f
4-
f
f
t
t
t
I
C
'r--
INFORMATION MEMORANDUM
OF
SHALINI HOLDINGS LIMITED
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
INFORMA1'ION MEMORANDUM Dated: 31.07.2015
SHALINI HOLDINGS LIMITED Shalini Holdings Limited was incorporated on May 25, 1985 under the Companies Act. 1956 as a Public Limited Company,
under the Registrar of Companies - Delhi & Haryana. The company got its Certificate 1r Commencement of Business on
June 1 8 198. Thc Corporate Identification Number (CIN) ofthe Company is L65929D1J 9SSPI £021037. For other details
ofour company. sec the section GcneraI Information". Rcíistered and CorporateOfflee: 2127-28. Block- K, Cali No.- 58. Naiwala, Gurdwara Road. 3rd Floor.
Karol Bagh. New DelhI - I 10005 Contact Person: Ms. Pooja Mittal
Telephone: 01 I-45769176 - F: tuait ID:shaliiìihoIdingsCgmaiLcom
Website: www.shaliniholdings.in _________
INFORMATION MEMORANDUM FOR LISTING OF 12,748,000 EQUITY SHARES
OF RS.1O/-EACH FULLY PAID UP
- nvestmentin equity and equity-relaied securities involve a degree of risk and investors should noi invest ill the equity shares
of Shalini Holdings Limited unless they can afford to take the risk ot'losing their investment. Investors are advised to read the
- Rik Factors carefully before taking an investment decision in the shares of Shalini Holdings Limited. For taking an
investment decision. investors must rely on their own examination ofthe Company including the risks involved.
Shalini Holdings. Limited having made all reasonable inquiries, accepts responsibilities for, and confirms that this Information
Memorandum contains all information with regard to Shalini Holdings Limited. which are material, and that the information
contained ¡n this Information Memorandum are true and correct in all material aspects and are not misleading in any - material respect. that the opiiions and intentions expressed herein are honestly held and that there are no other facts. the
omission ofwhich makes this Information Memorandum as a whole or any olsucli information or the expression ofany such
opinions or intentions misleading in any material respect.
- The Equity Shares of Shalini Holdings Limited which is listed on the DeihiStock Exchange Limited which has been
- derecognized by SEBI VIDE CIRCULAR NO.WTMIPS/45/MRD/DSAINOV/20l4 dated 19th November, 2014. the company
is listed in Ahmedabad Stock Fxchange Ltd. and are proposed to be listed and traded on Bombay Stock Exchange Limited.
13 1 ( SI I ARE SERViCES PRIVATF LIMITED I1cR1 0111cc : E-2 & 3. Ansa Industrial Estate, Saki-Vihar Road. Sakinaka, Andhcri(F), Munibai - 400 072
Delhi Branch Office : 4E./8. First Floor, ihandewalan Extension. New Delhi-I 10055
Contact I&i-ou : Mr. Prem Kumar Tel. No. : i) i 1-23522373 Fa No.: 011-23522373 Eniail id:
Contact Person: Mr. Vishnu Agarwal G R)( GRETEX CORPORATE SERVICES PRIVATE LIMITED 19-B. B. B. Ganguly Street. 2" Floor. Kolkata- 700012 PhoneNo.: i-91 9836821999 l'de-Fax: 033-22369295 v bsite: www.gretexgroup.com
Disclaimer: 'This Information Memorandum is not a prospectus, abridged prospectus neither an offer document
imr its intention is to solicit any subscription or investment in the Company. This ¡s only for general information of
tite readers. Gretex Corporate Services Private Lmited ("Gretex") has collected and compiled information from the
Company's Management and lias not performed any diligence. Gretex d t take any responsibility for the
correctness of the statements made or opinions expressed or any other,, ent;oiied iii this Information
Memorandum," If.' 1I-: -i -' -
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
¡
L DEFINITIONS AND ABBREVIATIONS 3-5
II. GENERAL 6-7
Presentation Of Financial, Industry And Market Data 6
Forward Looking Statements 7
ifi. RJSKFACTORS AND MANAGEMENT PERCEPTIONS THEREOF 8-9
Iv. 1NUSTRY OVERVIEW 10-11
V. OUR BUSINESS 12-13
VI. INTRODUCTION 14-40
Summary ofFinancial information 14-16
General Information I 7
Capital Structure I 8-40
VIL OTHER REGULATORY & STATUTORY DISCLOSURES 41-44
vili. ABOUT THE COMPANY 45-56
Our Histoiy and certain Corporate Matters 45-47
4g-52 Our Management
Our Promoters 53-56
Related Party Transactions 56
lx. FINANCIAL INFORMATION 57-73
FinanciaiStaieinents 57
--s:- 5ÜÏSTANDING LTIGATIONS 74-76
XI. LICENSE & GOVERNMENT APPROVALS 77
XII. PURPOSE OF LISTING 78-79
XIII. OTHER INFORMATION 80-81
Material Contracts And Documents For Inspection 80
Declaration 81
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
- DEFINITIONS
- This Information Memorandum uses certain definitions and abbreviations, which unless the context indicates or implies otherwise, have the meanings as provided below. Reference to any legislation/s. act/s or regulation/s shall be to such tegislationìs, actes or regulation/s. as amended from time to time.
Company Relatcd terms
"The Company' or "Shalini" or "Shalini
PJ'ru1fl[$x Shalini Holdings Limited having its Registered Office at 2127-
Holdings" or "SHL" or 'we" 28, Block- K, Gall No.- 58, Naiwala, (Jurdwara Road, 3rd Floor, Or "us" or "our" Karol Bagh, New Delhi - I 0005
AOA/Articles/A.rticles of Association Article of Association ofthe Company, as amended from time to time, unless the context othervise specifies.
Auditorsl Statutory Auditors The Statutory Auditors of the Company. MIS. A A S G & Co. (FRN - 5 1 8399), Chartered Accountants.
ASEL Ahmedabad Stock Exchange Limited Banker(s) to the Company The Bankers of the Company, SBBJ Bank
Board of Directors/Board/Directors The Board of Directors of the Company or a committee Constituted thcreof unless the context otherwise specifies.
iE/ Bombay Stock Exchange Limited BSE Limited.
Company Secretary/Compliance Officer Ms. Pooja Mittal
Director(s) The Director(s) ofthe Company, unless otherwise specified. DSE Delhi Stock Exchange Linited Equity Shares Equity shares of the Company of face value of Rs. I O each fully
paid up, unless otherwise specified in the context thereof.
This document as filed with the Stock Exchange is known as Information Memorandum and referred to as the Information Memorandum. The officers vested with executive powers and the officers at the
___________________________ - __________ Key Managerial Personnel
level immediately below the board of directors of the issuer and include any other person whom the issuer may declare as key management personnel, in temis of Regulation 2( l)(s) of the SERI ICDR Regtions. The Memorandum of Association of Shalini Holdings Limited
_______ - _____ Memorandum' MCflOIUdUm of AsociatìoniMOA Promoters Includes SUCh persons and entities constituting our promoters in
________________________________________ terms of Regulation 2 ( I )(za) ofthe SEBI ICDR Regulations. Promoter Group Includes such persons and entities constituting our promoter
group in terms of Regulation 2 (1 )(zb) of' the SEBI ICDR Regulations.
_____________________________________________
Registered Office The Registered office of the Company at 2 27-28. Block- K, Gall No.- 58. Naiwala, Gurdwara Road. 3rd Floor, Karol Bagh, New Delhi - 1 10005 _________________________________
Registrar! Registrar &Share Transkr Agent/RTA
The Registrar & Share T gent of the Company. Bigshare Services Private
,dtIii..:i/L
cNø/kR\ PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
I
I isti n I&cIa (('(1 I u rius
Allotment
Allottees
Banker(s) to the Company
Equity Listing Agreements
Equity Shareholder(s)
Registrar & Share Transfer Agent
ABBREVIATIONS
The allotment ofEquity Shares pursuant to earlier issues.
Persons to whom Equity Shares of our Company were issued
pursuant to earlier issues.
SBBJ Bank
l'he listing agreements entered into hctveen our Coiìipaiìy and the
Stock Exchanges.
Holder(s) of Equity Shares of our Company as on the date of filling this Information Memorandum.
[igshare Services Private Limited
_I_1
'Rs. or Rupees or 1NR ' ifidian Rupee
Actor Companies Act The Companies Act, I 956. and The Companies Act, 2013, as
amended from time to time.
AGM Annual General Meeting.
AS Accounting Standards issued by the Institute of Chartered Accountants of India.
RSE Bombay Stock Exchange Limited
AY Assessment Year.
81FR Board for Industrial and Financial Reconstruction.
CG Central Government.
CIN Corporate Identification Number
CDSL Central Depository Services (India) Limited
Central Government The Central Government of India
Companies Act Companies Act . I 956 and Companies Act . 20 I 3
Depositories NSDL and CDSL
Depositories Act A depository registered with the SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996
DIN
DP/ID
Directors Identileation Number
[)epository Participant Identity
DP/ Depository Participant A depository participant as defined under the Depositories Act, 1996
DSE Delhi Stock Exchange Limited
EB1TDA Earnings Before Interest, Tax, Depreciation and Amortization
13GM Extraordinary General Meeting
EPS Earnings Per Equity Share IN ii- Empbyees' Stock Option Scheme PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
s
Financial year/fiscaUFY Period of twelve months ended March 3 1 of that particular year, unless otherwise stated
Foreign Direct Investment FDI
GDP Gross Domestic Product
Hindu Undivided Family ______
TheIncotne-taxAct,I96ias a mended from time to time.
except as stated otherwise
HUF
IT Act
Indian GAAP
__ Generally Accepted Accounting Principles in India IPO
____________________________ Initial Public Offer ISo International Organitation for Standardization 1SIN International Securities Identification Number NA Not Applicable NAV Net Asset Value being paid up equity share capital plus free
reserves (excluding reserves created out of revaluation) less deferred expenditure not written off (including miscellaneous expenses not written off) and debit balance of Profit and Loss account, divided by number of issued Equity Shares
NSDL National_SecuritiesDepository_Limited per annum p.a.
PIE Ratio Price/Earnings Ratio PAN Permanent Account Number allotted under the Income Tax
Act1196l
PAT Profit aller tax PBT Profit before tax RB! Reserve Bank of India RB.I Act The ReserveBank ofindia Act. l934as amended ROC Registrar of Companies, Delhi & Haryana RSE Regional Stock Exchange SCORES SEBI Complaints Redress System SEW The Securities and Exchange Board of India constituted
under the SFIBI Act, i 992, as amended from time to time
SEBI Act Securities and Exchange Board oflndia Act 1992, as amended from time tO time
SWOT Strength, Weakness, Opportunities and Threats of ih
Compan' State Government _____________________________________________
The government ofa state oftlic Union of India Takeover Regulations Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations. 201 1, as amended
___________________ _______ Unique Identification Number
_____________________________________ ULN
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
PRESENTATION OF FINANCIALLNDUSTRY &NI) MARKET DATA
-, Certain Conventions
- Unless otherwise specified or the context otherwise requires, all references to "India" in this Information
Memorandum are to the Republic of india, together with its territories and possessions. Unless the context - otherwise requires, all references o the "Company". "wet1, "us" and "our" refers to Shalini Holdings Limited.
- Financial Data
Unless indicated otherwise, the financial data in this Information Memoianduni is derived from the financial
prepared in accordance with the (ìcncrnlly Accepted Accounting Principles in haha ('lndian
GAAP") and the Companies Act. 1956, as amended ("Companies Act") included elsewhere in ilìi
Information Memorandum.
- The financial year commences on April Pand ends on 3l March, so all reíèrcnccs to a particular Imane ¡al
year are to the twelve-month period ended 3l'' March of that year. hie Company 1)uhlislles its financial -
statements in Indian Rupees. In this Information Memorandum, any discrepancies in any table between the
- total and the sums ofthe amounts listed are due to rounding off.
- Currency of Presentation
- All references to "Rupees" or INR" are to ludian Rupees. the official currency ofthe Republic of India.
Industry and Market Data
- Unless stated otherwise, industry data and the market data used throughout this Information Memorandum
- have been obtained from industry publications. websites and other authenticated published data. Industry
publications generally state that the information contained in those publications has been obtained from
- sources believed to be reliable but that their accuracy and completeness are not guaranteed and their
reliability cannot be assured. Although. the Company believes that industry data used in this Information - Memorandum is reliable, it has not been independently verified. Similarly, internal company reports, while
- believed by us to be reliable, have not been verified by ally independent sources.
- The extent to which the market and industry data used in luis Information Memorandum i nlcanillgful
depends on the readers familiarity with the understanding ofilie methodologies used in compiling stich data. - There are no standard valuation niethodologies or accounting policies in the said industry in India and
methodologies and assumptions may vary widely among different industly sources.
r3:
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
FORWA RI) LO()KIISG STATFM FINTS
This nforrnation Memorandum contains certain words or phrases. including, "wiII, "aim". 'wiII likely result", beIieve". 'expect". bwiIl continue". 'anticipate". estimate", 'Intend", "plan", "contemplate". "seek to", "future", "would", "objective". "goal". project", "shoiid". 'will pursue"
- and similar expressions or variations of such expressions, that are forward-looking statements. All
- forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially fi-orn those contemplated by the relevant forward-looking
- statement.
AH forward looking statements are subject to risks. uncertainties and assumptions that could cause actual results Lo differ materially from those contemplated by the relevant forward looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others: -
. General economic and business conditions iii India and other countries. -
Our ability to successfully implement our strategy, our growth and expansion, our exposure - to maiket risks that have an impact on our business activities or investments.
. i'he changes in monetary and fiscal policies of India, inflation, det1ation unanticipated -
turbulence in interest rates. foreign exchange rates, equity prices or other rates or prices. - s The performance of the financial markets in india and globally, changes in domestic and
foreign laws, regulations and taxes and changes in competition in our industry. -
e Changcs in the value of the Rupee and other currencies. -- . The occurrence of natural disasters or calamities.
. Change in political and social conditions in India.
. The Loss or shutdown ofoperations ofthe Company at aiì tiiìc duc to stk.
. The Loss ofour key employees and Staff. a Our ability to respond to technological changes.
Material Contract
The Company has not entered into any material contract or agreement other than those entered into the ordinary course of business.
Absolute Resxnisibility of Shalini Iloldings Liiuiwd
Slialini 1-loldings Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all inftrmation with regard to the Company, which is material. that the information contained in the Information Memorandum ¡s true and correct in all material aspects and is not misleading in any material respect. that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a vholc or any of such information or the expression of any such opinions are intentions misleadint. in any material respect.
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
SECTION III - RISK FACTORS AND MANACEMEN'I PFACEPTLONS TJkJÖF
- An investment in Equity Shares involves a high degree of risk. One should carefully consider aU the
¡'iformation ¡n this Information Memorandum, including the risks and uncertainties described bclow, before - making an investment in our Equity Shares. To obtain a complete understanding, this section should be read
in conjunction with the section 'Our Business" as well as the other financial and statistical information -
contained in this Information Memorandum. The risks and uncertainties described ¡n this section are not the
- ank risks and uncertainties we currently face. Additional risks and uncertainties not known to us or the ones
which we currently deem immaterial may also have an adverse effect on our business. financial condition and
- testdts ofoperations. For taking an investment decision. investors must rely on their own exanhlmition of the
Company including the risks involved therein.
Unless otherwise stated, t1c flnancial data used in this section has been derived from our Company's audited financial statements for the financial years ended on March 3 1 . 2015.
- lnternil RkL Faetor
- i. Coinpan' success sig,iiJicanlly depei:ds on its !:w:ageInent (1,1(1 operaiioi:al learns am! other skilled
professio,nitc. JIlt/ails' to retain, ,:otivale afl(Uo, ui/rad stiel; personnel, its business may be unable lo - grow (117(1 ¡t.c re't'nzie.s C()Ul(l decline, which nu:i' decrease the value ofour Equity Shares
Company is dependent on the senior members of its management and operational team kw its continued
success and growth. its success depends on its ability to attract. train. motivate and retain liihly skilled
professionals. II it cannot hire and retain the qualified personnel, its ability to continuc to expand may be
impaired and its revenues could (lee hue.
2. Ve 1U(Ij' reqiire (I(l(lilio!z(II/l!uts to .satif' our (YI/)it(II iteeils, itliieIi ???(!' 1101 tibIe lo ¡roe,ire
We may need to raise additional capital from time to time, which we may not able to procure. The Company -
may not be able to raise adequate funds on attractive terms and conditions which could have an adverse
- .
effect on our results of operations.
- 3. A vai/abiliti' (1f Fi,,a,we
- Availability of credit or finance is a inor factor which can have a direct impact on the performance of our company. Tightening ofcredit norms by the Financer can have an adverse effect on the sale performance of our company.
4. !f"L'Jact' i!l1e1ls(' U)ÍFZJU'li(iOIl ¡H our busine.s.ses, ,,'/,ic/, naiv Ii,iill oiu 'roRIII (II1LI/ù(IIFL' pr(;sJ)ec1s
Our Company faces significant competition in the businesses that we are involved in. In particular, we - compete with other finance companies, both in India and abroad; and public and private sector commercial
banks operating in the markets in which we are present. In recent years, large international banks have also
entered these markets. For further details. please sec the paragraph titled "Competition", as contained in the chapter titled "Business Overview", we compete on the basis of a number of factors, including execution, depth of product and service offerings, innovation, reputation and price. Our competitors may have
- advantages over US, including, but not limited to:
- I . Substantially greater financial resources; 2. Longer operating histoiy than ¡n certain ofour businesses;
- 3. Greater brand recognition among consumers; 4. Larger customer hases in and outside India; or
-.. More diversified operations which allow profits from certain operations tq pOrt otileN WillI lower
- profitability. PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
External Risk Factors
I. Tax rafes applicable lo Our Company may increase and may have w: adverse impact on our business
Any ¡ucrease in the tax rates may have an adverse impact on our business and results of operations and we can provide no assurance as to the extent ofthe impact ofsuch changes.
2. We are .siIb/L'et lo fluieti«itioits in iiiIere.st rates aiul otIu.'r I?IarIe( risAs, which iiia ,,,atcru,IIv ai:d adverse/ (lj/e('l OlIrfiFl(Ifl( ial coIldiU(nI ai,1 rtuIis of o/uJruhion.s
Our business substantially depends on interest income from operations. Market risk rekrs to the probability of variations in our interest income or in the market value of our assets and liabilities due to interest rate volatility. Changes in interest rates affect our interest income and the volume of loans we issue. Increases in short-term interest rates could increase our cost of borrowing and adversely affect our profitability. When interest rates rise, we must pay higher interest on our borrowings while interest earned on our assets does not rise as quickly because our loans aie issued at fixed interest rates. Interest rate increases could result in adverse changes ¡n our interest income. reducing our growth rate and the value ofour financial assLs.
The market value of a security with a fixed interest rate generally decreases when the prevailing interest rates rise, 'hic) may hac an adverse effect on our earnings and financial condition. lii addition, we may incur costs (which, in turn, vill impact our results) as we implement strategies to reduce future interest rate exposure. The market value of an obligation with a floating interest rate can be adversely affected when interest rates increase. Increases in intei-est rates may reduce gains or require us to record losses on sales of Qur loans and, as a result. adversely affect our financial condition.
3. Changes ¡n Got'ernrnenl Policy
Change ¡n Government Policy, change in interest rates, revision otduty structure, change in tax law. change - in environmental regulation etc. may have an adverse impact on the prolitability of textile business. Due to competitive nature ofihe irtarket. the cost increase due to these changes may be passed on io the customers.
4. LegaI (117(1 ('oizjiliuiice RisA
- We are subject to extensive regulation by SEBI, Stock Exchanges and other Market regulator in India. New
- law/rules and any changes in any law or applìcation of any current law/rule could affect the trianner of (peration and profitability.
5. Terrorist altack and other act of violence
reorist attack or other act of violence of war, including those involving India, United States, United Kingdom or other countries may adversely affect the Indian and worldwide financial market. These acts may result in loss of business confidence and have other business consequences that could adversely affect our business. result of operation and financial condition. Increased volatility in the financial market can have adverse effect on the economies of India and other countries including economic recession.
O. lflcr this fi.sfi,ig, tilt' pria' of i/u' 'quitv ( oi,z/)anv 's equi!)' shares ,iav be volatile, or an adilve trading IuIr/1c'1for !I1(' (iizpa;ii' '.s '(!1iid sfzarc !1l(1F /7(,j (leve/op
I'here is no trading of the shares of the company and there can be no assurance that an active trading market kw equity share will develop or sustained after listing. The Company's share price could be volatile.
1Ñ ioI \- PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
-
:SEC.fl Iv - INDUSTRY OVERVIEW i
This is only a summary and does noi contaiii ail information thai one should consider before investing in the
Equity Shares offered by the Company. Investors should read 1/lis entire Information Memorandum, including
the injèrniation on the section tilled "Risk Factors ' ofihis Inforniation Memorandum and the seclion tilled
"Financial ?fonio" and related noies of this Information Afe,norandwn before taking any decision io
invesi in the Equiiy Shares offered by the Company.
indian Fconomy
Overview
India's economy is expected to grow at around 5.5 per cent in hc fiscal year to March 2015. II' the tòrecast
materialises, it would mark an improvement from two successive years of below 5 per cent growth. The
Mid-Year economic review projected that 7-8 per cent economic growth was "within reacht' in the coming
years and said inflation has fallen dramatically and that declining oil prices will help n containing CAD at
around 2 per cent of GDP.
The 'Mid-Year Economic Analysis 2014-15' tabled in Parliament also assumed that the Reserve Bank would
maintain status-quo in the interest rate till March 201 5 and a stable outlook for rupee. Industry has been
demanding cut in interest rate amid slowing industrial production.
"Investment is yet to pick LL significantly. But on the upside inflation has come down dramatically...The
year (2014-15) could end with growth around 5.5 per cents" it said.
Ihe (iì[)P gl)wtl1 vas sub-five per cent in the past to financial years.
The review, however painted a rosy growth Irospect in the medium term saying "the trend rate ofgrowth of
about 7-8 per cent should be within reach. With basic 'public good' provision and investment tapping into
cheap labour, India can easily get closer to its growth frontier laying a strong foundation for the long-run".
The review expects the retail inflation (CPI) to be in the range of 5.1-5.8 per cent in the next five quarters.
Referring to fiscal challenges, the review said "the tax base was weaker than expected thanks to
unanticipated moderation in inflation" and the revenue projections were "over-optimistic". "The budget was
unduly burdened by a legacy ofcarried over expenditure," it added.
()nkk 1t1(I IisIs
A decisive election mandate has provided the new government the ability to address the current issues libre
effectively. GDP growth in 2014-15 most certainly has an upside from where we stand today. According to
CRISII. Research, GDP growth can rise to 5.5% this fiscal, as a result of industrial pick-up due to higher
exports and domestic investment. The IMF estimates global output to rise to 3.Ó°/o ill 2014 and 3.9% in 2015
from 3% in 2013. and this will aid India's export growth.
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
Ludian CJDP growth-past trend and outlook
In liidia. a pick-up in growth will be aided by industrial pick-up due to higher cxports and domestic
investment. Several small steps announced by the government to improve the ease of doing business, are
lifing investor sentiment - results of business confidence surveys are proof of that. Speedier
implementation of stalled projects and gradual easing of mining bans will help further. We also expect
some rebound in services growth, especially in sectors such as trade, transport and banking in 2014-15, led
by a rise in exports (in huTES) as well as a positive rub off from industrial output growth. Easing inflation will also aid a recovery. Overall in the hase case, we expect GDP growth to improve to 5.5% in
5. While agricuhural output growth at 1% will play spoilsport, industry will revive and expand by
- 3.6%. We expect the services sector to grow by 7.3% in 201'l- IS.
The upside to this growth forecast is limited. This is because, even with an improvement in private sector investments due to the recent policy momentum, the benefits will take time to take full effect because of
- the long gestation periods involved and a sharp narrowing of project pipelines. In addition, the financial
sector is not in a position to aggressively bankroll growth unless significant cleansing of their balance --
sheets (especially' infrastructure loans) is undertaken.
On the downside. risks to our forecast include weak monsoons, a failure to debottleneck the economy - (clearing stalled projects and boosting mining) and a slippage in global economic growth. A sub-normal
monsoon is a highly probable risk given the rainfall deficiency of I 8% so far. which will affect agriculture -
GDP growth and stoke inflation.
--
Consumer Price index (CPi) inflation has remained above 9% for the last two fiscals. standing at I 0.2% io2012-13 and 9.5% in 2013-14. This has been driven by higher food inflation. Wholesale price index
(WPI) also represents a similar trend. WPI inflation averaged at 7.4% in 2012-13 and 6% in 2013-14. In a -'- base case scenario, assuming a normal monsoon, WPI inflation ¡s expected to ease to 5% in 2014-15.
- Healthy reservoir levels, owing to good monsoons last year will help agriculture production and hence food
inflation. Moreover, a strong base effect, lagged impact of monetary policy rate hikes and fragile demand
- will all pull down inflation in 2014-15 as compared to previous readings. We expect CPi inflation at 8% average for 20 14-15.
\ .c-,,
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
L - sECi'ION V - OUR BUSINESS
"Shalini Holdings Limited" was incorporated on May 25, 1 985 under the Companies Act 1956 as a Public
Limited Company, from the Registrar of Companies - Delhi & Haryana. The company got its Certificate
of Commencement on June 18. 1985.The Corporate Identification Number (CIN) of the Company is
- L65929DL1985PLCO21037.We are headquartered at 2127-28, Block- K, Gali No.- 58, Naiwala, Ourdwara
Road, 3rd Floor, Karol Bagh. New Delhi - i 10005.
Our Company is listed on Delhi Stock Exchange Limited (DSE) and Ahmedabad Stock Exchange Limited
(ASEL).lts objective is to provide our clients a wide spectrum of products and services and it is a key
player for providing opporiunities in sectors where it operates. The foremost object of our company is to
meet the expectation ofour investors by providing them the timely services.
Slialini Holdings Limited is merely engaged iii the business of sale and purchase of textiles and clothing
materials. The investors of the company are well pleased with the services of the company and expecting
more diversification and resourceful services in the near future.
- OUR COM1'ETITIVE STREN(;TFl
-. . A(IaflCetl technology systems an(l estLl)lishc(l l)EOCCSSCS
Our Company has put in place well defined and efficient process that enables us to achieve unilòrmity
in our operations across all our branches. Our processes are developed at the corporate office level by
professionals who have extensive experience in the areas of banking and financial services with
supervision from our management. Well defined processes and an efficient technology platform.
enables us to keep a better check over our entire branch netork and helps us in detecting
shortcomings.
We believe that our advanced technology systems and established processes cimble us to respond to
market opportunities and challenges swiftly, improve the quality of service to our customers and
i inprove our risk management capabilities.
e Experienced management team and skilled personnel
- Our Company has a team of able and experienced professionals with ability to actively manage
funding operations. This coupled with proven promoter track record allows the Company to rapidly
grow its client portfolìo and business.
I K nuwle(lge of Multiple Financing Options
The knowledge and an independent view on the array of financing options available, provide us an
important competitive advantage. We assist our clients throughout the exercise by being there at every
stage, identify the pioblcms and recommend & implement solutions that deliver measurable results.
. I ong-tenu rehìtionshi1)s:
To realize the potential in most companies, a long-terni perspective is necessary, especially when the
ambition is to achieve sustainable growth. We work on the basis of creating long-term relationships
with our clients and our (cani work closely with them to understand tlie and long-term goals. We help oui clients in ihLir entire giowth trajectory PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
-
s I nvcstmcnt FOCUS -
We have a proven track record of identifying and making good investments. The investment process - is highly flexibk. We are able to take a case from initial discussions to invested funds in a very short
time. We are able to react to an opportunity when it is presented. Our Company also receives - investment ideas from our network. from different intermediaries in various markets and directly
- from target companies.
- 0E: R B1IS1NISS STR ATE(;Y
I Increase the number of Cliciit Relationships:
We are focused on increasing the number of client relationships and having more inimber of -
relationship managers to service these relationships. Our strategy is to increase the number of client
- relationships and then leverage those client relationships into offering ¡n a whole suite of financial
products. During downturn of the markets we believe that increased number of client relationships will add stability to our earnings. As a part ofthis we also plan to strengthen our sales team to bring in
new client relationships to leverage our existing group offerings.
- V' Offer Diversified Financial Products & Services:
- Our Company offers to our clients a wide range of financial services and products allowing the clients
to leverage their relationship with us and get products suiting their varied needs. This strategy allows -
us to gain "share of wallet" of the clients' consumption of fliiancial services. We offer to the client a comprehensive product offering and are able to increase our revenues per client by selling different
products to the same client.
b" Active Itivesitnent:
lt is our belief that an active management role is a more effective route to reducing risk than
diversifying investment over a range ofdifferent projects. We plan to make relatively small number of investments on their own specific merits, rather than hold a larger number of stakes as part of a
portfolio diversification strategy.
V, [ titules SL lnfrìstrtic(ti re Ftcililies
We require computers and laptops for our data ptepìratin work. Our registered office is equipped ith latest computer systems, relevant sofìwar&s, uninterrupted power supply, internet connectivity,
security and other facilities, which are required for our business operations to function smoothly.
( Risk Nianagenient & Categorization Policy
In order to address the risks that are inhereni to our business we have developvd a risk management
architecture that includes a internal audit department, vigilance department and a risk management
department. Our Risk Management Department, which is led by one of our l)irectors oversees our risk management policies, which help us to identify measure, monitor and mitigate the various risks
that we face in our businesses. - t,: '
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
i
I- [i&'I t Wts)flhf1
su MMARY OF FI NANCIAL INFORMATION
The following table provides a summary of financial information derived from the financial
statements as ofand for the financial years ended on 3l March, 2Ol5 2014, 2013, 2012 and 2011. These
financial statements have been prepared in accordance with the Indian GAAP and the Companies Act, 1956.
The summary of financial information presented below should be read in conjunction with the financial
statements, the notes and annexure thereto provided with this information memorandum.
STA TEMENT OFAS'SETS ,IND LIABILITiES (Fie. Rs.)
-- -
. _ Share Capital
-
[l1;b
127,480,000 '
4J1!
127,480,000 '
111K 111)
127,480,000 127,480,000
DII
127,480,000
Reserve & Surplus 1,1 l7.21754I 1,1 16,527.100 1,1 15S13,562 1,1 16.305,529.20 1,116,290,236.64
Total Shareholders fund 1,244,691,541 1,244,007,100 l,243,293,62 1,243,785,529.20 1,243,770,236.64
Current Liabilities
Short-terni Provisions 191.674 I1S.965 - 6,840 -
Other Curreni Liabilities 6.742 4.494 4.494 132.81 I 145,316
Total Current Liabilities 198,416 140,459 4,494 139,651 145,316
AND 1,244,895,957 1 244,! 47359 i 243,298,056 1,243,925, I 80.20 1,243,915,552.64
Non-current assets
Non-Current Investment I ,23&982,000 I ,238.9g2.000 I .238.982.000 1 .237,572,500 1,074,724.772.75
Long-term Loans and Advances 2,704, I 74 2,827.965 2,692,000 3.704,000 I 50,840,428
Other Non Current Assets 453,158 - - 39,100 78,200
Total Non-current assets 1,242,139,332 1,241,809,965 1,241,674,000 1,241,315,600 1,225,643,400.75
Current Assets
Share applications Money Paid - - - - -
Trade Rcceivahles - - - - 2,420,814.25
StockinTrade 438,104 810450 - - -
Cash & Cash Equivalents 2.3 I 8,52 I I .073,986 1 . I 70,898 2, I 43.268.20 12,885,025.64
Short-term Loans & Advances - 453, 158 453.l58 466.3 12 2,966,312
Total Current Assets 2,756,625 2,337,594 I 624,056 2,609,580.20 18,272,151.89
TOTAL ASSETS 1,244,895,957 1,244,147,559 1,243,298,056 1,243,925,l80,20 1,243,915,552.64
-
y
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
STA TEMENT OF PRO/I i. I \I) LOSS i ('COLVT
(Fig.' Rs.)
LT4IJIFITI VTl?IlF;1
.
i:iii. 111! 3W 1IIp;I 1 _____ !
! I
I HC()IIIC
1i'ome from Operations 34.16O,O5.00 1,320.800,00 25.500.00 - 627950.00
()the: Inconi - - - 584.906.00 80,088.00
TotiI 3.tl60,O5.00 1,320,800.00 25OO.00 584906.00 708,038.00
Exptiiditure_______________ _________________ ________________
Cost ofirading Goods 3 1,212,140.00 _______________
1,320.800.00 _________________
- - -
Change in Stock In Trade 372.346.00 (810.450.00) - - -
Employee Benefits Expenses - - 2 I 4, 1 85.00 242,54 1 .00 82,64 1 .00
1)epreciation and
.'niortization Expense 39,100.00
______________ 39,100.00
______________ 39,100.00
______________
Other Expenses
_____________
I 569,663.00
_____________
96,912.00 253,648.00 28 , 132.44 780.074.26
Total 33,1 54, 1 49.00 607,262.00 506933.00 562,773.44 9() I L i 5.26
Profit Before tax 1,005,906.00 713,538.00 (481,433.00) 22,132.56 (193777.26)
Less: Tax Expense ______________ ______________ ______________ Current 'lax
_____________ 3 1 5465.O0
____________ I 35,965.00 - 6,840.00 _______________
MAlCrcditEntìtlement - (135,965.00) - - -
Earlier Years TCLX (Excess
Provision W/off) 10.534.00 -
______________ ).S50.00
______________
Short and Excess Account
_____________
-
____________
-
______________
- -
-
-
Dcfcrrcd Tax - - - -
TotalTax Expenses 315,165.00 - 10.534.00 6,840.00 ______________
l'rotit Aller Tax 690.441.00 7 13,538.00 (491 967.00) I 5,292.56 ( I 83,927.26)
Earnings Per Share
Easic 0.05 0.06 (0.04) 0.001 0.01
Diluted 0.05 0.06 (0.04) 0.00l 0.01
1g fl)G.k
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
(Fig.' Rs.)
CASH FLOW FROM OPERATING ACTIVITIES: _____________ _____________ ____________
Net profitlos.sbcforc tax
______________ 1O.O5.9O6OO
____________ 71,538.00 (491,967.00) 22.132.56 (19,,77726)
Adjustment for:
Preliminary Expenditure Writtefl 39 00.00 39. 1 00.00 39. 100.00 Off___________________________ _________________________ _______________________
Provision for taxation _______________________
Itovision fòr FBI _________________ ________________
Operating Cash flows before Ø()59(()( 713538.00 (452,867.00) 61,232.56 (184.$27.26) working Capital changes _________________ _______________
- Changes in Working Capital:
__________________ _______________ ________________
________________ _______________ - (Decrease)Jlncrease in Currcnt
_________________
3.72.346.00
______________
(810,450.00)
_______________
13.154.00 2,420.S14.25 -
Asscts___________________ _________________ __________________ _________________ Increase! (Decrease) in Long-
-).. 79 I
.
________________
Term Loans and Advances _________________ _______________ lncreasef(Dccrease) in Current ,
'48 (135.157.00) (12.505.00: ( LÚ$S,431 .3O: -
I labilhties ,
Increase/Decrease in Provision (135 96.oO)
IbrTaxation _________________ ________________ -. Cash generated from Operating
___________________
36242000
________________
(s145ti.00
_________________
(574,870.00) 2,469,541.81 (L73,258.5ó) Activities______________________ _____________________ ___________________
- Direct Tax Paid 1,23,791.00
___________________
-
____________________
- - (30,150.00)
- Net cash generated from /(used 1'44535(Ì() (96.91 2.111)) (5'74.S70.00) 2,469,541.81 (1903,40.56)
in) operating activities ___________________ _________________ - CASH FlOWS FROM
____________________ _________________ __________________
INVESTING ACTlV1T1FS: ___________ - PLlrchaselSate oflnvestnient
_____________ -
___________ -
____________ (1,159,500.00)
____________ (I62,847727.25) 3,186,740.00
-. Advance Against properties - - -
loans & Advances Given - - - - -
- Share Application RECEIVED - - - - -
- Net cash used in investing (1,159,500.00) (162.847727.25) 3,186740.00
activities_IBI _____________________ ______________________ ____________________
CASI-I FU)WS FROM ________________________ ____________________
FIANCIG_.\CTI\ITIFIS: ________________ ________________ ______________ -
Receipt Against Loans & _________________ ______________
762,000.00 147,136,428.00 -
advancesGiven_______________ .
Loans And Advances Given -
_____________ - -
______________ _____________ - - . 93' 496 00)
Receipt Against Share 2,500,000,00 14,000,000,00
Application Money Paid _______________ -. Net cash generated from I (used
__________________ _______________ ________________
762.000.00
_________________
149,636,428.00 11,067,504.00 in) financing activities ________________
Net increase/(deerease) in cash
___________________
, S30() ' ' '
________________
(96,912.00)
_________________
(972,370.00)
_________________
(10,741,757.44) 12,380,985.44 and cash equivalents IA+B+CI
- Cash and cash equivalenisat the 73.96.0() 70,898.00 2.143,268.00 12.885.025.64 504,040.20
beginning ofthe year I period _________ ________________ _______________ _________________ ______________ Cash 1fl(I cash equivalents at
23 18 5'l 1,073,986.00 1,170,898,00 2,143,268.20 12,885,025.64 ' ' the end of the year I period _________________
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
GENERAL INFORMATION
Mr. Anup Verma
Mr. Deepak Kuniar
S1r t\Ianniolìau
.- Mrs. Roopa Devi Murolia
Managing O6I8748 11181 (1L3 KartarNagar. Delhi-I 10053 Director
Non-Executive 06933359 I 32, Near Mohata Bhawan. Ward No.5,
Director Sri Dungargarh. DisttBikaner-33 I 803, Rajasthan
Non-Executive 06931392 29,Block- Crei, Hill Side Road, Pusa,
Director New Delhi-I 10012
3 198/15 , Gall No. I , 4th Floor, Sangat Rashan, Director 00537349 Pahar (ìanj. New Delhi-I 10055
'..L
() PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
(1PITAL STRUCTURE
Our share capita' as of the date of ihis Inforina1icn MeJwIaudum is set forth below:
BU1k1U1) I I ist()t'\' of Pa ¡(1-II j) ( t
CONVERTIBLE INSTRUMENTS I WARRANTS
The Company has not issued any Convertible instrument including warrants till now.
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
Shareholding pattern as per clause 35 ofthe Listing Agreement as on 31 March, 2015
Introductory sub-table (l)(a)
As a % of total no. No. of partly of partly paid-up As a % of total no. of
Partly paid-up shares:- paid-up shares shares shares of the company
1-leid by promoter/promoter group O O O
Held by public O O O
Total-D _ O O O
As a% of total no.of As a % of total no. shares of the company,
No. of of outstanding assuming full conversion outstanding convertible of the convertible
Outstanding convertible securities:- securities securities securities
Held by promoter/promoter group O O O
Heldbypublic O O O
Total-E O O O
As a % of total no. of shares of the company,
As a % of total assuming full conversion Warrants:- No. of warrants no. of warrants of warrants
Held by promoter/promoter group O O O
Heldbypubiic O O O
i:Ì-::-F ji o O
l'otal pai(l-up cai)ital of (he
company, assunhing full 12,748,000 conversion ofwarrants and Shares of
convertible securities Rs. I 0/- each
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
t -
_.!_ThI .:
i
Tt
I1F4iì .
:
' . Iî&i-
_!-, -------==--= -Î--
-( -rn- - - - EII$
Shareholdrng of Promoter and PromoterGroup2 _________ _________
___1_II
w: ----,-,
__ -
(AI)
______ i Indian
________ _________ ________ ______
(a) Individualsl hindu
Undivided Family IOJóQO O 7.97 7.97 0 0.00
(b) Central Government! State Government(s) (J O - 0.00 0.00 0 0.00 ________
(e) Bodies Corporate 2 2610300 0 20.48 20.48 0 0.00
(d) Financial Institutions! Banks O_______
O
O - 0.00 0 0.00 _______ (e) Any Others(Specify)
O - 0.00 0.00 0 0.00 _______ ____________________
0 28.45 28.45 0 0.00 SubTotal(AX1) 3626300 ______
2 Foreign _________ _________ __________
A Individuals (Non- Residents Individuals! Foreign Individuals)
________
O
__________
O
_________
O
_________
0.00 0.00 0
o
0.00 _______ B Bodies Corporate o o o o.00 o.00 o.00
C institutions _______
Any Others(Specify)
(- o o.00 o.00 o o.00
D ç o o.00 o.00 o o.00 _______
0.00 0 Sub Total(A)(2) -i;--- - O 0.00 0.00
Total Shareholding of
Promoter and
Promoter Croup (A)= (A3(I)+(A)( 6
______
3626300
__________
0
__________
28.45 28.45 0 0.00 _______
Public shaidiolding (B) ______________ _____________ ______________
i Institutions
____________ _______________ ______________ ______________
(a) Mutual Funds! UTI o o o o.00 o.00 o o.00
(b) Financial Institutions Banks O O O 0.00 0.00 0 0.00 _______
(c)
_______
Central Government!
State Government(s) O O o.00 o.00 o o.00
if . rkii I.- I '
r r i
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
(d) Venture Capital Funds I
o_________
c
o o.00 o.00 o o.00
(e) Insurance Companies
O
o o.00_____ o.00 o o.00
Foreign Institutional Investors O O 0.00 0.00 0 ______ OEQO ______ --
(g) Foreign Venture Capital Investors O O O 0.00 0.00 0 0.00
_______ (h) Any Other (specit') o o o o.00 o.00 o o.00
Sub-Total (B)(1) o o o o.00 o.00 o 0.00
-
B 2 Non-institutions
lÓ.03 (a) BodiesCorporate 15 2O:.47O0 O 16.03 0 0.00
(b) Individuals _____
0.4 I
I
Individuals -i. Individual shareholders holding nonunal share
capital tip to Rs I Iakh
__________
525
__________
52900
___________
0
__________
0.4 1 O
________
___________
0.00
___________ ________ Il ii. Individual
shareholders holding nominal share capital in excess of Rs. I lakh.
______
O
____________
7024 100
__________
0
__________
55.09
___________
55.09
___________
0
__________
0.00
___________ ________ (e) Qualified Foreign
Investor
__________
O
____________
O
__________
O
__________
0.00 0.00 0 0.00 _______ (d)
__________ Any Other (jcity) o o o io o.00 o o.00
Sub-Total(BX2) 510 9121700 0 71.55 71.55 0 0 - -
570 9121700 0 71.55 71.55 (B)
_______
Total Public Sharcholding (B) B)(1)+(B)() 0 0
- l'OTAL (A)4-(B)
liares lieki by
ustodians II1(I agiiIIt vhich Deposilury eceipts have been issued
576 12748000 0 100.00 100.00 0 0
(C)
_______ I
------ Promoter and Promoter Group
_________
o
___________
o
__________
o
__________
o _____
O
_________
o.00 o ______
O
___________
o.00
Sub-Total(C) ________ O
__________ O
_________ O ______
O
________ O
__________ O
______
A CRANDTOTAL (A)+(B)+(C) 576 12748000 100.00 100.00 t) O
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
Mb) Statement showinif holding olsccurities (incIuidin shares, %arrants
convertible securities) ofpersons beIoniini to the category "Promoter and Promoter Group" _____________ ___________
ET __ ---H L - r-=----::----- - - 4,J.
( :;; _:::i ::--
- - wr-
:1
L ; _
, ____ ::
____ -
, .
Á-Lk__ I (J'!)=
(i) (II) (III) (IV) (L9 'J')/(IJJ) (VII) (I 'II!) (IX) (X) (X!)
loo
Sunshine Capital 14.90 0 C)
______
C) - i
Lunited _______ ______
SriAniarna(h ___________
710,300
________
5.58
_______
2 0
FIflaulc4: lAd. __________ ___________ ________ _________ _________
\'irendra .Jain 254,000
_____________
1.99
_________
0 0 0 0 0 0 0 -
4 Stirendra Kiiiiiar 254,000 1.99 0 0 0 0 0 0 0
- Jatii _____ _____
Pritijain __________
254,000 ________
1.99 _____
0 _______
0
______ 0
______ 0 0 0 0 _____5____
Babita .Jain 254,000 1 .99 0 0 0 0 0 0 0
----
_)_
TOTAL 3626,300 28.44 0 0 0 0 0 0 0
(*) The term "encumbrance" has the same meaning as assigned to it in -
regulation 28(3) ofthe SAST Regnlations 2011
-
(XII)
I 4.90
5.57
I .99
1.99
1.99
i .99
28.44
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
(l)(c) -
(i) Statement showing holding ofsecurities (incIudin shares warrants convertible securities) ofnersons be$on2ing
- to the cate2orv "Public" and hoIdiII2 more than 1% ofthe totat number of shares
Ir*Nl9IId '11v; 71 -.- I
-
11I)R1ii (.
- .1 i . u:s : P1!I IÏ1P t1ffLT :
--- ---.-------- --- . ísiï:ç1
.
I1ftIP
- _____ -
- i
. - -
:
r
t
.*, s :: :: . p-
i :
.. I. t 1 Ib L ;. -
___ I _ I' , (t
p i
La__ i .
L -
':r. III
___ ; L . - --.----- .---.-------
I . Ajay (iarg .',-- ._______________:_ _- - _:. -'
254,000 1 .9 O 0.00 I
0 L
O.O() I .99
2. Anil Prakash 254OOO I .99 0 0.00 0 0.00 1.99
3. AnupVerma 254,400 2.00 0 0.00 0 0.00 2.00
4. Aquarius Fincap& Credits Pvt.
24,()(K) 199 0 0.00 0 0.00 1.99
5. BaghKothi Iriv. & Finance Pvt.
254O00 1.99 0 0.00 0 0.00 1.99
6. BalbirSingh 254,000 1.99 0 0.00 0 000 1.99
7. Bliarat Bhushan 254000 1.99 0 0.00 0 0.00 1.99
8. BrijeshSinghal 254,000 1.99 0 0.00 0 0.00 1.99
9. Chhagan Lai Sharma 2540OO 1.99 0 0.00 0 0.00 1.99
Io Lovely Kumari 254%000 1.99 0 0.00 0 0.00 1.99
I i Deepak Kumar 239250 1 .88 0 0.00 0 0.00 1.88
I 2 Deepak Tyagi 254,000 .99 0 0.00 0 0.00 1.99
I 3 Deepu Singh 239,650
_I
1 .88 0 0.00 0 0.00 1.88
14 Dinesh Agarwal 254000 I .99 0 O.00 O 0.00 1.99
15 GPN Associates Pvt. Ltd. 254,000 1.99 0 0.00 0 0.00 1.99
i 6 Hum Turn Marketing Pvt. Ltd. 254,000 1 .99 0 0.00 0 000 1.99
i 7 Jal Kishan 254,000 1 .99 0 0.00 0 0.00 I .99
i 8 Kamal Kumar 254000 1 .99 0 0.00 0 0.00 1.99
I 9 Krishan Kumar 254,000 1 .99 0 0.00 0 0.00 1.99
20 Mehak Arora 254,000 [99 0 0.00 0 0.00 1.99
21 Nandi Mercantiles l'vi.. Ltd. 254OOO I .99 0 0.00 0 0.00 I .99
Naveen KLimar 254000 L .99 0 0.00 0 0.00 I .99 - 23 Niraijan Ktimar Sharma 254000 ì.
: O 0.00 0 0.00 L99
(1' t')
Dk2 PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
24 Pawan Kurnar Gupta 254,000 1 .99 0 0.00 0 0MO I .99
25 PIICOfl Finance & Leasing 254000 I .99 t) 0.00 0 0.00 1.99
26 Phool Devi Ghoshal 254,000 1.99 0 0.00 0 0.00 1.99
:! Rejendra Kumar 254,000 1 .99 0 0.00 0 0.00 I .99
28 Sudish Kurnar Verma 254.000 I .99 0 0.00 0 0.00 1.99
29 Rarnesh Kurnar 254,000 1.99 0 0.00 0 0.00 1.99
30 Ramesh Kumar Murolia 254.000 1 .99 0 0.00 0 0.00 i .99
3 1 Sanjay Agarwal 254.000 I .99 0 0.00 0 0.00 1.99
32 Umesh Agarwal 254,000
254,OO()
1.99
1.99
0 0.00 O 0.00 1.99
33 V A Realcon Pvt. Ltd. 0 0.00 0 0.00 1.99
34 Vinod Kumar 254,000 1 .99
1 .99
0 O.O() O 0.00 I .99
:5 Woiidlink Telecom Ltd. 254.000 0 0.00 0 ]_o.00
1.99
TOTAL 8861,300 1 J I
0.01) (J OÂ)() 69.44
- (IXc) Statetiiei ShOWiH! 1O1(1ìfl of securities (incItidiri sl,res arrnts, c()n%ertit)Ie
(ii) securities) of (together with PAC) be1riJii 1 the CatCUfV PU1)IiC" aiid Iioldiiig more thin 5% ofthe total numt)erofshares oftlic ComPflN
L 'A
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
Statement showing details of locked-in shares (fl((F)
(II)(a) Statement showing details ofDepository receipts (DRs)
(1I)(b) Statement showing tIOI(IiI1 of I)cisitu RCCCiI)1S (I)Rs)1 where underlying shares
rI4)rd cI;»r :':FWELNJ1Ç
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
Shareholding pattern as per clause 35 ofthe Listing Agreement as on 301h June, 2015
Introductory sub-table (l)(a)
As a % of total no. No. of parily of partly paid-up As a % of total no. of
Partly paid-up shares:- paid-up shares shares shares of the company
1-leid by promoter/promoter group J
O
O O held by public O
Total-D iO 9 0
As a % of total no. of As a % of total no. shares of the company,
No. of of outstanding assuming full conversion outstanding convertible of the convertible
Outstanding convertible securities:- securities secu nues securities
Held by promoter/promoter group O j O O
Heldbypublic O t
O O
Total-E o Jo O
As a % of total no. of shares of the company,
As a % of total assuming full conversion VVarrants:- No. ofwarrants no. ofwarrants of warrants
Held by promoter/promoter group O O O
Held by public O O O
Total-F O O O
Total paid-up capital of the coìnpany, assunling full 12,748,000 conversion ofwarrants and Sitares of convertible securities Rs. 101- each
'I;
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
[
-IIrt&!L'1k
-. :-' - - .=- =---- -
! r- :
__--- .
=;= -J-wÌ ' .
; i
I ri
}T -
-. H
In w iiø - -.
t&I
- I F -- -- -=- -
i
(A ) SharehkIiII2 UI
Iroiiìuter aiid .
Promoter Group2 _________ _________
$
y.
D IllJ
I
__________ _________ ___________
i
_________ Indian
___________
(a) Individuals! Hindu Undivided Family 1016000 0 7.97 7.97 0 0.00
(b) Central (iovcrnmcntí State Government(s) O t) - 0.00 0.00 0 0.00
_______ (c) HodiesCorporate 2 2610300 0 20.48 20.48 0 0.00
(d) Financial Institutions! Banks O -
0.00 0.00 0 (U)() _______ (e) Any Others(Specify)
O 0 - 0.00 0.00 0 0.00 _______ _____________________
Sub Totat(A)(I) 6 3626300 0 28.45 28.45 0 0.00
2 Foreign _________ __________ _________ ___________
A Individuals (Non- Residents Individuals! Foreignindividuals)
_________
O
___________
O
__________
O 0.00 0.00 0 0.00 -.._____ B Bodies Corporate o o o o.00 o.00 o o.00
_c' Institutions o o o o.00 o.00 o o.00
D Any Others(Specify) c o o o.00_____ o.00 o o.00
Sub Total(AX2) I o. o o o.00 o.00 o o.00
Total Shareholding of
Promoter and
Promoter Group (A)= (A)(I)+(AX2) t, 3626300 ________ 28.45 28.45 0 0.00 _______
:ß) Public shareholding ___________
I Institutions
_________ ___________ __________ __________ __________
_____________
--- Mutual Funds/UTI o o oo o.00 o o.00
(hI) Financial Institutions '
Banks o ó O 0.00 0.00 0 0.00 _______ (e)
_______
Central Government]
State Government(s) O O ,5
I
0.00 0.00 0 0.00
'
V2.7
,. - .. -. i
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
(d) Venture Capital Funds o o o________ o.00 o.00 o 0.00
(e) Insurance Companies o o o 0.00 0.00 0 0.00
(O Foreign Institutional investors O O O 000 _____ 0.00 0 0.00
_______ (g) Foreigs Venture
Capital Investors O O O
o I __
C0 0.00 0 0.00 _______ (h) Any Other (specify) o o o.00 o.00 o 000
- SLIb-Total (13)(I) o o o o.00 o.00 o o.00
g 2 Non-institutions _________ ___________
(a) Bodies Corporate i 2044700 1028100 16.03 16.03 0 0.00
(b) Individuals
I
Individuals -i.
IndiiduaI shareholders
holding nominal share
capital up to Rs I Iakh
ç25 52900 0 0.41
__________
0.41
___________
0
__________
0.00
___________ -______ II ii. Individual
shareholders holding nominal share capital in excess ofRs.l lakh.
__________
30
____________
7024 100
__________
65 16100 55.09
_________
55.09
__________
0
_________
0.00
__________ _______ (c) Qualified Foreign
Investor
________
O
__________
O
_________
O 0.00 0.00 0 0.00 _______ (d) Any Other (speciIv) o o o.00 o.00 o o.00______
Sub-Totalj2J ______
570 9121700 7544200 71.55 71.55 0 0 _______
(B)
Total Public
Shareholding (B)=
(B)(1)+(BX2) 570 9121700 7S44200 71.55 71.55 0 0 ______
TOTAL(A)+(B) 576 12748000 11170500 100.00 100.00 0 0 ______ _____
(C) hares held by
ustodians and against
iliich Depository
eceipts have been issued
o.o ________
______ ___________ _______ I Irornoter and Prornotcr
Group
_________ ___________ __________
O
__________
________ o o.00 - ______
Sub-Total(C) _______ O
_________ O O O O O
A GRANDTOTAL (A)+(B)+(C) 576 12748000 [i i 170500 100.00 100.00 0 0
2S
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
¡(b) Statement showing 1io1diti ofsecurities (including shares, warrants, convertible securities) of persons bcIoniinz to the cateor "Promoter and
Promoter Grouif
t -
l::
;shat . - tassai
. full
::
- - ofw . and . coni
- secu
. - -: asa .-- dilu
shat capi
sa""of .&sa y- rnn. °,:
_____________ l . . ; .j - - ________________
I
----L
(J/!)=
il
I I I - . . I .
(I) (II) ('II) (11/) (J") (V)/(IJl» (J'il) (J'!!!) (IX) (X) (Xl) 101)
-
I
______________ Sunshine Capital
_________
I,9OOOOO
_______
14.90
_____
0 0
______
0
______
0
_____
0
_____ _____
Limited___________
-
2 SriArnarnath 710300
_________
5.58
______
0
________
0
_______ _______
o
______
o
______
O
______
O Finance11(1.
_±_1 _ Virendra Juin ___________
254,000 ________
1.99
______ 0
________ 0
_______
0
_______
0
______
0
______ 0
______
0
4 Surendra Kumar 254.000 1.99 0 0 0 0 0 0 0 Jam
-
5 Pritijain 254,000 1.99 0 0 0 0 0 0 0
ii Babita Jaiti 254,000 1 .99 0 0 0 0 0 0 0
- TOTAL 3,626,300 28.44 0 0 9 0 0 0 0
-
(*) The term "encumbrance" has the sanie meaning as assigned to it in
regulation 28(3) of the SAST Regulations, 201 1
i
:
(XII)
14.90
5.57
I .99
1.99
1.99
I .99
28.44
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
(1)(c) (i) Statement showinhoIdin ofsecurities (including shares, warraiits convertible securities) of persons beJoninE
to the catetiorv "Publie" and holding more than 1% ofthe total niiinher of shares
qç'1 .
liI11IÏM1ttflt -
- #ït: - -
II
11rt,__!
iiïw: .II1ïfl[' t
tilit
.
I
j
j I -,.v
:11R1Í;
1rttHutP_
.
:
'-i
1
i!Ur- rnr,tlfl(L
. . . ..
¡:_1L 1Ar-
i_ __ - .
1
ht.
:qtttt
I .
-- -
Ajay Garg 254.000 1 .99
.
0
w 0.00 0 0.00 1.99
2. Artil Prakash 254OOO 1.99 0 0.00 0 0.00 1.99
AnupVernia 254.400 2.00 0 0.00 0 0.00 2.00
4. Aquarius Fincap& Credits Pvt.
254.000 199 0 0.00 0 0.00 1.99
5. BaghKothi mv. & Finance l'vt.
254.000 1.99 0 000 I .99
00 6. Balbir Singh 254000 I .99 0 O 0.00 1.99
7. Bharat [Thushan 254,000 I .99 0 OJJ() O 0.00 1.99
8. BrijestìSinghal 254.000 1.99 0 0.00 0 0.00 1.99
9. Chhagan Lai Sharnia 254,000 1 .99 0 0.00 0 0.00 1.99
10 Lovely Kurnari 254,000 I .99 0 0.00 0 0.00 1.99
I i Deepak Kumar 239.250 1.88 0
0
0
0.00 0 0.00 1.88
12 Deepak Tyagi 254,000 1 .99 0.00 0 0.00 1.99
Deepu Singh 239,650 1.88 0.00 0 0.00 1.88
14 Dinesh Agarwal 2540OO I .99 0 0.00 0 0.00 1
9
Is (ÌPN Associates Pvt. Ltd. 254000 1.99 O 0.00 0 0.00 1.99
i 6 Hum Turn Marketing Pvt. Ltd. 254,000 1 .99 0 0.00 0 0.00 1.99
I 7 Jai Kishan 2540O0 I .99 0 0.00 0 0.00 I .99
Kanial Kurnar 254.000 1.99 0 0.00 0 0.00 1.99 ___J!
19 Krishan Kumar 254O0O 1.99 0 0.00 0 0.00 1.99
20 Mehak Arora 254,000 1 .99 0
0
0.00 0 0.00 1.99
21 Nandi Mercantiles Pvt. Ltd. 254.000 1 .99 0.00 0 0.00 1.99
22 Naveen Kumar 254.000 1 .99
I .99 :
0
O
0.00 0 0.00 1.99
23 Niranjan Kumar Sharma -__ - 254,000 0.00 0 0.00 1.99
::) ør:.
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
Pawan Kurnar Gupta 254.000 1 99 0 0.00 0 0.00 I .99
25 Finance & Leasing
254,000 I .99 0 0.00 0 0.00 1.99
26 Phool Devi Ghoshal 254,000 1.99 0 0.00 0 0.00 1.99
27 Rejendra Kurnar 254,000 I .99 0 0.00 0 0.00 1.99
28 Sudish Kumar Verma 254,000 I .99 0 0.00 0 0.00 1.99
Ramesh Kurnar 254OOO I .99 0 0.00 0 0.00 1.99
30 Ramesh Kumar Murolia 254XkX) 1 .99 0 0.00 0 0.00 I .99
Sanjay Agarwal 254,000 1 .99 0 O.OÒ O 0.00 1.99
32 Urnesh Agarwd 254,000 1.99 0 0.00 0 0.00 1.99
33 V A Realcon Pvt, Ltd. 254,000 I .99 0 _0.00 0 0.00 1.99
34 Vinod Kurnar 2S4OOO 1.99 0 0.00 0 0.00 1.99
35 Wotidlink Telecom Ltd. 254,000 1 .99 0 0.00 0 0.00 1.99
TOTAL I
8,861,300 r
' i
O 0.00 O j 0.00 69.44
(1)(c) Statement showin2 holdin2 of secu ritics (inc1udin shares, s a rrants, converti bic
(ii) securities) ofpersons (hcti1er with iA() hclonging to the category _ 'Pub1ic" and holding
more than 5% ofthc total number ofshare ouilie company
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
Statement showing details of locked-in stia res
(1I)(a) Statement showing details ofDepository recepIs (DRs)
- (JI)(b) Statement showing Holding of Depository Receipts (DRs). where uiidrIving sitares
held h 'protn()ter/ pn)lnotergrohI' i ri in excess of i % of the total number of sitares
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
Sharebolding l)a(ter1 as 1er clause 35 of the Listing Agreement as on 3l July, 2015
Introductory sub-table (l)(a)
Asa% oftotal no. No. of partly of partly paid-up As a % of total no. of
Partly paid-up shares:- paid-up shares shares shares of the company
Held by promoter/promoter group ¡
O O O
l-kId by public j
O O O
Total-D to- C) O
As a% of total no.of As a % of total no. shares of the company,
No. of of outstanding assuming full conversion outstanding convertible of the convertible
Outstanding convertible securities:- securities securities securities
Held by promoterpromoter group O Lo ______________. o
Held by public O O O
Total-E O lo o
As a % of total no. of shares of the company
As a % of total assuming full conversion Warrants:- No. ofsarrants no. ofwarrants ofwarrants
Held by promoter/promoter group O O O
l-lcldbypublic O O O
Total-F O o o
Total paid-up capital of the company, assuming full 12,748,000 conversion ofwìrrants and Shares of convertible securities Rs. 10/- each
V
. c/ PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
T
(
1111'
t _ .- ._j__'I w __ __ - i -__D
Shareholding of
Promoter and
Promoter Croup2 ________ ________ __________
Indian
1D
_________ _________ __________
_______ ______
7.97 7.97 0 _______ 0.00
-
;
-
L1 (A)
- I
(a) Individuals/ Hindu Undivided Family 4 1016000 0
(b) Central Govemmentl State Government) Bodies Corporate ___
O
2
O - 0.00 0.00 0 0.00 _______ (e) 2610300 0 20.48 204g O_______ 0.00
(:I) Financial tnstitutions/
Banks O O - 000 0.00 0.00 -- (e)
-
Any Others(Spccify)
-______________ o o - 0.00 0.00 C) 0.00 --
Sub Total(A)(I) 6 O 28.45 28.45 0 000 _32PQ
2 Foreign __________ __________ _________ __________
A individuals (Non-
Residents Individuals/
Foreign Individuals)
_________
O
___________
O
______
O
o
0.00 0.00 0 0.00 -.
B Bodies Corporate o o o.00 0.00 0 0.00
C
_
Institutions o _ i o.00 o o.00
D Äny Others(Specify) o o o o.00 0.00 0 0.00
Sub TotaI(A2) o o o 0.00 0.00 0 0.00 _______
Total Shareholdin (t
Promoter and
Promoter (;ruuJ) (A)=
(A)(1)+(AX2) 6 ___ 3626300 0 2S.35 28.45 0 0.00 _______
__________
________________
(B) Public _ shareholding __________
I liistilutiotis
_________ ________ __________ __________
_______________
o.00 (a) Mutual Funds! UIl o o.00 o.00 o
(b) Financial Institutions
Banks o o _ O 0.00 0.00 0 0.00
-;;5-- _______
Central Government]
State Government(s) O O f7.' < J) oo o 0.00
'
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
(d) Venture Capital Funds o o o o.00 o.00 o o.00.
(e) Insurance Companies o o o o.00 o.00 o o.00 (f) Foreign Institutional
!!!Y9.LQ________ o o 0.00 O.00 O OOO ____ (g) Foreign Venture
Capital Investors
_Q_____
O O O 0.00 0.00 0 0.00 _______ (h) Any Other (specify)
o o o o.00 0.00 0 0.00
iub-Total (BXI) o o o.00 o.00 o o.00
B 2 Non-institutions
(a) Bodies Corporate 15 2044700 1028100 16.03 16.03 0 0.00
(b) Individuals
I
Individuals -i. Individual shareholders holding nominaI share capital up to Rsllakh
525 52900 0 0.41 0.4 1
__________
0
0
_________
0.00
___________
0.00
___________
_______ 11 ii. individual
shareholdersholding nominal share capital in excess of Rs.
! lakh.
_________
30
___________
7024100
__________
6516100
__________
55.09 55.09
__________ _______ (c) Qualified Foreign
Investor
_________
O
- __________
O
__________
O
__________
0.00 0.00 0 0.00 _______ (d) Any Other (specify) o o o.00 0.00 0 0.00
Sub-TotaI(B)(2) S'lO 9121700 7544200 7135 71.55
715S
0
O
0
O
______
(B)
_______
Total Public
Slìarcholdiiig (IJ)=
(B)(l)+(B2) ________ 570 9121700 7544200 71.55
TOTAL (A)+(B) 5% 12748000 Ii i 70500 100.00 100.00 0 0 _______
__ (C) shares held by custodians and against which Depository
eceipts have been issued
Promotcr and Promoter Group
_________ _____
___________
o.00
- - 1
_________ _________
o
__________
o.00
_________
o ______
Sub-TotaI(C) ________ o
_________ O
____ O
________ O
_________ O O
- O ______
A GRAND TOTAL (A)+(B)+(C) 576 12748000 11170500 100.00 100.00 0 0
2C
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
É
1(h) Statement showing holdin2 ofsecurities (incIudin shares, warrants, convertible securities) of persons belon&n2 to the category Pronioter and
(*) Thc term "encumbrance" has tue same mvaliing as assigiicd tO it ¡U
regulation 2(3) the SAST Regu'ations, 201 I
r \fl\
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
(1 i(.) (i) Statetuciil showing hoIdin ofsecurities (inchidin. sharcs warrmnts. eoii ertI)IC securities) of iwrsons bcIonin
to IhC catenr "ILIl)IiC and hoIdin nore than I % (I thC l(1a1 flu Iflh)C1 (t SIIICS
r irin
: :qii r: I1TT.0 : : . .. iist.fll
..
-:7:
_
_-,--.l;!--_3- 1II11M: -
:
ruIÏ11ß_ f;T1
? ' .
:: ;
: : r; r
. -T1 . hÏL
4lit flfl1I%
1IIIí
. .
:i Isit
1!1l1
.
----. .---- _ .. -
_-;_._ ________________
254OOO I .99
::: :
:f1it
,j_ ,- 1fiM
0 ' 0.00 ' O ' 0.00 ' i .99 i . Ajay Garg
Anil Pi'akash 254OOO 1.99 O 0.00 0 0.00 1.99 _:_ :. AnupVerma 2544OO 2.00 0 0.00 0 0.00 2.00
4. A(IUIflUS Fincap& Credits Pvt.
254000 1,99 0 0.00 0 0.00 1.99
5. Ba&iKothi mv. & Fi,ance Pvt.
254,000 1.99 0 0.00 0 0.00 1.99
254.000 1 .99 o 0.00 0 0.00 1.99 6. L3albir Singh
7. Bharat }3hushan 254,000 1.99 0 0.00 0 0.00 1.99
g BrijeshSinghal 254,000 1 .99 0 0.00 0 0.00 1.99
ì?:. Chhagan Lai Sharma 254,000 1 .99 0 0.00 0 0.00 I .99
io Lovely Kumari 254O0O 1.99 0 0.00 0 0.00 1.99
i i Deepak Kumar 239,250 1.88 0 0.00 0 0.00 1.88
¡2 Deepaklyagi ______ Deepu Singh
Dinesh Agarwal
254,000
239,650
1.99 0 (100
o.00
0.00
0 0.00 1.99
I 3 I .88
1.99
o
0
o o.00 i .88
0 0.00 1.99 14 254,000
15 GPN Associates Pvt. Ltd. 2540OO 1.99 0 0.00 0 0.00 1.99
i 6 Hum Turn Marketing Pvt. Ltd. 254,000 I .99 0 0.00 0 0.00 I .99
17 Jai Kishan 254,000 1.99 0 0.00 0 0.00 1.99
i 8 Karnal Kumar 254,000 1 .99 0 0.00 0 0.00 1.99
i 7
Krishan Kurnar 254.000 1 .99 0 0.00 0 0.00 1.99
20 Mehak Arora 254000 i .99 0 0.00 0 0.00 i .99
21 Nandi Mcrcantilcs Pvt. Ltd. 254,000 1.99 0 0.00 0 0.00 1.99
22 Naveen Kuniar 254,000 1.99 0 0.00 0 0.00 1.99
23 Nirtnjan Kurnar Sharma 254,000 0.00 0 0.00 1.99
/ ç
k1Ì1 1
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
24 Pawan Kumar 254,000 1.99 0 0.00 0 0.00 1.99
- 25
PCIICOfl Finance & Leasing 254,000
O 0.00 0 0.00 1.99
-
26 PIIOOI r Ghoshal 254,000
I .99 0 0.00 0 0.00 199 Rejendra Kurnar
254,000 1.99 0 0.00 0 0.00 1.99
-----
28 Sudish Kumar Verma 254,000 1.99 0 0.00 0 OEQO 1.99
29 Ramesh Kumar 254,000 1 .99 o 0.00 0 0.00
I .99 Rarnesh KumarMurolia
254.000 I .99 O 0.00 0 0.00 1.99
- Sanjay Agarwal
254,000 1 .99 0 0.00 0 0.00 1.99
32 UrncshAgarwal 254OOO I .99 0 0.00 0 0.00
1 .99 33
__;;
35
V A Rcalcon Pvc. Ltd. Vinod Kuinar
254OOO
254,000
I .99
1.99
0
0
0.00
000
0
0
0
0.00
0.00
I .99
1.99
199
Telecom Ltd. 254,000 1.99 O 0.00
0.00
._Woridlink
_ -
i_ii_ TÖTAL 8,861,300
L 69.44 Jo 0.00 1 o o.00
_____
- (l)(c) Statement showiii ho1diiii of securities (includii shares W1FrafltScOflVCliil)k (ii) securities) of persons (together with PAC) belonin to the category 'Public" aiicl hold
i'ij
_ morc than ofthc total number ofsharcs ofthe coni ptnv
I
I
i
i
I
i
)
oit
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
I
(1)(d I--_
Statement showing details of Iocked-n shares
( I I)(a) Statenent %IÌ()S i iig (IçtaLls of i)epusi ton receipts (DRs)
(I[)(b) Statement shoing Holding of Depository Receipts (Dits), where underlying shares
\.; '\
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
LIST OF' FOP 10 SHAREHOLDERS AS ON 31.07.2015
1. Sunshine Capital Limited 19OOOOO
I 14.90
2. Sri Amarnath Finance Ltd. 710300 _ 5.58 3. AntpVerrna
254.400 _ j 2.00
4. Virendra Jam
2S4,000 _ I _ .99 5. Surendra Kumar _ Jam
254.000 _ 1.99
6. Babita Jam
254000 1 .99
7.
- Priti Jam
254,000 1 .99
8. Ajay Gars
254000 I .99
-'- Anil Prakash
254,000 ¡.99
10. Balbir Singh
254000 I .99 - - - -- - 'TOTAL
- _IL 46,42,700 j - _________ Disciosu res:
- i . No dividend and Cash Bonus has bcciì paid during the last 10 years. 2. The Company has not entered into any agreements (including agreements fòr
technical
advice and collaboration), concessions and similar other documents (except those entered into ¡n the ordinary course of business carried on or intcnded to be carried on by the company).
3. No commission, brokerage. discount or other special terms including an option for the issue ofany kind ofsecurities has been granted lo any person. 4. There are no outstanding warrants which are pending for conversion. 4
4
I
.' y'7
'i
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
SECTiON YlI -OTHEkREGIJLATORVND STATUTOR DISCLOSURES
I
Authorih foi (liC I)irect Listitig
Our Board of Directors has approved the Direct Listing pursuant to resolution passed at their meeting held on '2.03.2015.
Prohibition by SEBI or Other Governmental Authorities oui- Company. our Promoter, natural persons in control of the Promoter, Direçtors. Iromotcr Group and Group Companies, have not been prohibited from accessing or operating in capital markets or restrained from buying. selling or dealing in securities under any order or direction passed by SEBI or any other regulatory or governmental authority.
'l'here has been no regulatory action taken or penalty imposed by any regulator against our Company. The companies. with which our Promoter, Directors or persons in control ofour Company are associated as
-
promoter. directors or persons ¡n control have not been prohibited from accessing in capital markets under - any order or direction passed by SEBI orany other regulatory or governmental authority. There has been no action taken by SEBI against any entity belonging to the Promoter Group or forming part
ofúroup Companies.
There has been no action initiated by SEI3J/RBI or any other regulator (both domestic and overseas) against our Promoter or the promoters ofour Promoter or any entitles forming part ofúroup Companies.
- No action has been taken by SEBI against our 1)irectors or any entity our r)irto are involved with as
- promoters or directors.
- None of the entities that our Directors are associated with, which are engaged in securities market related
(
business and are registered with SEBI. C
( Prohibition by RBI
t Neither our Company nor our Promoter, relatives ofour Promoter, [)Ercctors, have been identified as willful defaulters by the RBI OF any other governmental authority. There arc no violations of securities laws
I committed by thwn in the past or are pending against them. I
r1 E)eclarttiOn 1111(1er the Conijtiiies Act
i 'Ve are in compliance with the provisions ofthe Companies Act, and nothing iu this prospectus is contrary to the provisions ofthe Companies Act, SCRA, SEBI Act, and the rules and regulations made there under.
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
Eligibility Criterion
I)irect Listing Norms applicable for listing of equity shares of companies which are listed with other stock Lxchanges are given here as under:
. Issued and Paid UI) capital and Net worth
\'lifliilìLtfll paid UI) capital of Rs. I Urores and net worth ofRs. 3 Crores. . Pfl)lit making track record
Distributable prolìt.s in terms ofScction 123 ofConipanies Act, 2013 for at least I out of2 nunediately . preceding financial years based on audited financial results
Provided further that the total period of latest 2 Financial Years should comprise a period of at least 24 niouths -
Provided that extraordinay income shall not be considered fòr calculating distributable profit _ s Listing track record with Recognized Stock Exchange
-- Companies should have been exclusively listed on stock exchanges seeking de-recognition and for exit or de-recognized stock exchanges
. Public Shareholding
Public Shareholding should be Meeting with the requirements ofSCRA. SCRR and Listing Agreement. If the company is non complaint with respect to clause 40A of the listin agreement at time of applyin tor direct listing, the company shall submit the undertaking from Managing I)irector/ person authorize by Board of Directors ofthe company, that the COl)flflY shall comply with the clause 40A ofthe listing agreement as per the extend regulations and timelines stipulated by SEnI.
, No. of public shareholders
There should be minimum of500 public shareholders.
. Signing with both the depositories
The company must enter into an agreement with both the depositories.
e Trading in Compulsory Demat
Company should have minimum 50% of Public Sharcholdin in dematerialized mode and 100% of Promoters Shareholding in demat mode, else company ca commence trading ONLU in Trade-forTrade basis until they so comply.
e Information Memorandum
Infonnation Memorandum as provided ¡n Schedule Il of Companies Act, I 956 to the extent applicable. as certified by the Company Secretary/ MD of the Company.
. %Vitlidrawalf I(ejection
Once companies that have approached for listing are denied listing for any reason whatsoever, they may reapply for listing after a minimum period of'6 months. Ifrejected a second time, the company would not be eligible to apply again.
e Confirmation frosii RSE
The company shall submit a confirmation from any one ofthe recognized or regional stock exchange(s):
t
n) Entire issued capital ofthe company intist be listed on the recognized stock exchange b) No investor complaints should be pending against the company ('NIL' score in SCORES) e) The securities proposed to be listed are
.).f:::1' if;'
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
e ('onuïrniation from 1J) & Company Secretary
Company shzill ¡toi Iìae been cie-listed at anytime under delisting regulation 2003 /2009
. Compliance Stttus by Company
The company shall furnish the compliance status with the critical clauses of the listing agreement viz. - Clauses 15, 16. 3 1. 35. 40a. 41, 47, 49, 54 and Sec Audit. filings tinder SERI regulations! circulars, SCRA and SCRR for the last I year. This should also be displayed on the company's website. The Exchange vill also display this information on its website, as is presently being done for all listed
companies. --
Action against coIIIl)atly/ p10111()tC1 group entities/ directors -
Where the company or the promoters or the Directors have been debarred or disciplinary action lias been taken against them by SEBI, then a period of at least 3 years should have elapsed since the expiry of the
- debarment period/disciplinary action.
- . Reference to 111FR or winding up
Company should not be under B!FR and no winding up order should have been passed against the conipany, at the time ofapplication for listing.
- Conipany website
- The company shall have its own websitc which is in compliance with Clause 54 of the Listing Agreement containing information abotit products. management team, annual reports for last three
- financial years, shareliolding pattern. quarterly results, report on corporategoveniancc, code of conduct, name ofthe company secrctaiy & compliance officer and contact details, RTA - name and contact details
-. I SCORES authentication
- Company should have obtained NIL SCORES autheiiticatioii from SEBI.
- . Site Visit
_ Site visit will be mandatorily conducted by Exchange official(s) and report submitted.
- Filing
Copies ofthis Information Memorandum lias been filed with RSE in due compliance.
Listing
The Equity Shares of the Company are listed on Delhi Stock Exchange lid (DSE) and Ahmcdabad Stock Exchange Limited (ASEL). Now the Equity Shares of the Company shall be admitted for direct listing on
.- subject to fulfillment of listing criteria of direct listing of BSE and also subject to such other ternis and conditions as may be prescribed by BSE atthe time ofthe application by the Company seeking listing.
Consents
The vritten consents of Promoters, Directors, Auditors, Registrar of the Company and Bankers to the Company to act in their respective capacities have been obtained and such consents have not been withdrawn up to the time ofdelivery ofthis Infonnation Memorandum with the Stock Exchange.
De-mat Credit
The Company has appointed BIGSIIARF ES L l. as its Register and Share Transfer Agent. The ISIN No of thc ( ompan iIS\'
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
- General Disclainker troni I he ( otn jiny
- The Company accepts IR) responsibility for statement made otherwise than ¡n the Information Memorandum
- or ny other material issued by or at the instance ofihe Company and any one placing reliance on any other
source of information would be doing so at his or lier own risk. All information shall be made available by -
the Company to the public and investors at large and no selective or additional information would be
- available for a section of the investors in any manner.
Disclaimer aause of RSE
As re(luired. a copy ofihis Inlbrmatkn Memorandum is being submitted to E3SE. The RSE does not in any
nianner: . warrant. certify or endorse the correctness or completeness of any of the contents of this lntòrmation
\1eI1K)randuu; or . waíraiit that this Company's securities will be traded or will continue to be traded on the BSE; or s take any responsibility for the financial or other soundness of this Company, its promoters, its
management or any scheme or project of this Company; and it should not for any reason be deemed or
- construed to mean that this Information Memorandum has been cleared or approved by the BSE. Every person who desires to acquire any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the BSE what so ever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason vhatsoever.
9i
¿Id
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
SECTION VIII- OUR HISTORY AND CERTAIN CORPORATE MATTERS
-
Brief t1istor of our ('oinpanv -
Shalini HoIdngs Limited was incorporated on May 25. 1985 under the Companies Act. 1956 as a - Public Limited Company. from the Registrar of Companies - Delhi & Ilaryana. The company got its
Certificate for Commencement of business on June 1 8, 1985. The Corporate Jdentifcation Numbcr - (CIN)ofthe Company is L65929DL1985PLCO2 1037.
- Situation of Regis(ercd Oflice
The registered office of the company has been slìifled from 209, 2nd Floor, 6/4!, Sunder Kiran Building, W.E.A, Karol Bagh. New Delhi - I 10005 to 2127-28, Block- K. Gall No.- 58, Naiwala,
Gurdwara Road, 3rd Floor. Karol Ragh. New Delhi I I 0005; with effect from I 5Ih ofApril, 2015.
Maui Objects of the Company
The main objects ofthe company are:
I . To carry on the business of manufacturers, assemblers, holders, stockiest, distributors, buyers, sellers, importers, exporters. agents and suppliers of agricultural, sea and food products, fertilizers. iron and steel and its all types of products, metals and minerals end its products, engineering goods, components, dyes, chemicals, phannaceuticals, pigments, papers. cernent. plastic, leather goods, handicrafts, processed foods, tobacco and tobacco products, cigarettes. jute and its products, hessian, textiles including cotton, woolen. art silk. natural silk, readymade garments, hosiery. synthetics fiber and fabric and mixed fabrics, surgical. electronics and surveying equipment and instruments, radar equipment, computers, dry and inert cells, electrical goods and equipments, lamps. tubes, electronics industry, cable and Plastic industry, furniture, musical items and toys. ceramics and refractoriness, glass. soaps. cosmctics. publishers, stationeries and all types of commodities, merchandise and goods and to act as sellers. purchasers and dealers of licenses, release orders, permits, quotas and to enter into all sorts ofagrcements relating to the above and all other types ofcommodities and merchandise.
2 To hold, purchase, sale or otherwise deal/acquire lands. flats, suites. ìiultistoricd complexes houses, bungalows, orchards, shopping arcades, parking places, quarters, apanments, farms and farm-houses, buildings, sheds and other fixtures and conveniences, industrial, commercial and residential. and to let
- them hire-purchase. rent. contract or any other agreement as may be deemed lit to buy and sell lands, houses, apartments to any person on terms and conditions as may deemed fit or hold. maintain, sell
- allot houses, apartments. sheds or buildings thereof to the shareholders, or any other person; to carry on the business of contractors, decorators, furnishers. agriculturists. horticulturists, colonizer. engineers, architects, wood-waiters, palavers, builders, surveyors, bricks and tile makers, lime burners, house and estate agents; tenting/becoming members of societies, to enter ¡lito partnership. sub- partnership, co-partnership, joint ventures and hire purchase agreements.
- 3. To carry on all or any of tile Iusiness of financiers (not anlounting to banking and leasing business) by
- way of loaning. lending and advancing money to industrials, indi iduals, commercials and other enterprises.
-
-
f%I .- 'L, -\
J;-4 A
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
4. To carry on the business of agents, commission agents. stoekists, distrìbutary engineers brokers, factors, consultants. turn-key projects, representativc, rniddlezucn. jewelkry, property, precious/semi- precious articles anti stones, diamonds, silver, bullion. gold ornaments, antiques, utensils; gems, valuables, precious metals, pearls, coins, cups. metasq shields, cutlery, presents and gift.
5. To Buy. Sell, Transfer. Pledge. Hypothecate. deal in and dispose of any Stock, Bonds, Debentures, whether perpetual. Redeemable Debenture, Stocks, Units, Securities including Securities ofany Govt. - and Local Authority.
6. To providc a complete range of Financial Services like Investment Planning, Estate Planning. Tax - Planning, Portfolio Management Consultancy and Counseling Services and to give consultancy and
- deal with the grievances ofthe Investors.
-
7. To acquire. and deal in, Shares, Stocks, Debentures, Debenture Stock, Bonds, Certificates, Obligation - or Securities of any other company including securities of any Government, Local Authorily by Original Subscription. Participation in Syndicates Tender, Purchase, Exchange or otherwise and to - subscribe for thc same or to guarantee the Subscription thereof and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof.
8. To purchase, sell and deals in commodities! currency on aH exchanges e.g. BSE, NSE, MCX etc.
I, t'oiiiotei
For details. ilease see the chapter entitled. "Our Promoter and Promoter Group" of this Inforiimiion Memorandum.
Capital raising activities
For details regarding our equity capital. please see the chapter entitled "Capital Structure" of this Information Memorandum.
Major events
1w 25.05.1985
)LT1l
' Company got its Certificate of Incorporation I 8.06. I 985 Company got its Certificate for Commencement of business 01.12.1986 Company got listed on Delhi Stock Exchange 05.03.2015 Company got listed on Ahmedahad Stock Exchange
- _ 18.03.2014 Addition ofncw clauses in main objects ofthe MOA ofthe Company
Our Business
For details in relation to our Business, please see the chapter entitled "Our Business" of this Information Meinoranduiii. I'
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
- Jott, \ttitiiiCs
-- [lie Ct.)J1)aI1V 1U) IR)t entered init an Ioint \"enttii.
Time and Cost Overruns
The nature of our Company's business does not include implementation of projects and therefore our Company believes there have been no time and cost overruns in the implementation ofour projects.
- Lock-outs Strikes cte.
There have been no lock-outs. strikes etc. during the last five years preceding the date of this Information Mcmorand um.
Subsidiaries
The Company does not have any subsidiaries and company is not subsidiary ofany compan\ as on date ofihis Information Meiìiorandum.
kC(JL1iS1iOflS of business I tiriIettìkirig
Our Company has neither acquired any entity nor been involved in any scheme of arrangement.
1Lterial Contracts
There are no material contracts, agreements (including agreements for technical advice and _ collaboration), concessions and similar other documents (except those entered into in tue ordinary
course of business carried on or intended to be carried on h' the company). executed or entered into by - the Company.
jf
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
OUR 1ANA(F1ENT
Board of I)ircctot
Shalini Holdings Limited (SEIL) is managed by its Board of Directors, comprised of qualified and experienced persons. We currently have four Directors on our Board out of which i is Non- Independent - Executive Director and the other 3 are Non-executive Independent Directors.
The lòIIoving table sets forth details ofour Board as on the date ofthis Intòrniation 1v1eiìioiandum:
. - - P;51r
MR. ANUP VERMA Designation :Managing Director Nationality : Indian 23 25.07.2014
j 1/8t (;L3 KartarNagar. PAN :AJEPV58I IB Delhi - I 1005. India
DIN :06818748
MR. IWEPAK KUMAR Designation : Director 132. Near MohataiThawan,
: Indian 26 25.07.2014 Ward No.5, Sri [)tint.argarIi, l'AN :CQOPK2O93M Disti Bikaner. 1)IN :06933359 Rajasthan - 33 I 803
MR. MANMO}IAN - Design:ilion : [)irector
29, Block- Crei, Hill Side Road. Nationality : Indian 24 25.07.2014 Pusa. New Delhi - i 10012, IAN :BWQPM299OE India DIN :0693 1392
MRS. ROOPA DEVI MUROLIA Ucsiguation : Director
3198/IS . (jail No. 1, 4th Floor Nationality : Indian 46 30.03.2015 Sangat Rashan, Pahar Ganj. - PAN : ALYPM927OD New Delhi, 1 10055. Delhi. India DIN :00537349
1 PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
BRIEF PROFJLES OF THE DIRECTORS
ItIhNt4 ,
Date ofBirth 20.05.1991
DIN 06818748
PAN No. AJEPV58I IB
Address J 1/181 GL3 KartarNagar. I)elhi - i 1005
BriefDescripion ofthe Business, He is a Graduate. Ile has 5 years of Work Proflle & Experience experience in Finance Sector Presently he is
taking care of the administration of Our Company. His dynamic approach in business gíves guidance to our employees in achieving targets in a dynamic and complex
- ____________________________ business environment. Dateof.Joinirìg 25.07.2014
Date of Birth 22.12.1990 DIN 06931392 PAN No. -ï BWQPM299OE
Address 29, Block- Crei. 1-lili Side Road, Pusa, NewDelhi- 110012 ____________________________________
Brief Description of the Business, He is of 24 years having a Graduate degree Work Profile & Ixpeiience and also an expertise ¡n the
the company. His dynamism helps US work as a team with dedication. devotion and deterniination and under his guidance our Company witnessed a considerable and
________________________________________________________ sustained growth and has grown multifold. 1)ate ofJoiiiing 25.07.20 14
- u1] t 4 J ri
Date ofiiirth 15.02.1989
06933359 DIN PANNo. CQOPK2O93M
Address 132, Near Mohata Bhawan, Ward No.5, Sri Dungargarh, Distt Bikaner - 331803 Ele is a graduate. He has joined our Board Brief ikseription of the Business,
Work IroIi1e & 11:xl)eI.ieflce as Non-Executive Independent Director. The Company is largely benefitted with his
____________________________________________ guidance and knowledge I)ate ofJoining 25.07.2014
T PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
_i -'--
Dateof[Iirth _______________ 18/03/1969
DIN _________________________ 00537349
PAN No. ALYPM927OD
Address 3198/15 , Gali No. 1, 4th Floor Sangat
_______________________________________ Rashan Pahar Ganj New Delhi- 1 10055
Brief Description of the Business, MrS. Roopa Devi Murolia experience lady
Work Profile & Fxperience and having good knowledge of administration activities. She has more than
20ycars experience iiì the field of business
______________________________________________ activity ofthe Company
Date ofJoining 30/03/20 15
Ut/icr Benefits
SLrvicc Agreenients with Directors
Our Company hs not entered into any services contracts with any ot our Directors for providing any benefit upon terni i nation of employment.
Remuneration (o Non-Executive Directors
Except as disclosed in this Information Memoriiidum. none of the beneficiaries of loans, advances and sundry debtors are related to Otir Directors. No sitting fee has been paid to the Directors ofour Company in the earlier financial years.
Shareholding of Directors
Except as stated below, none of our Directors hold any Equity Shares as on the date of this Information Memorandum.
I .
Afluí) Verilia 254.500 2.00 2. E)cepak Kuinur 239,250 I .8S
3. Roopa Dcvi NIUR)lia loo o.00i
I TOTAL
I
493,850 1
3.881
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
(rporate (;IfLnce
Corporate (.ìovernance is very important to htiilt conlidence and trust which leads to strong, stable and
long term partnership with the Investors and all oilier Stakeholders. The detailed Report on
implementation ofCorporate Governance Code as incorporated in Clause 49 ofthe Listing Agreement
with tue Stock Exchangels is set out below.
Currently the Board has 4 Directors, ofwhich the Chairman is an Executive t)ircctor. In compliance
with the requirements of Clause 49 of the Equity Listing Agreement, our Company has I n dependent
Directors, on the Board.
Comniiflet'.s o/I/IL' lliarI
The Board has constituted coiniittces of I )irectors, including.
() Audit Committee.
(ii) Remuneration Committee
(ii i) Share holders/Investor's Grievance Committee,
The details ofihese committees as set out below:
Audit Committee
The menibers ofthe Audit Committee are:
i . Mr. Deepak Kuinar - Chairman
2. Mr. Manmohan - Member
3. Mr. AnupVerma - Member
The role OfAUdit Committee includes the review of 1lloving:
s Financial Reporting Process
. Draft Financial Results (Quarterly & Annual)
. Internal Audit Reports
. Record of related party transaction
. Reviewing the company's financial and risk management policies
. Management discussion and analysis of financial condition and results of operations
. Compliance with stock exchanges and legal requirement concerning fThancial statements
s Any other power which are specifically delegated by the board fìoiìi time to time
The role oíthe Audit Committee includes recommending the appointment and removal of Statutory
Auditor, discussion of Audit plan. fixation of Audit fees and also approval for payment ofany other
services.
/t'('!!IIIl!tV(IliUII( ',)!,,,,!i1(C'
l'he Members ol Remuneration Committee are-
I . Mr. Manmohan - Chairman
2. Mr. Deepak Kumar - Member
3. Mrs. Roopa Devi Murolia - Member ;kj7i'
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
Share holders/Investor's (,rievance Committee
The members ofthe Share holders/Investor's Grievance Committee are:
-
I . Mi. Manmohan - Chairman
2. Mv. Deepak Kumar - Member
3 . Mr. A nuîVcrrna - Member
- The role of Shareholdersl Investors Grievances Committee iucludcs the review of fòflowing:
- To monitor the process ofexpeditious transfer ofshares or debentures.
- s To monitor and review the shareholders complaints related to transfer of shares, non-receipt
ofBaance Sheet, non- receipt ofdeclared dividend etc.
-. I To monitor and review from time to time the systcms/ procedures relating to processing of
transfer ofshares. de,nateriaization/ re-matcrializauon ofshare certificates, re-issued of share
certificates against split, canecflation. consolidation and lost share certificates etc.
. To investigate any activity and seek information lrofl any employee of the company, in
discharging its duties.
. To obtain outside legal or professional scrvices, ifconsider necessary.
. To fix the record date for the purposes as required under the Companies act and/or listing
- agreement. . To consider and approve issue of duplicate hirc certificate iii lieu of those reported lost.
. misplaced. torn. mutilated etc.
. .
Any other powers which are specifically delegated by the board from time to time.
-. Vigil Mechanism
Company has also established vigil mechanism for directors and employees to report their genuine
concern or grievance and the audit committee shall oversee the vigil mechanism. The Vigil
mechanism will provide adequate safeguards against victimization of employees and directors who
avail ofthe vigil mechanism.
- Whistle Blower Policy
- The Audit Committee has approved framing of a Whistle Blower Policy and reviews the sanie from
time to time which provides a formal mechanism for all employees of the Company to approach the
- Ethics Counsellor/ Chairiiian of the Audit Committee and make protective disclosures about the
unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The
- Whistle Blower Policy is an extension of the existing Cce of Conduct of the company, which
requires every employee to promptly report to the Management any actual or possible violation of the
- Code or an event he becomes aware of that COLIId affect the business or reputation of the Company.
the disclosures reported are addressed in the manner and within the time fìames prescribed in the
- Policy. Under the Policy.
each employee of the Company has an assured
to the Ethics Counsellor/
-- Chairman ofthe Audit Committee.
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
OUR PROMOTER ANI) PROMOTER GROUP
The Company is promoted by:
i - Surendra Kurnar Jam 555, Double Storey,New Rajindra
Nagar. J
AAHPJ894OK Graduate
New Delhi-I 10060 J
2._
__________________ Virendra Jam 555, Double Storey, New Rajindra
Nagar. AAGPJ33 19P Graduate
NewDelhi-110060 ___________ ______________
:- _________________ Priti Jam
___________
555, Double Storey, New Rajindra Nagar, AAKPJ4836F Graduate
New_Delhi-I_10060 _____________ ____
. -
____________________ !3abita .J1ifl 555, Double Storey. New Rajindra Nagar, AGNPJ6O77B Graduate
________________ Sri Arnarnath Finance
New_Delhi-I_10060 ____ ____________ ____________
Office No.22 Rajindra ParkNew Delhi I I 0060 AABCS19I3J N.A
.- Limited ______ ______________
Sunshine Capital ________________________________________
209 Bhanot Plaza 11, 3 D 13 Gupta Road,New Delhi- AABCSI9I3J
6.
N.A
----- Limited
110055 ____________ ___________
i
1IIL: cictaik ()itIÌC corporate promoter arc as fòIlows-
PAN AABCSI913J
Date oflncorporation 19th FeburaryJ 985
ii Address Office No.22jjpdra Park,New Delhi! 10060
P fI
NaLure of activities: The maui object of the company is to carry
on the business of a
ro i e company established with the object of financing industrial enterprises
Listing Satus __ Sri Arnarnath Finance Limited is listed is Bombay Stock ExchanLirnited.
Th Rtrd nfflirttnrc is im the dtt nfthis Information Mernorandunì
j.
i Board of Directors
Ii: Rajesh Singal
Directoi
a:_ 1anishKapoor Director
i:__ Rakesh Kapoor
Director
4. Surendra Kumar Jam Director
i: Priti Jam
Manajng Director
Sujan Mal Mehta Director
Rajat Gupta Secretary
-
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
dshare hoIding
22.35
Ed share holding
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
AADCSI9I3J
I
Date of IncorporAtion I 1/07/1994
X Address _ 09 _ l3hanot _ Plaza II, _ 3 I)BGqta Road,New _ Delhi- I _ i055 _______
i. Proilk Our Company principal business ¡s that of buying and selling
of securities and providin
funding to our clients for purchase ofsecurities loan against shares and trading in shares &
I securities.
Listing 1a1L1S OSE, JSE and BSE*
I
The Board of Directors as on the date ofthis Information Memorandum
Jì()L iti O t' I)i FCCt()t'S
1. Mr. Surender Kumarjaiii
Mrs. l'riti Jam
Director
-ï--------- M.D
3. - Mr. Sujan Mal Mehta Director
Mr. Rajni
Mr. Anil Prakash __ T _ t _
Director
L!: i TÏrector
Promoter Holding
Naine i;: ofShares Shareholding
Babita _ Jam 2,54,000 I _ .95
Surender _ Kumar _ Jam 1,88, 1 80 1.45
Priti _ Jam 2,73,720 2.10
Virendra _ Kumar Jam 300 0.00
Total Promoter shareholding(A) -716200
Public Holding
l'ruino(crs & Public Shareholding
5.5U
Ç.-gq!Y- Number ofShares Shareholdingin%
I .Body _ Coporatc 5278950 40.54
2.lndividual Shareholders 54 1 650 4. i 6
holding nominal share capital ._---_____ _______
3. Individual Shareholders 6483100
49.79
holding nominal share capital in
_ excess of Rs I Lakh
4.HUF - ________________________
1000 ______
_______________ 0.01
otal Public Shareholding (B)- 12304700
otal shareholding (A+l3)=13020900
r-# t»)
94.50
100.00
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
FiI)lIICiLI I tiforiitat U)fl
Particulars 2014 2013 2012 Authorised
capital_________________ 131,100.000 131 ÌOOE000
_________________
131.100,000
_________________ Equity Capital I 3OE209.000 I 30209,000 I 30209000 Reserves and
Surplus_________________ 9 1 3829423 9O03 I 6. 1 77 909404420
__________________ Profitl(Loss)
. after tax 13513246
__________________ (9088244) 3013701
________________ Earnings per share(Rs.)
________________ I .04
________________ (0.70) 0.23
________________ FaceValue(Rs.)
________________ lo
________________ 10 10
]\14RK ET PRIC E VOI UMIE DATA OF THE PROMOTER GROUP/SUBSI l)JARIES COM NV
1. SRl AMARNATH FINANCE LIMITED .-
Sri Amarnath Finance Limited is listed in Delhi Stock Exchange ltd , U.P Stock Exchange ltd and Rotitbay Stock Exchange. Since the tra(ling facility Suspended in Delhi Stock Exchange ltd , U.P Stock Exchange ltd so there is no
- market price volume data. The Market Pricc/ Volume Data of Shares ofthe Company at Bombay Stock Exchange is -
j Total % Deli. Qty Spread Sprea Open High Low Close No.of No. of Turnover Deliverable to Close
Date Price Price Price Price WAP Shares Trades (Rs.) Quantity Qty ____ Low Open il-
May-
15_ 7.05 7.05 7.05 7.05 7.05 60 3 423 _____ 60 100 0 _____
2. SUNSHINE CAPITAL LIMITED
Sunshine Capital Limited is listed in Jaipur Stock Exchange Limited. Since, the trading fcility is Suspended iii Jaipur .
Stock exchange Limited. so there is no market price volume data.
RELATED PARTY TRANSACTIONS
For details of the related party disclosures, as per the requirements tinder Accounting Siniidard i S "Related Party - Disclosures" issued by the Institute of Chartered Accountants iii India and as reported iii the restated financial information, please see the chapter entitled "Financial Statements ofour Company" ofthis Information Memorandum.
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
SECTU)N IX.- FINAr«1AL INFORMATION
I fl(IeI)Cfl(ICIlt Auditor'S Report
Io the Members of Ni/S SHALIN) hOLDINGS LIMITED
Repon on fJ,ç Fhl(1,,c/(,/ St(:tc'n?eI?I.c
-
V(: have audited the accompanying financial statements of' MIs SIIALINI HOLDINGS LIMITED - which comprise the BaJance Sheet as at March 31, 2015 and the Statement ol Prolit and Loss, the
Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other éxplanatory information.
tfii,u:e,,,e,,t's Rc'si,o,z.si/ilhi/v for tile !,,;aiuia! S1(IIeb',e,Its
The Company's Management is responsible for the matters in section 1 34(5) of the Companies Act, 201 3 (the Act) with respect to preparation of these financial statements that give a true and fair view ofthe finaiìcia position. financial performance and cash flows ofthe Company in accordance with the
- accounting principles generally accepted in India. including the Accounting Standards specified under section 133 the Companies Act, 2013 read with rule 7 of Companies (Accounts) Rules, 2014. This
- responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the act for the safeguarding of Assets of the company and for preventing and detecting
- the frauds and oilier irregularities, selection and application of appropriate accounting policies, making judgments and estimated that arc reasonable and prudent and design. implementation and maintenance of internal tìnancial control, that were operating effectively for ensuring the accuracy and completeness pf the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether
-
due to fraud or error.
A I1(lifor 's Respo,,sibilit
Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the act, the account ing and Auditing standards and matter which are required to be included in the audit report under the provision of the act and the rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under section 143 (10) of the act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as vcll as evaluating the overall presentation ofthe flnancia) statements.
We believe that the audit evideiice we have obtained is iient and appropriate to provide a basis foi our audit OI)IIlIOfl n the fìiinctal
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
-- Opiiiio,z
- In our opinion and to the best of our information and according to the explanations given to us, the financial statemeilts give the information required by the Act in the maimer so required and give a true and fair view in confonity with the accounting principles generally accepted in India:
- (a) In the case ofthe Balance Sheet, ofthe state ofaffairs ofthe Company as at 3 1 March. 2015;
- (b) In the case ofthe Statement ofProfit and Loss, ofthe Loss for the year ended on that date; (C) Iii he case ofthe Cash Flow Statement, ofthe Cash Inflows for the year ended on that date;
Report Oli oilier Lej'af mu! R'j.iila!orr Require!?wIz/s
i . As required by the Conpanies (Auditor's Report) Order. 201 5 ("the Order") issued by the Central Government ofindia in ternis ofsub-scction (1 1) ofsection 143 ofthe Act, we give in the Arinexure a statement on the matters specified in paragraphs 3 and 4 ofthe Order.
2. As required by section 143(3) ofthe Act. we report that:
- a) we Iiavc soi.1ìt and obtained all the infornation and explanations vhich ii the best of our knowledge and E)cliefwere necessary for the purpose ofour audit:
b) in iir °P»' 1)roper books of account as required by law have been kept by the ()ulpany so far as appears from our examination ofthose book;
e) the Balance Sheet. Statement ol' Proflt and Loss, and casti flow Statement dealt vifli by
- this Report are in agreeiììcnt with the books of account:
- d) in our opinion, the aforesaid Iinancial Statements, comply with the Accounting Standards specified under section 133 ofthe act. react with 7 ofCornpanies (Accounts) Rules. 2014.
e) The Provision of Section 73 of the Companies Act. 2013 are not applicable to the -- Company.
- t') on the basis of riftcfl representations received from the directors as on 3 1 March, 2015,
- and taken on record by the Board of Directors, none of the directors is disqualified as on 3I March, 2015. from being appointed as a director in terms ofsection 164(2)ofthe act.
FOR AA SG& CO. -
(CHARTERED ACCOUNTANTS) - FRN : 025660N
- SI)!-
CA. AMJT ACARWAL -
(Partner)
- M.NO. 518399
Place: Delhi -
Date : 27.05.2015
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
ANNEXURE 'I' TO THE AUDITOR'S REPORT
The Annexure referred to in our report ofeven date to the members ofCornpany named as at and for the year ended 3 1 st March, 20 i 5, we report that:
I . There is no Fixed Assets in the company.
2. The company does not have any inyentories as at the date ofthe Balance Sheet because all its purchases ofshares etc. has been shown in tinder the head of iswestment.
3. (a) In our opinion and according to the information and explanations given to us, the company has not granted any unsecured loans to the companies, firms or other parties covered in the register maintained under section 1 89 ofthe Companies Act, 2013.
(b) In View ofthe facts mentioned in Point No- a. above the provisions ofclause regarding reasonableness of interest charges or paid are flot applicable to the company during the year under report.
4. In our opinion and according to the infòrmation and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to I)LIrchaSeS of stock-in-trade of shares, debentures, commodities and other similar securities, fixed assets and lòr the sale of such stock-in-trade and services. Further, on the basis of our examination of books and records of the company and accordmg to the infonnation and explanations given to us, We have neither come across nor have been informed ofany continuing failure to correct major weaknesses in the aforesaid internal control system.
5. In our opinion and according to the infòrrnation and explanations given to us , the company has not accepted deposits as the company is a non banking Financjal company the provision ofscetion 73 & 74 are not applicable.
6. We have been inlòrmed that mainenance of cost records has not been prescribed by the Central Goveruiìicnt ofthe Companies Act, for the year under review.
7. (a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax. Sales Tax, Service Tax, and any other statutory dues with the Appropriate Authorities.
(b) There is no pending disputed ofany Authority said above.
The ('ompany has no accumulated losses. The company has not incurred cash losses during the financial year covered by our audit, as vell as iii the immediately preceding financial year.
9. Since the company lias neither taken any loans from a financial institution or a bank nor issued any debentures, hence the provisions ofparagraph 4 (xi) ofthe order regarding (lCf'ault in repayment olducs to a tnancíal institution or bank or debenture holders doesn't arise.
.
4 PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
lo. According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from a bank or financial institution.
I I . According to the information and explanations given to us. We report that the company has not raised any term loans during the year.
12. Based on the audit procedures perfonned and the information and explanations given to us. We report that no fraud on or by the Conipnv has been noticed or reported during the year, flor have \Ve bccti infornied ofsuch case by the management.
FORAASG&CO. - (CHARTERED ACCOUNTANTS)
- FRN:025660N SD/-
CA. AMIT AGARWAL (Partner) M.NO. 518399
Place: I)elhi
I)ate : 27.05.2015
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
BALANCE SHEET AS AT 31-03-2015 (IN )
PARTICULARS NOTE . AS AT
NO. 31ST N1ARCII,2015 31ST MARCH2014 ____________________________________ EQUITY AND LIABILITIES
I Shareho'ders Funds
(A) Share Capital 2 127,480000 127,480000
(B) Reserves And Surplus 3 I . I I 7,2 1 7,54 1 1 , I i 6,527,100 2 Çurrent LibiIities
(A) Other Current Liabilities 4 6742 4,494 (B) Short icrni Provisions 5 19174 135965 TOTAL ______ 1,244,895,957 f244..147S59 ASSETS
i Non-Cuncnt Assets
(A) Non-Current Investments 6 I ¿38.982.00O .23»2,OO() (B) Long-Tenu Loans And Advances 7 2.704,1 74 2,827.965
(C) Other Non Current Assets 8 453. 1 58 -
2 Current Assets
(A)StocklnTrade 9 438.104 810.450 (13) Cash And Cash Equivalents 10 2.3 1 8.52 I 1,073,986 (C) Short-Term Loans And Advances 1 1 - 453.158 TOTAL _______ I .244,895,957 1 244.147,559
,cIsvdu!.c rt'ft'rred to abovt' and s:olc attached l/s're tojorit: wt ¡?:Ic'gra/ pur( f Ra/unte SIveti
In Terms OfOur Report Of Even Date Annexed
FOR A ASC& CO.
(Cl IARTERED ACCOUNTANTS)
FRN : 025660N
SD!-
CA. AMIT AGARWAL
(Partner)
M.NO. 518399
Place: 1)dhi
Date : 27.05.2015
'. fN_ i
ii_ t
f\T' L\
FOR SlIAL1NI D!NGS LIMITED
SD'-
ANUP VERMA
(Managing Dfrcctor)
DIN.06818748
SD!-
I)EEPAK KUMAR
(Director)
I) IN .06933359
SD!-
POO.Jì M1TFAL
(Company Secretary) M. No. A38988
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
STATEMENT OF PROFIT & LOSS FOR TI-lE YEAR ENDED 31-03-2015
(IN '1
PARTICULARS NOTE Current Period Previous Period
NO. 2014-2015
34. 1 60.055
2013-2014
1 32O,8OO
________________________________________ Revenue From Operations 12
Total Revenue 34160,0S5 1J20,800
Cost ofTrading Goods 13 31,212J40 1320,800
Change in Stock In Trade 14 372,346 (810,450)
Other Expenses iS I569.663 96,912
33,154.149 607,262 Total Expenses
Profit Before Tax 1,005,906 713,538 Tax Expense
('titrent Fax 3 1 5,465 135,965 MAT Credit Entitlement -
( I 35,965)
Defèrred Tax - -
690,441 713538 Profit (Loss) For The Period
Earning Per Equity Share
Basic 0.05 0.06 Diluted
________ 0.05 0.06
- In Terms Of Our Report Of Eveti I)ate Annexed
-
FORAASC&CO. - (CHARTERED ACCOUNTANTS)
- FRN : 025660N
SD/- CA. AMIE AGAR\VAL (Partner) M.NO. 518399
- Place: Delhi
Date : 27.05.2015
FOR SII LDINGS LIMITED
SD/- SD/- ANUP YERMA DEEPAK KUMAR
(Managing Director) (Director) DIN.068 i 8748 DIN.06933359
SD/-
POO.JA MITrAL (Company Secretary)
M. No. A38988
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
tASEI F1O\\ '1A1'EMINT FORTHE YEAR :NDt:l)31'I' MARCh, 2015
t ' In Lacs
PARTICULARS 2()14-15 2OI3-4 ___ A. CAStI FLOWS FROM OPERATION ACTIVITIES:
Net Profit Before Tax And Extraordinary kerns O.OÓ 7 1
Adjustments For: Preliminary Expenditure Written OtT -
Operating Profit Betre Working Capital Changes t (J.OL _______ 7 14
A(I.jlI%1 JilCilts For
Increase1L)ecrease In Current Assets 3.72 (8.10) Increase/Decrease In Long-Term Loans And Advances I .24 -
IncreasefDecrease In Current Liabilities 0.02 - lncreaselDecreáse in Provision for Taxation ( I .3Ó -
(0.97) Generated From Operating Activities 362
(124) DirectlaxPaid -
12.45 Net (ìh Fi'om Opei-iiing Activities (O.97)
u. (AIt FlOWS FROM INVESTING ACTIVITIES Furchase/Sale of Investment - -
- Net Cash From lnvest,ncnt Activities -
( ,. CASH FLOWS FROM FINANCING ACTIVITIES Receipt Against Loans & advances Given - -
- ¡Set Cash Frotii Iii Financing Activities -
12.45 (0.97) NET INCREASE IN CASH ANDCASH F.QUVA[IENTS
CASH & CASI I EQUIVALENTS (()txiuin Ralance) _______ 10.74 1 1.71
23.19 10.74 CASH & CASH EQUIVALENTS (Closing Balance)
NOTE : NEGATIVE FIGURES HAVE BEEN SHOWN IN BRACKETS.
I ii Tcrnis Of Ou r RC1)Orl ( )t I'ven I)ate Annexed I-OR A A S ( & ('().
(CH,RTERED AC(:OUNTANTS) FOR SHALINI HOLDIN(;S LIMITED IRN : 025660N
SDI-1« kt)Ck'
CA. AMIT ACARWAI. t:i' VF.RMA DEEPAK KUMAR (Partner) (Managing Director) (1)ircctor) M.NO. 518399 I)!N.06818748 DIN.06933359
SD/-
I)ate : 27.05.2015 (Company Secretary)
POOJA MITTAL Place: Delhi
M. No. A38988
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
Notel: SICNIFCANT ACCOUTING POLICIES
(a) Basis for preparation of Accounts:
- The Financial Statements of the Company are prcpare(I and presented under thc historical
- cost convention, on the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") in India, mandatory accounting standards, as specified in
- the Companies (Accounting Standards) Rules. 201 4 and the provisions of the Companies
- Act, 201 3, to the extent applicable, and as adopted consistently by the Company.
-. '[he Company is a Small and Medium Sized Company ("SMC') as defined in the General Instructions in respect of Accounting Standards notified under the Companies Act, 2013.
- Accordingly, the Company has complied ith the Accounting Standards as applicable to a
- Small and Medium Sized Company.
All assets and liabilities have been classified as current or non-current as per the criteria set out in the Revised Schedule VI to the Companies Act. 2013. Based on the nature business the Company lias ascertained its operating cycle as I 2 months for the purpose of current - noncurrent classification ofassets and liabilities.
(b) Use of Estimates
Ehe preparation of financial statements ¡n conformity with generally accepted accounting principles 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 the result ofoperations during the reposting year end. Although these estimates are based upøfl management's best knowledge ofcurrent events and actions. actual result could diffi.r from these estimates. Any revisions to the accounting estimates are
- recognized prosptively in the current and future years.
- (c) Investment
Long-term investments are stated at cost. Provision of diminution in the value of long-term investments is made only if such a decline is other than temporary in the opinion of the management. As in case ofour company such decline is presumed to be temporary hence no provision has been created.
(d) Accounting of Inventories:
(i) Finished goods goods for trade and stores, spares, etc. arc valued at cost or net - reali7able value, whichever is lower. Materials and supplies held for use in
- production of flnished goods are not written down below cost if' the finished products in which they will be incorporated are expected to be sold at or ahvc cost.
.-.
(ii.) Gocds in transit are valued at cost to date.
-. (lii) 'Cost' comprises all costs of purchase. The cost formulae used is either 'lrst in lirst out', or 'specific identiflcation', or the 'average cost', as applicable.
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
I
(e) Revenue Recognition
() Revenue!Income and Cost/Expenditure are generally accounted for on accrual as they - are earned or incurred. except in case ofsignificant uncertainties. However. where the
ultimate collection of the saine lacks reasonable certainty revenue recognition us - postponed to extent of uncertainty.
(ii) Sale of goods is recognized on transfer of significant risks and rewards of ownership - which is generally on the dispatch of goods and are recognized net of discounts,
- rebates.
- (iii) Dividend income on investments ¡S accounted for as and when the right to
receive the same is established.
(t) Employee Benefits
- Company do not follow the provision of the accounting Standard- I 5 Eniployce benefits" as
the company do not have employee more than I O personneFs. So it is the policy of the -
company that any kind ofprovision mentioned in the AS -15 will not be entertained. And the company does ¡lot make provision for gratuity also.
In case the colllpanv's einploee limits goes beyond the prescribed limits then AS-15 for Employee bcnelits will be Laken lino consideration.
(g) Provisions, contingents Liabilities and contingent Assets:
(i) A Provision is recognized when the company has present obligation as a result of past event and it is probable that outflow ofresources will be required to settle the obligation and in respect of which a reliable estimate can be made. Provisions are not discounted to their present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.
(ii) Contingent Liabilities are disclosed separately by way of note to financial statements after careful evaluation by the managements ofilie facts and legal aspects ofthe matter involved in case of
(a) a present obligation arising from the past event. when it is not probable that an - outflow ofresources will he required to settle the obligation.
(b) A possible obligation, unless the probability ofoutfiow of resources is remote.
(iii) Contingent Assets are neither recognized. nor disclosed in the financial statements.
- (Ii) Taxation
- Provisions l)r current tax is made in accordance with and at the rates specified under the
- Income Tax Act. 1961, in accordance with Accounting Standard 22- Accoiinting for taxes on
- Income', issued by tile Institute oîChartered Accountant of India.
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
- (i) Earning per share
- Basic earning per share is calculated by dividing the net proflt or loss for the year ait rihntable
to equity shareholders (after deducting attributable taxes) by the weighted averages number of -
equity shares outstanding during the year.
- For the purpose of calculating diluted earning per share, the net profit or loss for the year
-- attributable to equity shareholders and the eìghtcd average number of shares outstanding during the year are adjusted for the effects ofall diluted potential equity shares.
(i) Cash and Cash Equivalents
Cash and cash equivalents in the cash flow statements comprise cash at bank and in hand and
highly liquid investments that are readily convertible into known amount of cash.
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
Notes to Financial S1tcriients
NOTE 2. SHARE CAPITAL IN
.
PARTICULARS AS AT AS AT
__________________________________ 31ST MARCH 2015 31ST MARCh 2014 -
Authorised Share Capital -
I 3,000,000 ( Previous Year I 3,000,000) E(ÌUdY Share of ' 1 0 Each I 30,0O0000 i 30,OO000
I 30,000,000 130,000,000
Issued, Subscribed & Paid up Share (apital
Shares at the end oíthe Accounting Period 12,748,000 (Previous Year 12,748,00()) Equity Shares of ' 10/- h275480,000 127,480,000
Total 127,480,000 I 27,480,000
2. 1 The company has only one class ofequity Shares having Par Value ol' ' 1 0 per Share. All these Shares have Same -. right & preferences with respect to payment of dividend, repayment of Capital & Voting.
2.2 The reconciliation ofthe number ofShares outstanding is set out Below
PARI'ICULARS AS AT 31Si \IARCI-I 2015
AS AT 31ST MARCH 2014 ______________________________________
F(1Ui(y Shares at the beginning oftbe year 12748,OOO 12,748,000
\I : Issued during the year - -
I quity Sloeres at the cnd ofthe Year !2?48,000 12,748,000
2.3 Shares In The Company Held By Each Shareholder Holding l'Slore Than 2% shares
Naine Ot the Shareholders
ASAT 31ST MARCH 2015
ASAT 31ST MARCH 2014
-
%oI -
IO 01 'IV1fl ' Shares No. OfShare
held No. Of Share
held ______________________ _________________________________________
Sunshine Capital Liiiiicd 2.94 375.00()
_____________
14.90
_________________
1.900,000
Sri 1\iitriiatIì liiiarìce I id. __________ - - 5.57 _______ 7 1 0,300
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
NOTE 3: RESERVE & SURPLUS IN'
PARTICULARS AT 31ST MARCH 2015
AS AT 31ST MARCH 2014 _____________________________
Securities Premium Account At The Beginning Of The Accounting Period 1. 12 i .25OOU() I , I 2
Additkn during the Year ____________ - -
At The End Ofîhe Accounting Period 1,121,25O00O I,121,25OOOO
Surplus At The Beginning OfThe Açcounting Period (4,7229OO) (5,436,438)
Additions 1)uring The Year 69O44 i 7 1 3,538 (Balance In Statement OfProfit & Loss) Transfer l'o Reserves ________ __________
At The End OfThc Accounting Period (4,O3245 (4.722,900)
Grand Total 1,1 l72I 7,541 1,116,527,100
CURRENI' LIABIL1TES:
NOTE 4 : OTHER CURRENT LIABILITIES
PARTICULARS ______________________________
AS AT 31ST MARCH 2015
Expenses Payable 6,742
Total 6,742
NOTE 5 : SHORT TERM PROVISION
IN'
ASAT 31ST MARCH 2014
4,494
4,494
IN'
PAR'li(IILARS ___________________________________
AS AT 31ST MARCII 2015
AS AT 31ST MARCH 2014
Provision for 1'axation 191674 135.965
(rand l'otal 135,965 !4
rç)QPÇf' PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
NOTE 6: NON CURRENT INVESTMENT EN'
PARTICULARS AS AT AS AT 31ST MARCH 2015 31ST MARCH 2014 _______________________________________
Quoted Equity Shares
1582020 SkaI Leasing & Finance Limited of' 10/-each 537,770,000 537,77OOOO
9()O()OO Genesis Developers & Resorts Limited of ' I 0/- each 90000000 9O,OOOOOO
Unquoted Equity Shares
i 2000 Blue Bell Finance Ltd. of ' I O I-
each l2l2,OOO 1,212,000
488000 .
Prism Securities Pvt. Ltd. of
I 0/- each 6 1 0,000.000 6 I O,O0OOO()
'Fotal i ,238,982,000 I 238,')82,O00
* As the company has invested in Quoted shares. The market value ofthese can not be figured out. Thus market value of the company is not given in the flutancial statements.
NOTE 7 : LONG TERM LOAN & ADVANCES
PARTICULARS _____________________________________
AS AT 31ST MARCH 20 1 5
AS AT 3 1 ST MARCH 2014
Unsecured Loan Loans at agreement values less installment received (include overdue Amount)
Standard Assets 2,ó92OOO 2,69200O Other Loans & Advances
MAT Credit Entitlement L, I 71 135965
Foti1 27O4q174 2,827,965
NOTE 8: OTHER NON CURRENT ASSETS IN'
PARTICULARS _____________________________________
AS AT 31ST MARCH 2015
AS AT 31ST MARCH 2014
Balances with Revenue Authority 453. 1 5 -
(;iiiid 'bld! 5.5_'.1(:Jt 453,158 -
c3::ic.Lrç \\
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
NOTE 9: STOCK IN TRADE
PARTICULARS A Vi' 31ST MARCh 2U1
AS AT 3151' MARCH2014 __________________________________________
Stock inTrade 438.104 810,450
'lotal 438,104 810,450
NOTE 10: CASh & CASH EQUIVALENTS IN'
PARTICULARS AS AT 31ST MARCH 2015
AS AT 31ST MARCH 2014 ________________________________
( ;iì iii I lanci 699, 1 25 1,073,986
Ilank balance with Current account 1,619,396 -
TotiI 2J18,521 1,073,96
NOTE 11 : SlIORT TERM LOAN & ADVANCES IN
AS AT PARTICULARS 31ST MARCH AS AT
2015 31ST MARCH 2014 _____________________________________ Ratance from Revenue Authorities -
-
453,158
453,158 Total
NOTE 12 : REVENUE FROM O1'ERAi'ION IN'
PARTICULARS ASAT
31ST MARCH 2015
AS AT 31ST MARCH 2014 ______________________________________
Sale ofSharcs 891.495 1,320,800 Sale offabrics 3,268,560 -
(rantl Total 34,160,055 1,329,800
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
NOTE: 13 COST OF TRA DINC COODS IN
ASAT PARTICULARS 31ST MARCH AS AT
2015 31ST MARCH 2014 ________________________________________ Purchases of Shares - I ,320,gOO
Purchases of fabrics I 2 12,140 -
Totil 31,212,140 1,320,800
NOTE: 14 CHANGE IN STOCK IN TRADE IN
ASAT PARTICULARS 31ST MARCH AS AT
2015 31ST MARCH 2014 ________________________________________
Balance al the beginning of the year 8 1 0,450 -
Balance at the Closing ofthe year 43,104 810,450
Grand Total 372,346 (810,450)
NOTE : 15 OTHER EXPENSES
PARTICULARS
Advertisement Expenses Audit Remuneration Bank Charges Trading Expenses
Conveyance Expenses Interest on taxes
Legal & Professional charges Listing Compliance Charges Postal Charges
Printing & Stationery ROC Compliance Charges
I()t11
AS AT 31ST MARCH
2015
59,240 6,742 1,337
400 15,369
I 5 012 I 12,360
1,301,410
7,500
29,893 20400
1,569
IN
ASAT 31ST MARCH 2014
54,800 4,494
i .000
22,500 5,618
8.500
912
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
16. Previous years figures have been reworked, regrouped. & reclassified wherever necessary to coufinu to the current year presentation.
17. Balance standing tó debi,t & credit of parties are subject to eonfltmation.
18. In the opinion of Board of Director, the current Assets, loans & advances hae a value ou realization in thc ordinary course of business at least equal to the amount at vhich these are stated.
19. As per AS-13, all long term investments are to be carried at cost less diminution ¡u the value - except for temporary diminution.
.- 20. As per the Provision of AS-2, Accounting of Inventories, Stock in trade should be valued at cost or market price whichever is lower, so that the company has valued it's currently - purchased all stock in trade at less value that is cost.
21. Any provision no longer required written back.
- 22. The company's business activity falls within single primary/ secondary business segment - trading in fabric & textiles viz. . The disclosure requirement ofAccowitiug standard (AS) -17
Seginent Reporting "issued by the Institute of chartered Accountants of India, therefore is _ not applicable.
- 23. Related Party Disclosure:
- As per Accounting Standard I 8 on related Party disclosure issued by the Institute of chartered
-. Accountants of India. there is no related party transaction recognized during the year.
24. Earning per Share "AS-2O' issued by the Institute ofchartered Accountants of India;
Particulars
_____________________________________________
Year ended March 31, 2015
Year ended March 31, 2014
(A) Profit after taxation as Statement of Profit and Loss (in ')
-Ï
690,44 1 7 I 3538
Weight Average number of equity Shares outstanding during (lie year
i 2.748.000 12.748,000
(U) Nominal value ofEquity shares (in ') 10.00 10.00
(D) Basic Earning per Share 0.05 0.06
(E) Diluted Earning per share 0.05 0.06
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
25. Payment to Auditor 2014 -2015 20 1 3 - 2014
Audit Fee 4,494/- 4,4941.-
26. There are no micro, Small and Medium Enterprises. to whom the Conipany owes dues which
outstanding for more than 45 days as at 3 I March 20 1 5. This information as required to be
disclosed under the micro, small and medium Development Act, 2006 has been determined to the extent such parties have beeii idezitified on the basis of information available with
C()Iul pany.
In terms ofOur Report ofeven date annexed.
FOR AA S G & CO. (CHARTERED ACCOUNTAINIS) FRN 025660N
SD/-
CA. AMIT AGARWAL (Partner)
M.NO. 518399
Place: New Delhi Date: 27.05.2015
FOR SHALINI HOLDiNGS LIMITED
4#r (-:ï)1x4 C),i&1&
SDI- SD/-
ANIJP YERMA Dl:F:l'AK KUMAR (Managing Dircctor (I)ircctor)
DIN: 06818748 I)IN: O(,933359
S I)!-
POOJA M ITTA L
(Company Secretary) (M. No. A38988)
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
)N X -OtTSTAÑD1NC LITI(;ATIC
- Except as stated herein, there are no outstanding or pending litigation. suits, civil prosecution, criminal proceedings or tax liabilities against our Company. our Directors, our Promoters and Group Companies and there are no defaults, non-payment of statutory dues, over dues to banks and financial institutions,
- defaults against bank and financial institutions and there are no outstanding debentures, bonds, fixed deposits or preference shares issued by our Company; no default in creation of full security as per the terms of the issue. no proceedings initiated for economic or other offences (including past cases where ienalties may or may not have been awarded and irrespective of whether they are specified under paragraph (I) ofPart I ofSchedule XIII ofthe Companies Act, 1956), and no disciplinary action has been taken by SEBI or any stock exchanges against our Promoters, our Directors or Group Companies.
CASES FILED BY OUR COMPANY
- Civil Cases
There are no civil proceedings filed by our Company.
Criminal Cases
l'here are no criminal proceedings tiled by our Company.
Il. Outstanding litigations ofinvolving the Promoters/ Promoter Companiesl directors of Promoter Companies
- and Croup Companies:
_ (A) All pending litigations in which the Promoters1 Promoter Companies! directors of lromoter Companies are involved
NIL
--
(B) All pending litigations in which the Group Companies/ directors ofOroup Companies are involved.
NIL
- (C) List ofall defaults to ihe financial institutions or banks by Promoters/ Pmmoter Companiesì directors of Promoter Coiìipan les.
. NIL
- (D) List of all defaults to the financial institutions or banks by Group Companies/ directors of Group Companies.
- NIL
(F) 1 ist of all non-payment of statutory dues by Promotcr' Promoter Companies! directors of Promoter Companies.
NIL
I I ist ofall non-payment ofstatutory dues by Group Companies/ directors ofGroup Companies.
NIL
\L
7i1
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
(G) List of aH dues towards instrument holders such as debt instrument holders, fixed deposits and arrears on cumulative preference shares by Promoters! Promoter Conipanies! directors of Promoter Companies.
NIL
(H) List of all dues towards instrument holders stich as debt instrument holders, fixed deposits and arrears on cumulative preference shares by Group Companies! directors ofGroup Companies.
NIL
(I) List of proceedings initiated fòr economic ot'fences or civil offences (including the past cases, if found guilty) by Prornoters/ Promoter Conipanies! directors ofPromoter Companies.
NIL
(J) List of proceedings initiated for economic offences or civil offences (including the past cases, if found guilty) by Group Companies! directors ofGroup Companies.
NIL
(K) List of all disciplinary action taken by SlI3! or recognised stock exchanges against the Promotcrs/ Promoter Colpaf1iesJ directors of Promoter Coni panics.
NIL
(L) List of all disciplinary action taken by SEBI or recognised stock exchanges against the Group Companies! directors of Group Companies.
NIL
(M) List of Cases of pending litigations. defaults, etc. in respect of group companies with which the Promoters/ Promoter Companies! directors of Promoter Companies, vere associated in the past but are no longer associated, in case their name(s) continue to be associated with the particular litigation(s).
NIL
(N) List of past and present litigationsl defniltsJ ovci dues or labour pro1)le11s closure etc., fliced by the Group Companies.
NIL
(0) All the litigations against the Promoters Promoter Companies/ directors of Promoter Companies involving violation of statutory reguintions.
NIL
(P) All the litigations against the Group Companiesi directors of Group Companies involving violation of statutory regulations
NIL tT&
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
(Q) i\II the litigations against the Promoters! Promoter Companies! (lilectorS of Promoter Companies alleging criminal offence.
N I L
(R) All the litigations against the Group Companiesi directors of Group Companies alleging criminal offence.
NIL
(S) List of adverse findings. if any. in respect of the persons/entities connected with our Company/ Promoters! Promoter Companicsl directors of Promoter Companies! Group Companies! directors of Group Companies as regards compliance with the securities laws.
NIL
-'C
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
- SECTION XI - LICENSE & COVERNMENT APPROVALS
- Tue Company has received the necessary conseus, licenses, permissions and approvals from the Government ofhidia and various governmental ageick's requiredjor I/iepn'senl busi,,ess (us applicable
-. On date of this Information Memorandum) and except mentioned below, tio firi/ier approvals are
requiredfor carrying on the existing business and expansion plans. Ji illusi be distincily understood that. in granting these approvals. the Government of/nc/ia (loes flot take cmy responsihililyjor the company financial soundness orfor the correctness of any of the statements made or opinions expressed in thLc behalf
- In view of the approvals ct/ready ol,tc,ined. the Company can uiideriake this issue cit:cI the current! proposed business activities and izo further ?flajor approvals from any governmental or regulatory (lulliority or aîv other entity are required to undertake the Issue or continue the business activities, - except the pending approvals menliopieci below. Unless otherwise stated, these approvaJ. are all valid as of the date of this Information Memorandwn. The following statement sets out the details of licenses, permissions and approvals :akeii by 11w ('ainpany under various central and state lawsfor carrying out
- its /)USÌflCSS.
I . A PI)I'IS I n I(elation To our ('ornpany s I ncorporat 14)11
II. Approvals for the Listing
Our Board of Directors lias approved the Direct Listing pursuant to resolution passed at their mcetingheld on 12th March. 2015.
- 111, 1PProvals in relation to our business
Our Company is required to obtain wirious approvals iii relation to our business. The registrations and approvals obtained by our Company in respect of our business in india include the following:
;.
-7-?
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
. SECT1ONX!I - PURPOSE OF LISTING
The entire Equity Share Capital of the Company is currently listed at Delhi Stock Exchange Limited
(DSE) which has been derecognized by SEBI VIDE CIRCULAR - NO.WTM/PS/45/MRD/DSA/NOV/2014 dated 19th November, 2014 and Ahmedabad Stock Exchange
- Limited (ASEL) However, since no trading platform is available on any of the mentioned stock
exchanges. the trading ofthe securities of the Company is not ctrried out in these stock exchanges. Since - the Bombay Stock Exchange Ltd. (BSE) ¡s thc world's No. I cxchangc in tenus of listed companies (over
5000) providing a host of services to capital market participants including risk management, clearing, - settlement, market data services and education, nation-wide trading terminals and also has a global reach
- with customers around the world with a nation-wide presence, getting the Company listed at BSE will
provide the members of the Company, investors and/or traders, the facility to trade in the shares of the
company, better liquidity of funds, help in mobilizing savings for economic development as vell as
protect the investors interest by ensuring fLu) disclosures. Further considering the followings benefits of
listing, the Management has got motivated to get the securities ofthe Company listed on BSE*:_
a.) Fund Raising and eNit route io investors: - Listing provides an opportunity to the Corporate I entrepreneurs to raise capital to Fund new
- projects/undertake expansions/diversifications and for acquisitions. Listing also provides an exit route to private equity investors as well as liquidity lo the ESOP-holding employees.
b.) Ready Marketability of Security: Listing brings in liquidity and ready marketability ofsecurities on a continuous basis adding prestige and importance to listed companies.
-
e.) A1)ilit'S tu raise further capital:
- An initial listing increases a companyts ability to raise further capital through various routes like
preferential issue, rights issue. Qualified InstitUtional Placements and ADR'GDRs/FCCBs, and in the - process attract a wide and varied body of institutional and professional investors.
Supervision and Control ofTradiiig ¡n Securities: The transactions in listed securities are required to be carried uniformly as per the rules and byelaws of
the exchange. All transactions in securities are monitored by the regulatory mechanisms of the stock exchange, prevenhing unfir trade practices. lt improves the confidence of small investors and protects
- them.
-
e.) Fair Price for the Securities: -
The prices are publicly arrived at on the basis of deniand and supply: the stock exchange quotations are generally reflective of the real value of the security. Thus listing helps generate an independent valuation of the company by the market.
f) 'I'imclv Disclosure of' Corporate Information: The listing agreement signed with the exchange provides for timely disclosure of information relating to
- dividend. bonus and right issues, book closure, facilities for transfer, company related information etc by the company. Thus providing more transparency and dijo investor confidence.
i 'Q
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
g.) CoIJateriI V 4t1 uc of Securilies: Listed securities are acceptable to lenders as collateral for credit ficilities. A listed company can also
borrow from financial institutions easily as it is rated favorably by lenders of capital the company can
also rdise additional funds from the public through the new issue market with a greater degree of
assurance.
h.) Belier (orporate Practice: Since the violation of the listing agreement entails the dc-listing/suspension of securities from the rings
ofthe exchange, the listed companies are expected to follow fair practices to the advantage of investors
and public.
i.) Benefits to the Public: The data daily culled out by the stock exchange in the form of price quotations and others; provide
valuable information to the public which can be used for project and research studies. The stock -
exchange prices can be an index of the state of the economy. Financial institutions. NRIs, individual
- investor's etc. can take wise decisions before making investments.
-'o
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
4SECTION XIII - OTHER INFORMATWN j
MATERIAL CONTRACTS AND DOCUMENTS FOR JNSPECTION
The copies of the following contracts which have been entered or are to be entered into by our
Company (not being contracts entered into in ihe ordinary course of business carried on by our
Company or contracts entered into more than two years before the date of this Information
Memorandum) which are or may be deemed material have been attached to the copy of the
- Information Memorandum delivered to the ROC for registration. Copies of the above mentioned
contracts and also the documents fl,r inspection referred to hereunder. may be inspected at the
Registered Office between 10:00 a.tn. and 04:00 p.m. on all Working E)ays.
I . Certificate of Incorporation ofthe Company
2. Certificate for Commencement of business
3. Copy of Board Resolution for approva I of Direct Listing dated I 2th March, 2015
4. Agreement between NSDL, our Company and the Registrar to the Company dated I 3thi Feburary,
2015. 5. Agreement between CSDL, our Company and the Registrar to the Company dated 261h
Deceniber, 2014. 6. The list oldocuments is given here under as per the requirement ofihe Direct Listing Norms:
- - Annexure I of Direct listing Norms as downloaded from the BSE website
-3 Certificate of Managing Director/Company Secretary that company complies with the I)irect
-. listing norms of BSE Ltd.
.-). Undertaking from the Managing Director/ Company Secretary
- -). information Memorandum
-). Copy of MOA and AOA -
-9. Copies of aH prospectus issued by the company for the issues made in the past and other offer
documents issued during the last 5 years -
.4. Annual Report ofLast Five Years
-.) Quarterly results of the company. in clause 4 I fòrmat
-4 Shareholding Pattern as per Clause 35 ofthe Listing Agreement
.-' -3 Secretarial audit report for the latest (luarter
-s. Detail of Promoter Group! subsidiary companies listed on BSE/ Other Recognized Exchanges
-. ,-+ Details of Shareholding of Promoter and Promoter Group
.-+ The details of the company's equity shares if any. which are issued but not yet listed and the
reasons thereof
-
-4. Details of PAN/ DIN/ TAN of the cornpanyfdirector promoters/ promoter gtoup/ compliance
officer
- -4 Undertaking from the Managing Director and Company Secretary ofthe Company stating that the
company was never listed on BSE in any of its old or present names and has never been de-usted
- by RSE. .-+ Certificate of MD
- -4 Compliance Status by Company
-+ Net Worth Certificate -4 Distributable Profit .4 NOC from Stock Exchange
- -4 Scores Entity Status
- Any of the contracts or documents mentioned in this information Memorandum may be amended or
modified at any time ii so required in the interest of our Company or if' required by the other parties,
without reference to the shareholders subject to çmpliance of the provisions contained in the
iCompanies Act and other relevant
-)
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor
-
J
All relevant provisions ofthe Companies Act,1956 and Companies Act. 2013 (to the extent applicable)
and the guidelines issued by the Government of India or the regulations issued by Securities and
Exchange Board of India, applicable. as the case may be. have been complied with and no statement made
in this Information Memorandum is contrary' to the provisions of the Companies Act,1956 and
Companies Act. 2013. the Securities and Exchange Board of India Act, 1992 or the rules made or
guidelines or regulations issued there under, as the case may be, and that all approvals and permissions
required to carry on the business of the Company have been obtained, are currently valid and have been
complied with. We further certify thatall the statements in this Information Meniorandum are true and
correct.
SI(;NED BY THE DIRECTORS OF THE COMPANY
Mr. Anup Ve (Managing Director) V.
DIN: 06818748
SIGNED BY TIlE COMPANY SECREATRY I COMPLIANCE OFFICER
Ms.Poojí ( Company Secretary) "
Date: 31.07.2015
Place: New Delhi
\\%%,/
PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor