrants quoting their Ledger Folio / DP Client ID Number. Pursuant to Section 205 A(5) of the Companies Act, 1956 the unpaid dividends due for transfer to the Investor Education and Protection Fund (IEPF) of the Central Government are as follows : Dividend for the year ended Date of declaration Proposed date of transfer* March 31, 2006 September 09, 2006 September 13, 2013 March 31, 2007 September 22, 2007 September 26, 2014 March 31, 2008 September 20, 2008 September 24, 2015 March 31, 2009 September 17, 2009 September 21, 2016 March 31, 2010 August 28, 2010 September 01, 2017 March 31, 2011 September 24, 2011 September 28, 2018 March 31, 2012 September 7, 2012 September 11, 2019 *Indicative dates, actual dates may vary 4

133 Pondy Oxides and Chemicals Limited 12. For the convenience of payment of dividend, transfer etc., shareholders are requested to apply for consolidation of folios. For this purpose, it is required to submit all the original share certificates along with a request letter requesting for consolidation, to the Registrars and Share Transfer Agents for necessary corrections in their records. Information of the Directors Seeking Re-appointment at the Eighteenth Annual General Meeting. [As Required under Clause 49 IV [G][i] of the Listing Agreement] Name of the Director Dr. Padam C Bansal Sri.Y.V. Raman Sri.Anil Kumar Sachdev Sri.Ashish Bansal Date of Birth July 10, 1947 December 2, 1952 December 19, 1953 July 15, 1981 Date of Appointment November 4, 1997 April 1, 2001 September 2, 1995 July 30, 2009 Director Identification Number Relationship Brother of Promoter Not related to any Director Not related to any Director Son of Promoter, between Directors Directors* of the company of the company Director inter-se Sri Anil Kumar Bansal Qualification and M.Sc., PhD Specialization B.Sc. Specialization in M.B.A Specialization M.B.A University of Expertise in sustained release drugs marketing of various in Finance Wales, Cardiff, London and chemicals products Directorship held in Nil Nil Nil POCL Enterprises Ltd other public companies Membership / Nil Nil Nil Nil Chairmanship of Committees across other public companies, Committees if any Number of Equity shares 4,25,626 1,129 3,630 5,91,354 of Rs.10/- each held on March 31, 2013 * Promoter Directors are:- 1. Dr. Padam C Bansal 2. Sri. Anil Kumar Bansal 3. Sri. Sunil Kumar Bansal 4. Sri. R.P. Bansal 5. Sri. Devakar Bansal 6. Sri. Ashish Bansal 5

134 Eighteenth Annual Report Dear Shareholders, DIRECTORS REPORT Your Directors have pleasure in presenting Eighteenth Annual Report together with Audited Balance Sheet and Statement of Profit and Loss for the year ended on March 31, FINANCIAL RESULTS Rs. in lakhs 2. DIVIDEND Particulars Operational Income Other Income EBIDAT Interest and Financial Charges Depreciation & amortization Profit before taxation Provision for taxes Net Profit for the year Appropriations General Reserve Proposed Dividend on equity shares Tax on proposed dividend Surplus carried forward to next year The Board of Directors of your Company has recommended a dividend of Re.1.00 [10%] per equity share of Rs.10/- each. The total cash flow on account of this dividend including distribution tax thereon will be Rs lakhs. The dividend will be tax free in the hands of the shareholders. 3. PERFORMANCE REVIEW The Company reported revenues and PBDIT of Rs lakhs during the year against Rs lakhs for the previous year. Strong volume growth, operational efficiencies improved the sales performance. This year over all metal production was mts compared to mts in the previous year. The Metalic Oxides production this year was 5912 mts compared to 4182 mts showing an increase of 24% over the financial year Similarly production of plastic additives was 5143 mts compared to 4310 mts showing an increase of 19% over the previous year. The Lead Metal sales in the domestic market during the year were 6888 mts while export sales accounted for mts. Metalic Oxides sales in the domestic market during the year were 4822 mts with the export sales accounting for 660 mts. Plastic Additives sales during the year were 4693 mts with the export sales accounting for 377 mts. 6

135 Pondy Oxides and Chemicals Limited 4. APPROPRIATIONS For the year under review, the Board has proposed to transfer Rs lakhs to General Reserve and an amount of Rs lakhs is proposed to be retained in the Statement of Profit & Loss. 5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Pursuant to clause 49(IV)(F) of the Listing Agreement, Management Discussion and Analysis Report is given below. THE ECONOMY AND THE SECTORAL GROWTH Managing growth and price stability are major challenges of macroeconomic policy making. Pulled down by poor performance of farm, manufacturing and mining sectors, economic growth slowed to 4.8 per cent in the January-March quarter and fell to a decade s low of 5 per cent for the entire fiscal. The economic growth or gross domestic product (GDP) had expanded by 5.1 per cent in January- March quarter of last fiscal. India s economic growth was at 6.2 per cent for the fiscal. It had grown by 5.4 per cent, 5.2 per cent and 4.7 per cent in the first, second and third quarters, respectively, of INDUSTRY STRUCTURE AND DEVELOPMENT Metal, Metalic Oxides and Plastic Additives are the three divisions of the company. Metal Division mainly consists of Lead which is primarily used in Lead Acid Battery industry, Plastic Stabilizers and Metalic Oxides. Metalic Oxides are primarily used in tyre, ceramic and battery industries. Plastic Additives is used in PVC Pipe Industry. SEGMENT WISE PERFORMANCE The operational and financial performances of the three divisions are as follows: OUTLOOK (Rs.in lakhs) Segment Turnover Profit / (Loss) before Interest & Tax Metal Metalic Oxides Plastic additives PROPOSED EXPANSION As informed in the earlier Annual Report, the Company is in the process of setting up of plant in Industrial Park, Gajulamandyam, Chittoor District, Andhra Pradesh for the manufacture of Lead Metals and Lead Alloys and obtained clearances from Andhra Pradesh Pollution Control Board and other government agencies and the expansion will be completed before the end of this financial year. Further, the company has also purchased land of 1.36 acres at Sipcot Industrial Park, Sriperumbudur, Kancheepuram District, Tamilnadu for future expansion programme to be decided by the Board. The demand for Lead and Lead Alloys is strong and there has been an increase in the revenue, but the net profit decreased due to a drop in international lead prices. The demand of Metalic Oxides and Plastic Additives is stable and continue to give the projected turnover and profitability. RISK AND CONCERNS The outlook for the Metal, Metalic Oxides and Plastic Additives Division continues to be promising in the medium term. However, the availability and price of raw material and exchange fluctuation are causes for concern. 7

136 Eighteenth Annual Report INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY Your Company has an established system of internal controls for ensuring optimal utilization of various resources. Investment decisions involving capital expenditure are taken up only after due appraisal and review and adequate policies have been laid down for approval and control of expenditure. Internal audit is carried out by a firm of Chartered Accountants to ensure adequacy of the internal control systems. The internal audit report is reviewed by the Audit Committee to ensure that all policies and procedures are adhered to and all statutory obligations are complied with. HUMAN RESOURCES AND INDUSTRIAL RELATIONS Your company believes that its employees are the main force in driving performance and developing competitive advantage. During the year, your Company has focused efforts to enhancing capabilities of employees, particularly in view of expanding capacities and changes in working environment. Technical and safety training programs were held periodically to enhance workers knowledge and application skills. Industrial relations continued to remain cordial and harmonious during the year. The total number of employees at the end of the year was CONSOLIDATED FINANCIAL STATEMENTS In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report. 7. CORPORATE SOCIAL RESPONSIBILITY We are committed to operate our business with emphasis on Corporate Social Responsibility (CSR) in all areas of our operation. We will integrate our business values and operations to meet the expectations of our shareholders, customers, employees, regulators, investors, suppliers, and the community and take care of environment with best interest. CSR policy forms part of our corporate vision. It defines our approach on key responsibility issues and provides guidance to employees on the company standards. Each and every manufacturing plant has implemented this CSR policy, we regularly promote awareness amongst our people to ensure they adopt this mission in every area of work. The CSR team reviews the progress of every plant on a quarterly basis with respect to its compliance and an annual report on activities is prepared. It has been the policy of the Company to keep at least one third of the unit area as green. Also fullfledged pollution control equipments are installed in all units before the commencement of production and to keep the environmental pollution free inspite of Red Category unit classification. 8. SUBSIDIARY COMPANY The company as on March 31, 2013 has one subsidiary namely M/s POCL Enterprises Ltd. It is prominently engaged in trading of various metals and chemicals and there has been no material change in the nature of business of the subsidiary other than the increase in the turnover and profitability of the subsidiary during the year Pursuant to provisions of Sub - Section (8) of Section 212 of the Companies Act, 1956, the Ministry of Corporate affairs (MCA) vide its Circular No. 2/2011, dated has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company, with the Balance Sheet of the Company. However the financial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular. Accordingly, this annual report does not contain the reports and other statements of the subsidiary company. Any member intends to have a certified copy of the Balance Sheet and other financial 8

137 Pondy Oxides and Chemicals Limited statements of the subsidiary may write to the Company Secretary. These documents are available for inspection during business hours at the Registered Office of the Company and also at the Registered Office of the subsidiary company. 9. DIRECTORS Appointments by rotation In accordance with the provisions of the Companies Act, 1956 read with the Articles of Association of the Company, Dr. Padam C Bansal, Sri. Y.V Raman, Sri. Anil Kumar Sachdev and Sri. Ashish Bansal, Directors of the company will retire by rotation at this meeting and being eligible, your Board recommends their re-appointment. Directors Responsibility Statement Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed that: (i) (ii) (iii) (iv) in the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable Accounting Standards have been followed along with proper explanation to material departures. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2013 and of the profit or loss of the Company for that period. the Directors have taken proper and sufficient care for the maintenance and adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. the Directors have prepared the annual Accounts on a going concern basis. 10. AUDITORS AND AUDITORS REPORT The office of the Statutory Auditors M/s. Jeeravla & Co., Chartered Accountants (bearing Firm Registration No: S), expires at the conclusion of the forthcoming Annual General Meeting of the Company and they have expressed their willingness to accept office, if re-appointed. The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act. Your Directors recommend re-appointment of M/s. Jeeravla & Co., Chartered Accountants, Chennai as the statutory auditors of the Company and request the members to authorize the Board of Directors to fix their remuneration. The resolution for the same is placed before the members as item no. 7 of the Notice convening the Annual General Meeting. 11. COST AUDITOR The Board of Directors has appointed M/s. Vivekanandan Unni & Associates (bearing Firm Registration No: 00085), Cost Accountants as Cost Auditor of the company for the financial year DEPOSITS The Company has not invited deposits from public during the year under review; however it has accepted unsecured loans from directors, friends and related parties. 13. PARTICULARS OF EMPLOYEES None of the employees of your Company was in receipt of the remuneration in excess of the ceiling prescribed under section 217[2A] of the Companies Act,

138 Eighteenth Annual Report CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO In accordance with the provisions of Section 217[1][e] of the Companies Act, 1956, read with the Companies [Disclosure of particulars in the Report of Board of Directors] Rules, 1988, the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are furnished in the Annexure forming part of this Report. 15. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) Pursuant to the Provisions of Section 205A(5) and 205C of the Companies Act, 1956 dividends which remained unpaid or unclaimed for a period of 7 years have been transferred by company to the Investor Education and Protection Fund. Pursuant to the provisions of Investor Education and Protection Fund (IEPF) (uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012 the company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 7 th September 2012 (date of previous Annual General Meeting) on the website of the company ( as also on the Ministry of Corporate Affairs website. 16. CORPORATE GOVERNANCE Your Company aims at achieving transparency, accountability, equity and ethics in all facets of its operations without compromising compliances with laws and regulations framed by SEBI in this regard. The Company is committed to maintain the highest standard of Corporate Governance. A Certificate from Statutory Auditors of the Company confirming the compliance of clause 49 of the listing agreement is attached to the Annual Report. 17. ACKNOWLEDGEMENT Your Directors take this opportunity to place on record their sincere appreciation for the continued trust and confidence reposed in the Company by the bankers, business associates, regulatory authorities, customers, dealers, vendors and shareholders. Your Directors recognize and appreciate the services rendered by the officers, staff and employees of the Company at all levels for their dedicated efforts to improve the performance of the Company. 18. CAUTIONARY STATEMENT Certain statements in the Directors Report describing the Company s operations, objectives, projects and expectations regarding future performance may constitute forward looking statements within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed/ implied, depending on the economic conditions, Government policies and other incidental factors and developments. On behalf of the Board of Directors For Pondy Oxides and Chemicals Ltd. Place : Chennai Anil Kumar Bansal D.P.Venkataraman Date : May 30, 2013 Managing Director Vice Chairman 10

139 Pondy Oxides and Chemicals Limited ANNEXURE TO THE DIRECTORS REPORT Information under Section 217[1][e] of the Companies Act, 1956, read with the Companies [Disclosure of particulars in the Report of Board of Directors] Rules, 1988,and forming part of the Directors Report for the year ended March 31, Conservation of energy a. Energy Conservation measures taken b. Additional investments and proposals if any, being implemented for reduction of consumption of energy; c. Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods. d. Total Energy consumption and energy consumption per unit of production FORM A Form for Disclosure of Particulars with respect to Conservation of Energy 1. Part A - Power and fuel consumption S. No. Particulars Current Year Previous Year Electricity a. Purchased Units Total Amount Rs. in lakhs Rate Rs. per unit b. Own Generation Through Diesel Generator Units Value of diesel consumed Rs. in lakhs Cost Rs. Per unit Units per litre of diesel Coal Quantity In Mt Amount Rs. in lakhs Average Rate Rs Furnace Oil Quantity In K. Ltrs Amount Rs. in lakhs Average Rate Rs Others: Diesel Quantity In K. Ltrs Amount Rs. in lakhs Average Rate Rs B. Consumption per unit of production In view of the number of products, with different quality and other parameters being manufactured by the company, it is not possible to give information on consumption of fuel per unit of production. } Not Applicable 11

140 Eighteenth Annual Report Technology Absorption I. Research and development II. FORM B Form for Disclosure of particulars with respect to Absorption During the year under review, the company continued to improve the quality of products through its normal research and development system. Technology absorption, adaptation and innovation The company has not acquired any imported or indigenous technology 3. Foreign Exchange earnings and outgo During the year the Company earned Foreign Exchange of Rs lakhs (Export Sales) and used Foreign Exchange of Rs lakhs (Raw Materials Rs lakhs and Rs lakhs towards Foreign Travel, Membership Fees and Commission expenses and Rs.4.82 lakhs towards dividend) On behalf of the Board of Directors For Pondy Oxides and Chemicals Ltd. Place : Chennai Anil Kumar Bansal D.P.Venkataraman Date : May 30, 2013 Managing Director Vice Chairman 12

141 Pondy Oxides and Chemicals Limited CORPORATE GOVERNANCE REPORT I. Company s Philosophy on Corporate Governance Your Company believes in transparency, professionalism and accountability, which are the basic principles of Corporate Governance. The Company aims at achieving transparency, accountability, equity and ethics in all facets of its operations without compromising compliances with laws and regulations framed by SEBI in this regard. Further, the Company has taken structured initiatives towards Corporate Governance and its practices which evolve around multi-layered checks and balances to ensure transparency. Apart from the mandatory measures required to be implemented as a part of Corporate Governance, the Company has gone the extra mile in this regard and has implemented the Whistle Blower Policy, details pertaining to the same are given below under the head Disclosures (Point No:- VI (f)). The Company would constantly endeavour to improve on these aspects and committed to attain the highest standards of Corporate Governance. In terms of Clause 49 of the Listing agreement executed with the Stock exchanges, the details of compliances, for the year ended March 31, 2013 are as follows. II. Board of Directors 1. Composition The Company s policy is to maintain optimum combination of Executive and Non-Executive Directors. The Board of Directors comprises: One Managing Director [Promoter Group] Five Executive Directors [4-Promoter Group] One Related Directors [Not Independent Promoter Group] Four Independent / Non-Executive Directors For a Director to be considered independent, the Board determines that, a director should not have any material pecuniary relationships or transactions with the company, its promoters, its directors, its senior management, its subsidiaries and associates which may affect independence of such director; The names and categories of the Directors on the Board, their attendance at the Board Meetings during the year and at the last Annual General Meeting as also the number of Directorships and Committee Memberships held by them in other companies were as under: Names of the Directors Category Number of Memberships of Number of Directorships in other Committee[s] Board Last AGM other public Meetings Attended limited attended companies Chairman Member Dr. Padam Chandra Chairman-Non Executive Bansal (Promoter Group) Yes Sri. D.P. Venkataraman Vice Chairman Non Executive/ Yes Independent Sri. Anil Kumar Bansal Managing Director (Promoter Group) Yes Sri. Sunil Kumar Bansal Whole Time Director (Promoter Group) Yes Sri. R.P. Bansal Whole Time Director (Promoter Group) Yes Sri. Devakar Bansal Whole Time Director (Promoter Group) Yes Sri.Ashish Bansal Whole Time Director (Promoter Group) Yes Sri. Y.V. Raman Whole Time Director Yes Sri. Anil Kumar Sachdev Non Executive / Independent Yes Sri.Harish Kumar Lohia Non Executive / Independent No Sri. P.N. Sridharan Non Executive / Independent Yes Note: None of the Directors was a member in more than 10 Committees or Chairman in more than 5 Committees. 13

142 Eighteenth Annual Report III. 2. Meeting of the Board of Directors During the year , the Board met 8 (eight) times on: 1. April 7, 2012; 2. May 14, July 18, July 27, September 8, October 27, January 9, February 9, 2013 At least one Board Meeting was held during every quarter. The maximum time gap between two Board Meetings was less than four months. Committees of the Board 1. Audit committee Terms of reference Clause 49 of listing agreement and Section 292A of the Companies Act, 1956 mandates the Company to form an Audit Committee. The primary objective of the Audit committee is to: monitor and oversee the Company s financial reporting process and disclosure of its financial information. recommend the appointment of statutory auditors and Internal auditors. review and discuss with the auditors all aspects of internal control system including the scope of audit, observations of the auditors, adequacy of the internal control system, major accounting policies, practices and compliance with Accounting standards and Listing agreement with the Stock Exchange and other legal and regulatory requirements concerning financial statements; review the reports of the Company s Internal auditors and to discuss with them any significant findings for follow up action thereon review the financial statements audited by the Statutory auditors as also to review financial and risk management policies and practices. Composition and attendance at the meetings of Audit committee During the year , the committee met four times on:- 1. May 14, July 27, October 27, February 9, Name of the Director Category Meetings attended Sri.D.P Venkataraman Non-Executive Director-Independent-Chairman 4 Sri.Anil Kumar Sachdev Non-Executive Director-Independent-Member 4 Sri.Harish Kumar Lohia Non-Executive Director-Independent-Member 4 Sri.P.N.Sridharan Non-Executive Director-Independent-Member 4 14

143 Pondy Oxides and Chemicals Limited The necessary quorum was present at the meeting. All members of the Audit committee are financially literate and have relevant finance and/or audit exposure. At least one Audit committee meeting was held during every quarter. Internal auditors and Statutory Auditors attended the meetings as invitees. The G.M Finance & Company Secretary acts as the Secretary of the Audit committee. The Chairman of the Audit Committee Sri. D.P.Venkataraman was present at the Seventeenth Annual General Meeting held on September 7, Remuneration Committee Terms of Reference The Remuneration committee has been constituted to recommend / review the remuneration of the Managing/Whole time Director[s] and recommending to the Board the quantum of annual increments based on their performance. The Committee also reviews the overall compensation policy, service agreements and other employment conditions of Managing/Wholetime Director[s]. Remuneration Policy The remuneration of the whole-time Director(s) is recommended by the Remuneration Committee based on factors such as industry benchmarks, the Company s performance vis-à-vis the industry, performance / track record of the Whole-time Director(s), etc., which is decided by the Board of Directors. Remuneration comprises a fixed component viz. salary, perquisites and allowances and a variable component viz. commission. The Remuneration committee also recommends the annual increments (which are effective April 1 annually) with in the salary scale approved by the Members and permitted under Schedule XIII read with Sections 198 and 309 of the Companies Act, Composition and attendance at meetings of Remuneration committee During the year , the committee met on April 07, 2012 to decide on increment in remuneration payable to Directors and to fix remuneration to new Whole Time Director. Further, the committee also met on to reappoint / fixing / revision in remuneration to Managing Director and Whole Time Directors. The composition and attendance at the Remuneration committee meeting during the year prior to the reconstitution were as under: Name of the Director Category Meeting Attended Sri.D.P. Venkataraman Non-Executive Director-Independent Chairman 2 Sri.Anil Kumar Sachdev Non-Executive Director-Independent - Member 2 Sri.Harish Kumar Lohia Non-Executive Director-Independent - Member 2 The G.M Finance & Company Secretary acts as the Secretary of the Remuneration Committee. 3. Shareholders /Investors Grievance committee Terms of reference The Shareholders / Investors Grievance Committee, inter alia, approves issue of duplicate certificates and oversees and reviews all matters connected with the transfer of securities of the Company. The Committee also looks into redressal of shareholders / investors complaints related to transfer of shares, non receipt of Balance sheet, non receipt of declared dividend, etc. wherever possible. The Committee oversees performance of the Registrars and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services. 15

144 Eighteenth Annual Report The Company also monitors implementation and compliance with Company s code of conduct for prohibition of Insider trading in pursuance of SEBI (Prohibition of Insider Trading) Regulations, Composition of Shareholders /Investors Grievance Committee:- The Committee comprises three directors, namely, Name of the Director Sri. D.P Venkataraman Sri. Anil Kumar Sachdev Sri. Harish Kumar Lohia Category Non Executive Director-Independent-Chairman Non-Executive Director-Independent Member Non-Executive Director-Independent Member During the year , the committee met four times on the following dates and reviewed / resolved the Investors Grievances: 1. May 14, July 27, October 27, February 09, 2013 The G.M Finance & Company Secretary acts as the Secretary of the Shareholders / Investors Grievance committee. The status of the Complaints received from the shareholders during the period April 1, 2012 to March 31, 2013 is as detailed as hereunder: Complaints Complaints Complaints Complaints outstanding at the received during Disposed off unresolved at the end beginning of the year the year during the year of the year. Nil Nil 4. Share transfer committee Terms of reference A. Transfer/ transmission/ transposition of shares. B. Consolidation/ splitting of shares. C. Issue of Duplicate Share Certificates, confirmation of demat / remat requests, review of shares dematerialized and all other related matters. Composition of Share Transfer Committee:- Name of the Director Sri.Anil Kumar Bansal Sri.Sunil Kumar Bansal Sri. Y.V. Raman Category Managing Director-Chairman Whole time Director-Member Whole time Director-Member During the year , the committee met six times on 1. May 3, June 4, October 3, November 3, January 11, February 25,

145 Pondy Oxides and Chemicals Limited Share transfers/transmissions etc. are processed at regular intervals depending on the requests received and the share certificates are returned to those who lodged for transfers within a month from the date of receipt. IV. Remuneration of Directors Rs. in lakhs Name of the Director Salary [Basic] Perquisites & Total Allowances Sri. Anil Kumar Bansal - Managing Director Sri. Sunil Kumar Bansal - Whole Time Director Sri. R.P. Bansal - Whole Time Director Sri. Devakar Bansal - Whole Time Director Sri. Ashish Bansal Whole Time Director Sri. Y. V. Raman - Whole Time Director The Board of Directors decides the remuneration of Non-Executive - Independent Directors. The Non- Executive-Independent Directors are paid sitting fees of Rs. 3,000/- each per meeting of the Board, attended by them. Service Contract and Notice Period of the Managing Director and Whole Time Directors: Mr. Anil Kumar Bansal s contract as a Managing Director has been extended for a period of two years, commencing from April 1, 2013 upto and including March 31, 2015.The contract of the Whole-Time Directors, Mr. Sunil Kumar Bansal, Mr. Devakar Bansal, Mr. R. P. Bansal and Mr. Y. V. Raman has been extended for a period of two years, commencing from April 1, 2013 upto and including March 31, The contract for Mr. Ashish Bansal, Whole-Time Director is for a period of three years, commencing from April 1, 2012 upto and including March 31, The contracts entered into with the Managing Director and Whole-Time Directors are terminable by 3 months notice on either side. Details of ordinary shares of the Company held by the Non-Executive Directors as on March 31, 2013 are as under: Dr.Padam C Bansal Sri.D.P.Venkataraman Sri.Anil Kumar Sachdev Sri.Harish Kumar Lohia Sri.P.N.Sridharan : 4,25,626 shares : Nil : 3,630 shares : 2,390 shares : Nil V. Compliance officer Registered Office: VI. Sri. K. Kumaravel, KRM Centre, 4th Floor, G.M Finance & Company Secretary # 2, Harrington Road, Chetpet, Chennai is also the Compliance Officer. Telephone No : Fax No : kk@pocl.co.in Disclosures [a] Related party transactions During the year the Company has not entered into any transactions with directors, their relatives or management which is in conflict with the interests of the Company. Transactions with the related parties are disclosed in Note No.34 i.e Notes forming part of the Financial Statements in the Annual Report. 17

146 Eighteenth Annual Report [b] [c] [d] [e] [f] [g] Statutory compliance, Penalties and strictures Your Company has complied with all the requirements of the Listing agreement with the Stock Exchanges, SEBI Regulations and other statutory authorities. During the last three years there were no strictures or penalties imposed on your Company by SEBI or the Stock exchanges or any Statutory authority in connection with violation of Capital Market norms, rules, regulations, etc. Code of Conduct The code of Business Conduct and Ethics for Directors / Management personnel has been adopted by the Company. Listing agreement compliance The Company has complied with the mandatory requirements of Clause 49 of the Listing Agreement as amended till date. Risk management assessment The Company has reviewed the risk based control system and evolved a procedure for risk assessment and timely rectification which would help minimisation of risk associated with any strategic, operational, and financial and compliance risk across all business operations. These control procedures and systems will ensure that the board is periodically informed of the material risks faced by the Company and the steps taken by the Company to mitigate those risks. Board procedure The company has established procedures to enable its board to review the compliance of all laws applicable to the Company as well as steps taken to rectify instances of non-compliance. Secretarial Audit In line with the requirements of SEBI, Secretarial audit is carried out on a quarterly basis by a qualified Practicing Company Secretary to confirm that the aggregate 1,11,51,985 (One Crore Eleven Lakhs Fifty One Thousand Nine Hundred and Eighty Five) number of Equity Shares of the Company held in NSDL and CDSL and in physical form tally with the total number of issued/ paid up, listed and admitted capital of the Company. Compliance with Non-Mandatory Requirements [a] [b] [c] [d] The Board A separate office is not maintained for the Non-executive Chairman of the Company. The Composition of the Board of Directors, committees of the Board are in line with the provisions of the Listing Agreement, the Companies Act, 1956 and other applicable laws. Remuneration Committee The Board has set up a remuneration committee to determine on their behalf and on behalf of the shareholders with agreed terms of reference the company s policy on specific remuneration packages for Managing Director and Whole Time Directors. Shareholders Rights In addition to being published in a leading Tamil and English Newspapers having wide circulation, the Company publishes its financial results on its website ( Hence, a quarterly declaration of financial performance including summary of the significant events is not being sent to shareholders individually. Audit Qualifications During the period under review, there are no audit qualifications in its financial statements. The Company continues to adopt best practices to ensure regime of unqualified financial statements. 18

147 Pondy Oxides and Chemicals Limited [e] [f] Mechanism for evaluating Non-Executive Board Members The Board of Directors of the Company comprises of 5 Non-Executive Directors. The Directors appointed on the Board are from diverse fields and have long standing experience and expertise in their respective fields. Non-executive Directors add substantial value through the discussions at the Meetings of the Board and Committees thereof and are paid sitting fees. Whistle Blower Policy The Company has adopted the Whistle Blower Policy pursuant to which employees of the Company can raise their concerns relating to the fraud, malpractice or any other activity or event which is against the interest of the Company or society. As regards the other non-mandatory requirements, the Board has taken cognizance of the same and shall consider adopting the same as and when necessary. VII. Means of Communication The Company has a functioning website ( wherein the details about the Company, its shareholding pattern and financial results are being updated on a quarterly basis. The financial results are also published in daily newspapers in accordance with the Listing agreement. VIII. Listing The Equity shares of the Company are listed on the Bombay Stock Exchange Limited, Madras Stock Exchange Limited, National Stock Exchange Limited (under permitted category). IX. General Body Meetings The last three Annual General Meetings of the Company were held as per the details given below: Year Date Time Venue Special Resolution th AGM a.m. Music Academy, 306 T.T.K. Road, For maintaining certain August 28, Chennai documents at the then 2010 Corporate Office th AGM a.m. Narada Gana Sabha Mini Hall, NIL September 24, 314 (Old No.254), T.T.K. Road, 2011 Chennai th AGM a.m. Music Academy, 306 T.T.K. Road, NIL September 7, Chennai EGM 26 th Noon Hotel Ashoka, Room No.407, For reappointment and fixing / October 2012 New No.47, Old No.33, Pantheon Road, revision in remuneration for Egmore, Chennai Managing Director and Whole Time Directors The Chairman of the Audit committee, Sri. D.P Venkataraman was present at the 17 th Annual General Meeting held on September 7, No Special resolution through postal ballot was passed during the three immediately preceeding financial years. 19

148 Eighteenth Annual Report X. Details of directors seeking re-appointment XI. As required under Clause 49 IV [G], particulars of directors seeking appointment/ re-appointment are given in the explanatory statement annexed to the notice of 18 th Annual General Meeting to be held on 27 th August General shareholders information Date of Incorporation March 21, 1995 Corporate Identity Number[CIN] L24294TN1995PLCO30586 Registered Office KRM Centre,4 th Floor, # 2, Harrington Road,Chetpet, Chennai Telephone No : Fax No : Day and date of Annual General Meeting Tuesday, August 27, 2013 Time and venue of the Annual general am at Kasturi Srinivasan Hall (Mini Hall), meeting Music Academy, 306, T.T.K.Road, Chennai Date of Book closure August 27, 2013 Last date for receipt of proxy August 24, 2013 before p.m Financial calendar April 1, 2013 to March 31, 2014 Unaudited Result Last date for publishing First quarter ending June 30, 2013 August 14, 2013 Second quarter ending September 30, 2013 November 14, 2013 Third quarter ending December 31, 2013 February 14, 2014 Fourth quarter ending March 31, 2014 May 14, 2014 Listing on Stock exchange[s] The Bombay Stock Exchange Phiroze Jeejeebhopy Towers Dalal Street Mumbai Madras Stock Exchange Limited Exchange Building, Post Box No , Second Line Beach Road, Chennai National Stock Exchange of India Limited (under permitted category) Exchange Plaza,Plot No. C/1, G Block, Bandra-Kurla Complex Bandra (E)Mumbai Note: As per Order No. WTM/RKA/ Listing fees for have been paid to MRD/12/2013, dated 03/04/2013 of SEBI, BSE/MSE Coimbatore Stock Exchange Ltd., (CSX) ceased to be a recognized Stock Exchange. BSE Stock Code MSE Stock Code International Security Identification Number [ISIN] Code PONDYOXIDE INE063E Dividend Payment / Credit date On or within thirty days from 27 th August, 2013 Outstanding GDR/ADR/Warrants NIL 20

149 Pondy Oxides and Chemicals Limited XII. Market price data The month- wise movement [High & Low] of the equity shares of the Company at Bombay Stock Exchange Limited, Mumbai, during each month for the year ended 31 st March 2013 are as under: Period POCL Price Data BSE Sensex High [Rs.] Low [Rs.] High Low Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar BSE closing price as on March 31, 2013 Rs Stock Performance of M/s Pondy Oxides and Chemicals Limited Plant Locations 1. Metalic Oxides Division [MOD] Behind A-73 & 74, PIPDIC Industrial Estate, Mettupalayam, Pondicherry Plastic Additives Division [PAD] Sembiapalayam, Korkadu post, Pondicherry Smelter Division [SMD] G 17 - G 19 & G 30 - G 32, SIPCOT Industrial Park, Mampakkam, Sriperumbudur, District Kancheepuram, Tamil Nadu