CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF AQUALITE

INDUSTRIES PRIVATE LIMITED HELD ON........ ......DAY OF ....,2019 AT THE REGISTERED OFFICE OF THE COMPANY
SITUATED AT 65-60 MIE , BAHADURGARH JHAJJAR -124507 AT....A.M.
____________________________________________________________________________________________________________________

APPROVAL OF THE SCHEME OF THE AMALGMATION OF AQUALITE INDUSTRIES PRIVATE LIMITED WITH THE
COMPANY:

The scheme of amalgamation was approved Pursuant to the order of court before National Company Law Tribunal, Chandigarh Bench wide Case
No. NCLT/CHD/REG /2202 dated 12.07.2019. This order of amalgamation was given after looking into the feasibility of convince of combining
the business and other synergic, administrative, operational and monetary advantages derived upon combining of business. After detailed
discussion, the Board of Directors concluded that the Business of the Company can be conveniently combined to the greater advantage of the
shareholder, creditors, and other concerned persons. Thereafter following resolution was passed:

“Resolved that pursuant to the provisions of Sections 230 to 233 of the Companies Act 2013 as amended from time to time and in accordance
with the Memorandum and Articles of Association of the Company and subject to the requisite approval of the shareholders/creditors of the
Company and the sanction of National Company Tribunal Chandigarh Bench, Case No. NCLT/CHD/Reg/2202 and such other a competent
authority as may be applicable the consent of the Board of Directors be and is hereby accorded to the scheme of Amalgamation of Aerobok Shoe
Private Limited , Aqualite India Limited , Aqualite Rubber & Plastics Private Limited , Daisy Polymers private Limited , Decent Polymers Private
Limited , Jyoti Softsules Private Limited , Opal Polymers Private Limited , Rosebay Polymers Private Limited (The Transferor Company) with
Aqualite Industries Private Limited as per the terms and conditions mentioned in the Scheme of Amalgamation (the Scheme) placed before the
Board and initialled by the Chairman of the meeting for the purposes of identification and that the said scheme be and is hereby approved with
the effect from 1ST February, 2018 being appointed date.

ALTERATION IN THE OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION

“RESOLVED FURTHER THAT pursuant to the provisions of Section 13 of the Companies 2013, and other applicable provisions of the
Companies Act, 2013 and the rules framed there under (including any statutory modifications or re-enactment thereof, for the time being in force)
, subject to the approvals of shareholders in the General meeting of the company and Registrar of the Company, consent of the Board of Directors
of the Company be and is hereby accorded to amend the Memorandum of Association of the Company with the following clause.

Alteration in Clause III of the Memorandum Of Association

1)

2)

“Resolved Further that any of the directors be and is hereby authorised to sign and file all the requisite e- forms including Form MGT-14 along
with such other documents as may be required, with the Registrar of the Companies and to do all such acts ,deeds, and things as may be ancillary
or incidental thereto for giving effect to this resolution .”

ALTERATION IN THE CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION

Further Resolved that with the with the effect of amalgamation the authorised share capital of Aqualite Industries Private Limited has increased to
Rs. 30,60,00,000 (Rupees Thirty Crores Sixty Lakhs) divided into shares 3,06,00,000 each of Rs.10 per share and paid up share capital of the
Company is Rs. .....................

ALLOTMENT OF SHARES

“Further Resolved that due to effect of Amalgamation, there is change in the shareholding pattern of the transferor companies and new list of
allotment as determined on the basis of swap ratio which is calculated by the valuer and approved by the NCLT bench, Chandigarh is as below
Annexure 1
 AQUALITE INDUSTRIES PRIVATE LIMITED SHAREHOLDING AS ON
16.07.2019

EQ Shares To be
Sl. No. SHAREHOLDER'S NAME IN AIPL GROUP AIPL DAISY JYOTI DECENT RPP OPPL ASPL AIL ARPPL TOTAL
Alloted
L
1 ANIL KUMAR GUPTA AKG 3,86,060 84,700 1,97,340 56,640 1,40,889 67,977 3,69,744 57,730 - 9,75,020 13,61,080
2 ANIL KUMAR GUPTA & SONS (HUF) AKG 27,564 - - 5,600 47,424 - 62,293 - - 1,15,317 1,42,881
3 ANU GUPTA AKG 20,000 - - - 35,514 24,120 23,100 - - 82,734 1,02,734
4 ASHISH GUPTA AKG 25,550 - 20,800 16,000 47,272 46,632 86,279 30,120 - 2,47,103 2,72,653
5 AVICHAL GUPTA ACG 18,000 16,629 - 4,000 24,157 16,080 1,07,734 30,120 - 1,98,720 2,16,720
6 AVICHAL GUPTA & SONS (HUF) ACG 72,650 - 31,200 - - - 16,786 - - 47,986 1,20,636
7 AVIRAL GUPTA ARG 93,700 - - - 37,891 9,648 62,370 30,120 - 1,40,029 2,33,729
8 AVIRAL GUPTA & SONS (HUF) ARG 31,996 - 33,280 - - 7,370 15,785 - - 56,435 88,431
9 AVISHI GUPTA ACG - - - - - - 23,100 - - 23,100 23,100
10 BHAVNA GUPTA DKG 1,25,000 - - - - - - - - - 1,25,000
11 DAVINDER KUMAR GUPTA DKG 1,51,163 30,250 54,730 24,016 1,36,552 19,966 2,74,220 57,730 - 5,97,464 7,48,627
12 DAVINDER KUMAR GUPTA & SONS (HUF) DKG 94,500 - - 4,800 52,127 - 52,337 - - 1,09,264 2,03,764
13 DEVANSHU GUPTA DKG 46,350 - - - 52,786 21,440 46,200 30,120 - 1,50,546 1,96,896
14 HARI RAM GUPTA MKG - - - - - - 11,550 - - 11,550 11,550
15 KANTA GUPTA ARG - - - - - - 11,550 - - 11,550 11,550
16 MADHU GUPTA DKG 2,13,685 54,450 31,200 20,800 75,841 84,956 1,97,397 - - 4,64,644 6,78,329
17 MANIKA GUPTA DKG - - - - 2,945 - 23,100 - - 26,045 26,045
18 MUKESH GUPTA MKG 1,26,640 24,200 - 2,560 77,124 16,080 67,144 15,060 - 2,02,168 3,28,808
19 MUKESH GUPTA & SONS (HUF) MKG 69,500 - 31,200 - - - 15,939 - - 47,139 1,16,639
20 NEELAM GUPTA ACG 12,100 - - - 5,475 - 55,286 - - 60,761 72,861
21 POORNIMA GUPTA AKG - - - - 38,906 - 44,275 - - 83,181 83,181
22 RUCHI GUPTA MKG 2,08,780 - - - - 6,700 14,399 - - 21,099 2,29,879
23 SAROJ GUPTA ARG 71,100 30,250 - 2,016 37,891 35,644 1,04,335 - - 2,10,136 2,81,236
24 LIGHTHOUSE INDIA III HOLDINGS, LIMITED 6,71,954 - - 6,71,954
25 LIGHTHOUSE INDIA III EMPLOYEE 8,898 - - - - - - - - - 8,898
TOTAL 24,75,190 2,40,479 3,99,750 1,36,432 8,12,794 3,56,613 16,84,923 2,51,000 - 38,81,991 63,57,181