ASHOK LEYLAND LIMITED

e) Further, in compliance with the SEBI Circular, the Public Shareholders of the Applicant Company are
also entitled to Postal Ballot including e-voting for the approval sought to the proposed Scheme of
Amalgamation. In terms of the SEBI Circular, the Scheme of Amalgamation is deemed to have been
approved through Postal Ballot and e-voting if a simple majority of the Public Shareholders approve the
Scheme through Postal Ballot and e-voting.
11. GENERAL
a) In relation to the Court Convened Meeting, the Equity Shareholders of the Applicant Company whose
names appear in the records of the Company as on Friday, December 16, 2016, shall be eligible to attend
and vote at the Court Convened Meeting of the Equity Shareholders of the Applicant Company or cast their
votes using remote e-voting facility.
b) In relation to the Postal Ballot voting (including e-voting thereunder) the Equity Shareholders whose names
are appearing in the records of the Company as on Friday, December 16, 2016, shall be eligible to vote at
the postal ballot or cast their votes using e-voting facility.
c) Except for the extent of the shares held by the Directors and KMP stated in paragraph 9 above, none of
the Directors or KMP of the Applicant Company is in any way connected or interested in the aforesaid
resolution.
d) No investigation proceedings have been instituted and/or pending against the Transferee Company under
the provisions of the Companies Act, 1956 and the provisions of the Companies Act, 2013.
e) This statement may be treated as an Explanatory Statement under Section 393 of the Companies Act, 1956
and Section 102 of the Companies Act, 2013.
f) The following documents will be open for inspection by the Equity Shareholders of the Transferee
Company up to one day prior to the date of the Meeting at its Registered Office between 11 am to 5 pm on
all working days:
(i) Copy of the Order dated December 12, 2016 passed by the Hon’ble High Court of Judicature at
Madras in the Summons for Direction No. 1151 of 2016 directing the convening of the meeting of
the Equity Shareholders of the Transferee Company.
(ii) Copy of Memorandum and Articles of Association of the Transferee Company and the Transferor
Company.
(iii) Annual Reports of the Applicant Company and the Transferor Company for the last three financial
years ended March 31, 2016, March 31, 2015 and March 31, 2014.
(iv) Unaudited financial statements of the Applicant Company and the Transferor Company for the half
year ended September 30, 2016.
(v) Copy of the Observation Letter dated November 7, 2016 received from BSE conveying no objection
for filing the Scheme with the Hon’ble High Court of Judicature at Madras.
(vi) Copy of the Observation Letter dated November 9, 2016 received from NSE conveying no objection
for filing the Scheme with the Hon’ble High Court of Judicature at Madras.
(vii) Copy of the Register of Director’s Shareholding of the Applicant Company.
(viii) Copy of the Audit Committee Report dated September 14, 2016.
(ix) Copy of the Valuation Report of Haribhakti & Co. LLP., Chartered Accountants, dated September 14,
2016.
(x) Copy of the Fairness Opinion of SBI Capital Markets Limited, acting as the Independent Merchant
Banker, dated September 14, 2016.
g) A Copy of the Scheme, Explanatory Statement, Form of Proxy, Attendance Slip and Postal Ballot Form may
be obtained by the Equity Shareholders of the Transferee Company free of charge from the Registered
Office of the Transferee Company between 11 am to 5 pm on all working days.
Sd/-
Justice K Venkataraman
Former Judge, High Court of Madras
Chairperson appointed for the meeting
Dated : December 21, 2016
Place : Chennai
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