SYNGENTA INDIA LIMITED Registered Of ce: Amar Paradigm, S.N. 110/11/3 Baner Road, Pune 411 045 Tel No. 020 30699200, Fax No. 020 30699480, website: www.syngenta.com (CIN: U24210PN2000PLC135336) Extraordinary General Meeting on December 8, 2017 at 10.00 a.m. NOTICE IS HEREBY GIVEN THAT AN EXTRAORDINARY GENERAL MEETING OF THE MEMBERS OF SYNGENTA INDIA LIMITED ('THE COMPANY') WILL BE HELD ON FRIDAY, DECEMBER 8, 2017 AT 10.00 A.M. AT YASHWANTRAO CHAVAN ACADEMY OF DEVELOPMENT ADMINISTRATION (YASHADA), RAJBHAVAN COMPLEX, BANER ROAD, PUNE 411 007 TO TRANSACT THE FOLLOWING BUSINESS: This notice of meeting is given pursuant to Section 101 of the Companies Act, 2013 (including any statutory modi cation (s) or re-enactment(s) thereof for the time being in force) and the rules made thereunder and in accordance with the Articles of Association of the Company. Special Business: TO APPROVE THE REDUCTION OF EQUITY SHARE CAPITAL OF THE COMPANY To consider and, if thought t, to pass, with or without modi cation(s) the following resolution as a Special Resolution: RESOLVED THAT pursuant to Section 66 and other applicable provisions of the Companies Act, 2013, (including any statutory modi cation(s) or re-enactment thereof for the time being in force) and the rules made thereunder (the Act ), read with Articles of Association of the Company; and the con rmation by the Hon'ble National Company Law Tribunal ( NCLT ); and such other approvals as may be required, and subject to the terms and conditions and modi cations, if any, as may be prescribed by the NCLT and any other appropriate authority, as may be required or prescribed by such appropriate authority while granting approval or con rmation, and which may be agreed to by the Board of Directors of the Company, consent of the members of the Company be and is hereby accorded, by way of a special resolution, to reduce the issued, subscribed and paid-up capital of the Company from Rs. 16,47,18,540 (Rupees Sixteen Crores Forty Seven Lakh Eighteen Thousand Five Hundred and Forty) consisting of 3,29,43,708 (Three Crores Twenty Nine Lakh Forty Three Thousand Seven Hundred and Eight) equity shares of Rs. 5 (Rupees Five) each to Rs. 15,88,13,360 (Rupees Fifteen Crores Eighty Eight Lakh Thirteen Thousand Three Hundred and Sixty) consisting of 3,17,62,672 (Three Crores Seventeen Lakh Sixty Two Thousand Six Hundred and Seventy Two) equity shares of Rs. 5 (Rupees Five) each by cancelling and extinguishing, in aggregate, 3.59% (Three point Five Nine per cent.) of the total issued, subscribed and paid-up equity share capital of the Company, comprising 11,81,036 (Eleven Lakh Eighty One Thousand and Thirty Six) equity shares of Rs. 5 (Rupees Five) each held by the public shareholders of the Company i.e. the holders of the equity shares of the Company other than the promoter shareholders of the Company (the Public Shareholders ) (the Capital Reduction ). RESOLVED FURTHER THAT upon the Capital Reduction being con rmed by the NCLT and becoming effective and operative, and/ or the receipt of such other approvals as may be required, the Public Shareholders of the Company, as on the 'Record Date' to be determined by the Board for the purposes of determining the names of the registered holders of the equity shares of the Company, shall be paid, for the equity shares held by them and which are extinguished, a sum of Rs. 2,445/-(Rupees Two Thousand Four Hundred and Forty Five only) per equity share, being the fair value of the equity shares of the Company. RESOLVED FURTHER THAT upon the Capital Reduction being con rmed by the NCLT and becoming effective and operative, without any further act or deed by the equity shareholders (including but not limited to surrendering of share certi cates with transfer forms), 11,81,036 (Eleven Lakh Eighty One Thousand and Thirty Six) equity shares of Rs. 5 (Rupees Five) each of the Company held by the Public Shareholders shall stand cancelled and extinguished and rendered invalid. RESOLVED FURTHER THAT the payment of consideration to the abovementioned Public Shareholders shall be made within such number of days of the Record Date and subject to such approvals, if any, as may be required under the applicable law/s or as may be directed by the NCLT, on the reduction becoming effective. All such payments will be made by electronic transfer of funds, cheque, pay order/warrant or demand draft, NEFT/RTGS/IMPS, after payment of appropriate taxes by the Company. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to take all necessary steps and do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem necessary, expedient, usual or proper, in the best interest of the Company and its members in connection with and relating to the Capital Reduction, including any directions for settling any question or doubt or dif culty whatsoever that may arise, for the purpose of giving effect to the Capital Reduction, or to any modi cation thereof, and as the Board may in its absolute discretion deem t and proper in the best interest of the Company without being required to seek any further consent or approval of the members or otherwise, (including but not limited to): 1
1. To verify, sign, deal, swear, af rm, declare, deliver, execute, make, enter into, acknowledge, record and perfect all deeds, declarations, instruments, af davits, applications, petitions, objections, notices and writings whatsoever as may be usual, necessary, proper or expedite and all type of documents, petitions, af davits and applications in relation to the matter aforesaid; 2. To accept services of notices or other processes which may from time to time be issued in connection with the matter aforesaid; 3. To produce all documents or other evidences in connection with the matters aforesaid and all and any of other proceedings incidental thereto or arising thereat; 4. To make, prepare and submit any applications, petitions, appeals and judges summons before the NCLT, and/ or any court, tribunal, or all relevant authorities and respond to the appropriate authorities; 5. To le applications/petitions, and af davits and / or other legal documents with NCLT, as may be required for con rmation of the Capital Reduction by the NCLT and the Capital Reduction becoming effective and operative, and/or any other regulatory authorities for obtaining their approval; 6. To engage advocates, counsels and any other consultants, advisors, declare and le all pleadings, reports, and sign and issue public advertisements and notices in connection with the matters aforesaid; 7. To make any alterations/changes, modi cation or amendments in the application/petition as may be expedient or necessary, including any alteration, modi cation or amendment required to be made for complying with the requirements or conditions imposed by the NCLT and/or any other appropriate authorities, if any; 8. To prepare interim nancial statements along with relevant annexures, schedules and other necessary supportings which will be certi ed by the management of the Company and to pass such accounting entries and/or making such other adjustments in the books of accounts, as are considered necessary to give effect to the above resolution; 9. To deposit the amount to be paid to the Public Shareholders in lieu of the cancellation and extinguishment of the equity shares of the Company held by such Public Shareholders pursuant to the Capital Reduction in a Special Bank account to be opened with a Bank in this regard; 10. To discharge the payment due to the Public Shareholders of the Company in lieu of the cancellation and extinguishment of the equity shares of the Company held by such Public Shareholders pursuant to the Capital Reduction, in accordance with applicable laws, by payment through cheque, pay order/warrant or demand draft, NEFT/RTGS/IMPS, after payment of appropriate taxes by the Company; 11. To call for the bank account details of the shareholders of the Company for discharging consideration; 12. To provide necessary declarations/ certi cates in relation to Capital Reduction capturing the true and factual aspects of the Company; 13. To comply with all the necessary formalities, compliances and disclosures in this regard and to le the necessary forms or documents with the relevant authorities, including the Registrar of Companies; 14. To authenticate all the necessary documents as 'certi ed copies' or in any other manner as may be required, including af xing the Common Seal of the Company on any documents in connection with the above resolution; 15. To do all such acts, deeds, matters and things as may be deemed necessary, expedient, usual or proper and to settle any question or dif culty that may arise; and 16. To delegate any or all of the powers conferred upon it by this resolution to any committee of directors, any other director(s), and/or of cer(s) of the Company. By order of the Board For Syngenta India Limited Place : Pune Date : November 1, 2017 Arundhati Kulkarni Company Secretary Registered Of ce: Amar Paradigm, 110/111/3, Baner Road, Baner, Pune 411 045 2
NOTES: 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself/herself and the proxy need not be a member of the Company. Proxies, in order to be effective, must be deposited at the Registered Of ce of the Company not less than forty eight hours before the commencement of the Meeting. A person can act as proxy on behalf of not more than fty members and holding not more than ten percent of the total share capital of the Company. A blank proxy form is enclosed herewith. 2. The Explanatory Statement as required under Section 102 of the Companies Act, 2013, is annexed. 3. Corporate Members intending to send their authorized representative to attend the Meeting are requested to send a certi ed copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the meeting. 4. All documents referred to in the accompanying notice are open for inspection at the registered of ce of the Company on all working days between 10:00 Hours to 16:00 Hours up to the date of meeting. 5. Members holding shares in physical form are requested to send all share transfers, request for change of address and other correspondence to the Registrar and Transfer Agent at their address; 6. The Register of Members and the Share Transfer Register shall remain closed for a period of 30 days from the Record date for the purpose of proposed reduction of equity share capital of the Company. 7. In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members facility to exercise their right to vote at the Extra Ordinary General Meeting (EOGM) by electronic means and all the items of the business may be transacted through e-voting services provided by National Securities Depository Limited (NSDL). 8. Shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off-date i.e. December 1, 2017 may cast their vote electronically. The user id and password along with detailed instructions for e- voting through the e-voting platform provided by NSDL forming part of the Notice, is enclosed with this Notice. 9. Voting Through Electronic Means In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Company is pleased to provide to the members the facility to exercise their right to vote at the Extra Ordinary General Meeting (EOGM) by electronic means and the business mentioned in Notice relating thereto may be transacted through the E-voting services provided by National Securities Depository Limited (NSDL). It is clari ed that it is not mandatory for a member to vote using e-facility and a member may avail of said facility at his/her discretion. Cut-off date and E-voting dates: Members holding shares either in Physical or Dematerialized form as on the cut-off date of December 1, 2017 may cast their votes electronically. The E-voting period for the members who hold shares as on the cut-off date commences on December 3, 2017 from 9.00 a.m. and ends on December 7, 2017 upto 5.00 p.m. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently. The instructions for E-voting are as under: A. In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company / R & T Agent viz. Link Intime (India) Private Limited / Depository Participant(s)]: 1. Open email and open PDF le viz. SIL e-voting.pdf with your Folio no. / Client ID as password. The said PDF le contains your User ID and password/pin for remote E-voting. Please note that the Password is an initial password. 2. Open internet browser by typing the following URL viz. https://www.evoting.nsdl.com. 3. Click on Shareholder- Login 4. Insert 'USER ID' and 'Initial Password' as noted in Step 1 above and click 'Login'. 3
5. The Password Change Menu will appear on your screen. Change to a new Password of your choice making sure that, it contains a minimum of 8 digits or characters or combination of the two. Please take utmost care to keep your Password con dential. 6. You need to login again with the new credentials. Home page of E-voting will open. Click on Evoting-Active Voting Cycles. 7. Select the EVEN (Electronic Voting Event Number) of Syngenta India Limited which is provided in the Attendance Slip. 8. Now you are ready for e-voting as 'the Cast Vote' page opens. 9. On the voting page, you may cast your vote by selecting an appropriate option FOR or AGAINST and click SUBMIT. A con rmation box will be displayed. Click OK to con rm or CANCEL to modify. Once you con rm, you will not be allowed to modify your vote. Upon con rmation, the message Vote cast successfully will be displayed. 10. If you wish to log out after voting on a few resolutions and continue voting for the balance resolutions later, you may click on RESET for those resolutions for which you have not yet cast the vote. 11. Corporate/Institutional Members (i.e. members other than Individuals, HUF, NRI etc.) are required to send a scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority letter etc. together with attested specimen signature(s) of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail at devendracs@gmail.com with a copy marked to evoting@nsdl.co.in. B. For Members holding shares in Dematerialised form whose e-mail IDs are not registered with the Company/ Depository Participants, Members holding shares in Physical Form as well as those Members who have requested for a Physical copy of the Notice, the following instructions may be noted: 1. Initial password will be provided at the bottom of the Attendance slip for the EOGM: EVEN (E-Voting Event Number) USER ID PASSWORD/PIN 2. Please follow all steps from Sr. No. (2) to (11) above, to cast vote. General information/instructions for members for voting on the Resolutions: a. You can also update your mobile number and e-mail id in the User Pro le details of the folio, which may be used for sending future communication(s). b. Members who are already registered with NSDL for E-voting can use their existing User ID and password for casting their votes. c. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for members and evoting user manual for members available on the website : http://www.evoting.nsdl.com under the 'Downloads section'. You can also contact NSDL via email at evoting@nsdl.co.in or on Toll Free No. 1800-222-990. d. Members who have cast their vote by remote E-voting prior to the Meeting may also attend the Meeting, but shall not be entitled to vote again at the EOGM. e. The voting rights of the Shareholders (for voting through remote E-voting or by Ballot Paper at the Meeting) shall be in proportion to their share of the paid up Equity Share Capital of the Company as on December 1, 2017 ( cut-off date ). A person whose name is recorded in the Register of Members or in the Register of Bene cial Owners maintained by the Depositories as on the cut-off date, only shall be entitled to avail the facility of remote E-voting as well as voting at the EOGM. f. Any person who acquires shares of the Company and becomes a Member of the Company after the dispatch of the EOGM Notice and holds shares as on the cut-off date, i.e. December 1, 2017 may obtain the login Id and password by sending a request to NSDL at evoting@nsdl.co.in. However, if you are already registered with NSDL for remote E- voting, then you can use your existing User ID and password for casting your vote. If you have forgotten your password, you may reset your password by using Forgot User Details/Password option available on https://www.evoting.nsdl.com or contact NSDL on Toll Free No. 1800-222-990. g. Mr. Devendra Deshpande, proprietor of DVD & Associates, Practicing Company Secretaries, Pune (Membership No. FCS 6099 and CP No. 6515) has been appointed by the Board of Directors of the Company as Scrutinizer for scrutinizing the voting process at the Extra Ordinary General Meeting in a fair and transparent manner. 4
h. Facility of voting through Ballot Paper shall also be made available at the Meeting. Members attending the Meeting, who have not already cast their vote by remote E-voting, shall be able to exercise their right at the meeting. The Chairman shall, at the EOGM, at the end of discussion on the Resolutions on which voting is to be held, allow the voting with the assistance of Scrutinizer for all those members who are present at the EOGM but have not cast their votes by availing remote E-voting facility by use of Ballot paper. i. The Scrutinizer shall, immediately after the conclusion of voting at the EOGM, rst count the votes cast at the Meeting, thereafter unblock the votes cast through remote E-voting, in the presence of at least two (2) witnesses not in the employment of the Company. j. The Scrutinizer will collate the votes cast at the Meeting and votes downloaded from the E-voting system and make, not later than three days from the conclusion of the Meeting, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing. k. The Chairman or the person authorised by him in writing forthwith on receipt of the consolidated Scrutinizer's Report, declare the result of the voting. The Results declared, along with the Scrutinizer's Report, shall be placed on the weblink: http://www.syngenta.co.in / information-investors and on the website of NSDL https://www.evoting.nsdl.com within 3 working days of passing of the resolutions at the Extra Ordinary General Meeting of the Company on December 8, 2017. For route map to reach the venue of Extra Ordinary General Meeting, please refer to the last page. By order of the Board For Syngenta India Limited Place : Pune Date : November 1, 2017 Arundhati Kulkarni Company Secretary Registered Of ce: Amar Paradigm, 110/111/3, Baner Road, Baner, Pune 411 045 5
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 RELATING TO THE AFORESAID SPECIAL RESOLUTION Background: The proposed reduction of the equity share capital of Syngenta India Limited (the Company ) is being undertaken in accordance with the provisions of Section 66 of the Companies Act, 2013, (including any statutory modi cation(s) or reenactment thereof for the time being in force) and the rules made thereunder (the Act ) and speci cally the National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016 ( Reduction Rules ), which permit a Company to undertake a reduction of its share capital in any manner. In June 2007, the Company was delisted from BSE Ltd. under the Securities and Exchange Board of India (Delisting of Securities) Guidelines, 2003 pursuant to an exit offer given to the public shareholders of the Company by the promoters of the Company. Post delisting, Company's equity shares could not be traded on any of the stock exchanges in India. Since there is no trading platform available to the shareholders, the shares of the Company have lost marketability. In view of this, many public shareholders have expressed their desire to tender the equity shares they hold in the Company. The current issued, subscribed and paid-up equity share capital and shareholding pattern of the Company is as under: Particulars Amount in Rs. % Holding 3,17,62,672 equity shares of Rs. 5/- each, fully paid up and held by the Promoter Group Companies 15,88,13,360 96.41 11,81,036 equity shares of Rs. 5/- each, fully paid up and held by public shareholders (the Public Shareholders ) 59,05,180 3.59 TOTAL 16,47,18,540 100.00 As on October 20, 2017, out of 12373 Public Shareholders (holding, in aggregate, 3.59% of the total paid-up equity share capital of the Company), nearly 9399 Public Shareholders currently hold less than or equal to 100 equity shares and 2792 Public Shareholders currently hold more than 100 but less than or equal to 500 equity shares as enumerated in the table below: No. of shares held by No. of Public % of total number % of total value of Public Shareholders shareholders of Public Shareholders* Public Shareholding* 1-5 968 7.82 0.20 6-10 1,542 12.46 1.23 11-20 1,097 8.87 1.72 21-30 757 6.12 1.79 31-50 2,017 16.30 7.52 51-100 3,018 24.39 20.90 101-500 2,792 22.57 44.93 501-10,000 180 1.45 18.66 10,001 and above 2 0.02 3.05 Total 12,373 100 100 *representing 3.59% of the Total Share Capital Subject to the receipt of the requisite approval of the shareholders and con rmation by the Hon'ble National Company Law Tribunal ( NCLT ) and such other approvals as may be required, it is proposed to reduce the issued, subscribed and paid-up share capital of the Company from Rs. 16,47,18,540 (Rupees Sixteen Crore Forty Seven Lakh Eighteen Thousand Five Hundred and Forty) consisting of 3,29,43,708 (Three Crore Twenty Nine Lakh Forty Three Thousand Seven Hundred and Eight) equity shares of Rs. 5 (Rupees Five) each to Rs. 15,88,13,360 (Rupees Fifteen Crores Eighty Eight Lakh Thirteen Thousand Three Hundred and Sixty) consisting of 3,17,62,672 (Three Crore Seventeen Lakh Sixty Two Thousand Six Hundred and Seventy Two) equity shares of Rs. 5 (Rupees Five) each, by cancelling and extinguishing, in aggregate, 3.59% (Three point Five Nine per cent.) of the total issued, subscribed and paid-up equity share capital of the Company, comprising 11,81,036 (Eleven Lakh Eighty One Thousand and Thirty Six) equity shares of Rs. 5 (Rupees Five) each held by the Public Shareholders ( Capital Reduction ). The aforesaid Capital Reduction will also give an opportunity to the Public Shareholders of the Company to exit from the Company at a fair valuation as the equity shares held by them in the Company are otherwise not marketable or tradeable since the delisting of the shares of the Company in 2007. 6
As per Section 66 of the Act, the said resolution approving the Capital Reduction has to be passed by the members of the Company as a Special Resolution. Consideration: To maintain fairness and transparency, Company engaged Price Waterhouse & Co LLP, Chartered Accountants and Haribhakti & Co. LLP, Chartered Accountants (collectively the Independent Valuers ) to undertake a separate valuation of the equity shares of the Company and issue valuation reports, to assist the Board of Directors of the Company ( Board ) in determining the fair value of the equity shares of the Company for the purposes of the proposed Capital Reduction. The Company also engaged Avendus Capital Private Limited ( Avendus ), a SEBI registered merchant banker, to provide a fairness opinion on the valuation of the equity shares of the Company so determined by the Independent Valuers. The Audit Committee and the Board considered the valuation report issued by Price Waterhouse & Co LLP, Chartered Accountants dated October 25, 2017 and that of by Haribhakti & Co. LLP, Chartered Accountants dated October 26, 2017, (the Valuation Reports ) and the fairness opinion dated October 28, 2017 issued by Avendus (the Fairness Opinion ). The Board has undertaken detailed deliberations in relation to the valuations determined and provided in the two Valuation Reports (including on the valuation methodologies considered and other relevant aspects). After due consideration in relation to the above, the Board was of the view that the higher valuation out of the two valuations mentioned in the Valuation Reports, i.e. Rs. 2,444.70/- (Rupees Two Thousand Four Hundred Forty Four and Seventy Paisa Only) per equity share of the Company as per the Valuation Report issued by Price Waterhouse & Co LLP, Chartered Accountants represents the fair value of the equity shares of the Company. The Board considered and rounded off this value to Rs. 2,445/- (Rupees Two Thousand Four Hundred Forty Five Only). The Board noted that this fair value was also af rmed by the Fairness Opinion and was recommended by the Audit Committee as well. Therefore, the Board has proposed to reduce the equity share capital of the Company by way of cancelling and extinguishing 11,81,036 (Eleven Lakh Eight One Thousand and Thirty Six) equity shares of the Company held by the Public Shareholders by paying an amount of Rs. 2,445/- (Rupees Two Thousand Four Hundred Forty Five Only) per equity share so extinguished. Effective Date of Reduction of Equity Share Capital: After the shareholders have passed the requisite resolution in the Extra Ordinary General Meeting, the Company will le the requisite application with the NCLT in accordance with the provisions of Section 66 and other applicable provisions of the Act and the Reduction Rules, seeking con rmation of the Capital Reduction. Pursuant to section 66(5) of the Companies Act, 2013, this resolution will be effective on the date when the Registrar of Companies, Pune registers the NCLT order approving the Capital Reduction and issues a certi cate to that effect. Payment to Public Shareholders: The Company shall, upon the receipt of con rmation by NCLT to the capital reduction and upon the capital reduction becoming effective and operative, deposit the whole of the consideration of Rs. 288,76,33,020/- (Rupees Two Hundred and Eighty Eight Crores Seventy Six Lakhs Thirty Three Thousand and Twenty only) in a special bank account. Subject to the ensuing paragraphs, the monies to be paid to the Public Shareholders in lieu of the capital reduction shall be discharged by issue of cheque/draft/pay order/warrant/neft/rtgs/imps to the shareholders whose name appears as a member as on the record date (as determined by the Board) ( Record Date ), within such number of days and subject to such approvals, if any, as may be permissible under applicable law or as may be directed by the NCLT, Mumbai Bench, on the reduction becoming effective. In this regard, the shareholders of the Company are requested to provide to the Company / Registrar & Transfer Agent, their bank account details (including IFSC code) along with their addresses and self-attested proofs thereof on or before March 31, 2018 failing which the monies will be paid by the Company to the last known address/bank details of the Public Shareholders of the Company. In case of transfer requests pending as on the Record Date, the Company shall immediately after the Record Date, dispatch to such shareholders ( Transferor ) and to such person ( Transferee ) from whom the Company has received any communication with respect to pending transfer of shares, a form to be duly lled in by the Transferor and the Transferee. Upon receipt of duly lled in form, the Company shall pay the monies due to the Transferee or to the Transferor as the case may be. Pending receipt of duly lled in form the monies to be paid-out with respect to such shares shall be dealt in a manner provided for in the below paragraph. Where the monies to be paid-out have not been claimed by or paid to the Public Shareholders, on account of cheques returned and / or undelivered, cheques not deposited, consideration in respect of shares pending transfer as on the Record Date, or for any other reason, the Company shall retain such monies in the special bank account, for a period of 7 (seven) years on behalf of the Public Shareholders. The amount outstanding in the special bank account after the said period shall be utilized in a manner as may be permitted under any law then in force or shall be transferred to the Investor Education and Protection Fund as per the applicable provisions of the Act. 7
Taxation: As the proposed reduction would be considered as dividend within the provisions of Section 2(22)(d) of the Income-tax Act, 1961, the Company will become liable to pay Dividend Distribution Tax ('DDT') @ 20.358% in accordance with the provisions of Section 115-O of the Income-tax Act, 1961. The Public Shareholders should consider their own tax position and pay appropriate tax (as may be applicable) on the amount received from the Company upon reduction of equity share capital. Payment to Non-resident Public Shareholders: In order to be eligible to receive any payments in respect of the shares cancelled on reduction of equity share capital, nonresident Public Shareholders will also need to provide the Company on or before March 31, 2018, a copy of the original permission received by them from the Reserve Bank of India in relation to the acquisition of their shares (as applicable), and: a. b. If the shares held by non-resident Public Shareholders are on a non-repatriation basis, the non-resident Public Shareholder (excluding SEBI registered Foreign Institutional Investors (FIIs)) must obtain a letter from his/her/its authorised dealer/bank con rming that at the time of acquisition of such shares, payment for the same was made by the non-resident Public Shareholder from the appropriate account (e.g. NRE a/c) as speci ed by the Reserve Bank of India; or If the non-resident Public Shareholder (excluding SEBI registered FIIs) is not in a position to produce the letter referred to in paragraph (a) above, his/ her / its shares will be deemed to have been acquired on a non-repatriation basis and in this case, the non-resident shareholder must submit a consent letter addressed to the Company's Registrar and Share Transfer Agent (i.e. Link Intime India Pvt. Ltd.) or the person/s authorised by the Board to carry out various activities in relation to the proposed Capital Reduction ( Authorized Persons ), allowing such Authorized Persons to make the payment on a non-repatriation basis. If any of the documents referred to in paragraph (a) or (b) above are not provided to the Authorised Persons, on or before March 31, 2018, then such Authorised Person shall be entitled to withhold the consideration in special bank account. General: The Board of Directors of the Company at their meeting held on November 1, 2017, has approved the Capital Reduction as per the terms set out in the Resolution. Article 8 of the Articles of Association of the Company provides for the reduction of capital of the Company in any way authorized by the applicable law. It would be necessary to obtain the approval of the members of the Company in a General Meeting by passing a special resolution for the Capital Reduction under Section 66 of the Act and such reduction of equity share capital would have to be con rmed by the NCLT as provided under Section 66 of the Act and the Reduction Rules. The Capital Reduction will not cause any prejudice to the creditors of the Company. The creditors of the Company are in no way affected by the proposed Capital Reduction, as there is no reduction in the amount payable to any of the creditors. Further, the proposed Capital Reduction will not have any impact on the operations of the Company or the ability of the Company to honour its commitment or to pay its debts in the ordinary course of business. A copy of the Memorandum of Association and Articles of Association of the Company as amended from time to time, copies of Valuation Reports issued by the Independent Valuers (i.e. Price Waterhouse & Co LLP and Haribhakti & Co LLP) and Fairness Opinion issued by Avendus Capital Private Limited are available for inspection at the Registered Of ce of the Company during 10.00 hours to 16.00 hours, on any working day till the date of the meeting. The Board of Directors of the Company considers that this resolution is in the best interests of the Company, its shareholders and therefore, recommends the passing of the special resolution as set out in the Notice. None of the Directors and / or Key Managerial Personnel of the Company or their relatives are, in any way, deemed to be concerned or interested in the said resolution. By order of the Board For Syngenta India Limited Place : Pune Date : November 1, 2017 Arundhati Kulkarni Company Secretary Registered Of ce: Amar Paradigm, 110/111/3, Baner Road, Baner, Pune 411 045 8
SYNGENTA INDIA LIMITED Registered Of ce: Amar Paradigm, S.N. 110/11/3 Baner Road, Pune 411 045 Tel No. 020 30699200, Fax No. 020 30699480, website: www.syngenta.com (CIN: U24210PN2000PLC135336) PROXY FORM [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies(Management and Administration) Rules, 2014] Name of the Member(s) : Registered Address : E-mailId : Folio/ : DP ID-Client ID No. : I/We,being the member(s) of shares of the above named Company, hereby appoint: (1) Name: Address: E-mail id: Signature:,or failing him/her; (2) Name: Address: E-mail id: Signature:,or failing him/her; (3) Name: Address: E-mail id: Signature: as my/our proxy to attend and vote(on a poll) for me/us and on my/our behalf at the Extra Ordinary General Meeting of the Company, to be held on Friday, December 8, 2017 at 10.00 a.m. at Yashwantrao Chavan Academy of Development Administration (YASHADA), Rajbhavan Complex, Baner Road, Pune 411 007 and at any adjournment thereof in respect of such resolutions as are indicated below: Resolution No. Resolutions SPECIAL BUSINESS 1. To approve the reduction of share capital of the Company Af x Revenue Stamp of not less than Re. 1 Signed this day of 2017 Signature of Shareholder Af x Revenue Stamp of not less than Re. 1 Signature of Proxy holder(s) NOTE:This form of proxy in order to be effective should be duly stamped, completed, signed and deposited at the Registered Of ce of the Company, not less than 48 hours before the commencement of the Meeting. 9
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