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TRANSCRIPT
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INFORMATION MEMORANDUM
OF
ALORA TRADING CO lTD
FOR LISTING OF 1,24,42,500 EQUITY SHARES OF Rs.lO/- EACH FULLY PAID UP
NO EQUITY SHARES ARE PROPOSED TO BE OFFERED PURSUANT TO THIS INFORMATION
MEMORANDUM
CIN: l27201VVB1982PLC035136
REGISTERED OFFICE:
7 Old Best Office Street,
Kolkata, West Bengal- 700001.
ADMIN OFFICE:
302, Vikas Commercial Complex, Bhakti Marg,
Mulund (West), Mumbai-400080.
Information Memorandum A lora Trading Co Limited ----------------- -------- ---- ----- --- -- ------ ---- ---- --- ---- ---- --- -- -------- --- -- --- ---------------------------------- -- ----- ---- ------- ---- ----
,. INFORMATION MEMORANDUM
FOR LISTING OF 1,24,42,500 EQUITY SHARES OF Rs.10/- EACH FULLY PAID UP
Alora Trading Co Ltd was incorporated as a Public Limited Company under the provisions of the Companies Act, 1956 on July 30, 1982 & has obtained the Certificate for Commencement of Business on August 12, 1982 from the Registrar of Companies, West Bengal. The Company's name has not been changed since incorporation. The Company is in the process of Changing its Registered Office from the State of West Bengal to State of Maharashtra and has obtained an approval from the shareholders of the Company vide Postal Ballot Notice dated February 14, 2015. The Company is in process of filing the petition for change of Registered Office to the Regional Director, Eastern Region, West Bengal.
Name of Company Alora Trading Co ltd
Category Public Limited Company
Registered Office Address 7 Old Best Office Street, Kolkata, West Bengal - 700001.
Administrative Office Address 302, Vikas Commercial Complex, Bhakti Marg, Mulund (West), Mumbai-400080.
Telephone & Fax No. +919004842727, 022-25905058
E- MaiiiD [email protected]
Website www .a loratrad i ngltd. com
Date of Incorporation of Company July 30, 1982
CIN of the Company l27201WB1982PLC035136
ISIN of the Company INES27R01018
Name & Details of the Contact Person Mr. Navin Devji Rathod Whole-Time Director
Name of Regional Stock Exchanges where Calcutta Stock Exchange limited the Shares of Company are Listed
Name of Other Stock Exchanges where the NIL Shares of Company are Listed
Name & Address of Auditors of the M/s. Chaitik Salot & Associates
Company 55, Olst Floor, Sai Plaza, P.K. Road,
Next to Moksh Mahal, Mulund (West), Mumbai - 400080, Maharashtra, India.
Name & Details of Compliance Office of the Ms. Nazia Khalil Sayyed (Company Secretary)
Company A.C.S: A38368 e-mail id- [email protected] Contact No- +91 9987207280 I +91 9820226088
Banker of the Company Axis Bank ltd. Gr. Floor/Olst Floor, Jalaram Business Centre, Off. Chamunda, Borivali (West), --Mumbai- 400092, Maharashtra, India.
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Information Memorandum A/ora Trading Co Limited --~------- - -- -- --- - -- ---- --- -- ------- -- - - - - - -- ------ --------- - --- ----- - ---- ------ -- --- - -- - -- -- - - --- ------------------ - - - --- ------- ----------------
CERTAIN CONVENTIONS; USE OF MARKET DATA
Unless indicated otherwise, the financial data in this Information Memorandum is derived from our financia l statements prepared in accordance with the Generally Accepted Accounting Principles in India ("Indian GAAP" ) and the Companies Act, 1956 & 2013 as amended ("Companies Act") included elsewhere in this Information Memorandum.
Unless stated otherwise the financial year commences on April 1st and ends on March 31, so all references to a particular financial year are to the twelve-month period ended March 31 of that year.
The information in this informat ion memorandum has been taken from Financial Statements and Annual Reports of the Company and Directors' Report and Auditors Reports thereon and other reliable sources. We believe that data used in this Information Memorandum is reliable though it has not been independently verified by the Company.
FORWARD LOOKING STATEMENT
Statements included in this Information Memorandum which contains words or phrases such as " will", "aim", "will likely result'' , "believe", "expect", "will continue" , "anticipate", "est imate", "intend", "plan", "contemplate" , "seek to" , "future", "objective", "goal" , "project", " should" , "will pursue" and similar expression or variations of such expressions, that are " forward-looking statements" and involve risks and uncertainties.
All forward looking statements are subject to risks, uncertainties and assumptions that could cause actual results to 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 in India and other count ries; )l> Our ability to successfully implement our strategy, our growth and expansion plans and technological changes; );;> Changes in the value of the Indian Rupee and other currency changes; );;> The occurrence of natural disasters or calamities. );;> Changes in laws and regulations in India; )i> Changes in political conditions in India; > The Loss of our Key Employees and Staff. > Any adverse outcome in the legal proceedings in which the Company is involved. );;> The Company's ability to meet its capital expenditure requirements;
For further discussion of factors that could cause our actual results to differ, see the section titled " Risk Factors". By their nature, certain risk disclosures are only estimates and could be materially different from what actually occur in the future. As a result, actual future gains or losses could materially differ from those that have been estimated.
We do not have any obligation to and do not intend to, update or otherwise revise any statements reflecting ci rcumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.
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INFORMATION MEMORANDUM FOR TRADING OF 1,24,42,500 EQUITY SHARES OF RS. 10/EACH FULLY PAID UP
NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THIS INFORMATION MEMORANDUM
GENERAL RISKS Investment in equity and equity-related securities involve a degree of risk and investors should not invest in the equity shares of Alora Trading Co Ltd unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in the shares Alora Trading Co Ltd. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved.
When making an investment decision, investors must rely on their own examination of the Company including the merits and risks involved. Each investor should consult its own counsel, business advisor and tax advisor as to the legal, business, tax and related matters.
ABSOLUTE RESPONSIBILITY OF ALORA TRADING CO LTD
Alora Trading Co Ltd having made all reasonable inquiries, accepts responsibil ity for, and confirms that this Information Memorandum contains all information with regard to Alora Trading Co Ltd, which is material, that the information contained in the Information Memorandum is 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 whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares of Alora Trading Co Ltd are listed on the following Stock Exchanges as detailed below and are further proposed to be listed and traded on Bombay Stock Exchange Limited:
• Calcutta Stock Exchange Limited SHARE TRANSFER AGENT
M/s. Skyline Financial Services Private Limited, D-153 A, 1st Floor, Okhla Industrial Area, Phase - I, New Delhi - 110 020
Tel. : 011-26812682, 83,
011-64732681 to 88 Fax : 011-26812682
Email : [email protected] I [email protected]
Website: www.skylinerta.com -
4
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DEFINITIONS, ABBREVIATIONS & INDUSTRY RELATED TERMS
SECTION-I GLOSSARY OF TERMS/ABBREVIATIONS
Articles of Association of M/s. Alora Trading Co Ltd
Auditors The Statutory Auditors of M/s. Alora Trading Co Ltd
Banker(s) to the Company The Bankers of M/s. Alora Trading Co Ltd
Board of Directors I Board I The Board of Directors of Mls. Alora Trading Co Ltd
Directors
BSE Bombay Stock Exchange Limited
Companies Act The Companies Act, 1956 & 2013, as amended from time to
time
CSE Calcutta Stock Exchange Limited
EPS Earnings per Equity Share
Equity Shares Equity Shares of the Company of Rs.lOI- each
Financial year/ fiscal/ FY The twelve months ended March 31 of a particular year
Information Memorandum This document as filed with the Stock Exchanges is known as and
referred to as the Information Memorandum
I. T. Act The Income-tax Act, 1961, as amended from time to time,
except as stated otherwise
Memorandum/Articles of The Memorandum and Articles of Association of M/s. Alora
Association Trading Co Ltd
Company M/s. Alora Trading Co Ltd
NSDL National Securities Depository Limited
CDSL Central Depository Services (I) Ltd
RBI Reserve Bank of India
ROC Registrar of Companies, West Bengal
SEBI The Securities and Exchange Board of India constituted under
the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992, as amended
from time to time -(j\liG~
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SECTION-II RISK FACTORS & MANAGEMENT PERCEPTION THEREOF
RISK ENVISAGED BY THE MANAGEMENT
An investment in equity securities involves a high degree of risk. Before investing in our Equity Shares, you should carefully consider all the information in this Document, including the risks and uncertainties described below and in the sections "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business", as well as the "Financial Statements" and related notes. If any of the following risks, or other risks that are not currently known or are now deemed immaterial, actually occur, our business and financial results could be materially and adversely affected, the trading price of the Equity Shares could decline significantly and you may lose all or part of your investment.
MANAGEMENT PERCEPTION
The Company, at present follows such rules, regulations and guidelines as may be applicable to a Company. It follows and regularly complies with the guidelines issued by SEBI, Companies Act from time to time and will always strive to take due care to follow the same. Thus the applicability of such laws will have limited consequences upon business and performance of the Company.
The Company has been in the business for the last 28 years and has seen many ups and down in the economy of India. The Company follows a systematic process for planning and implementation of its strategies. The Company is exposed to specific risks that are particular to its business and the environment within which it operates, including interest rate volatility, economic cycle, credit risk and market risk. The measurement, monitoring management of risk remains key focus areas for the company. Barring unforeseen circumstances and political fluctuations as well as natural calamities, the Company expects to withstand the Global/India economy meltdown as the Company, along with applying stiff and conventional measures, follows conservative approach and manages the credit risk through prudent selection of clients, delegation of appropriate lending powers and stipulating various prudential limits.
The Management of the Company is looking forward to excel in the existing business by framing plans and formulating strategies and also by hiring expert for their expert opinion who shall prove to be an asset to the Company in its future endeavor.
INTERNAL RISK
1.) Our growth will depend on our ability to develop our brand and failure to do so may have a negative impact on our ability to compete in the finance industry
We believe that continuous brand building is necessary for achieving widespread
recognition of our services. Promoting and positioning our brand will depend largely on the success of our marketing efforts and our ability to provide high quality services. Brand promotion activities may not yield increased revenue, and even if they do, any increased revenue may not offset the expenses we incur in b · · our brand. If we fail ~
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to promote and maintain our brand, our business, financial condition and results of operation could be adversely affected.
2.} If our Company is unable to attract and retain key employees, our operation could be adversely affected.
The business substantially depends on the continued services of our key managerial personnel. The loss of the services of the key managerial personnel could have a material effect on us. The future growth in our business will also depend on the ability to attract skilled personnel. Our Company could experience difficulty from time to time in hiring the personnel necessary to support our business, In addition, success in expanding the business will also depend, in part, on the ability to attract, retain and motivate appropriately qualified skilled personnel. If our Company does not succeed in attracting quality employees, it will impact the performance of our Company.
3.} Decision of the management
The Company been a consultant and advisor, is not necessary that the decision drawn or undertaken are truly correct or upto its standard. The business of hire purchase, lease and involves fluctuation in the interest rate such and uncertainty in economic cycle of the business.
EXTERNAL RISKS
1.} A slowdown in economic growth in India could cause the business to suffer
Our performances and the quality and growth of our assets are necessarily dependent on the health of the overall Indian economy. A slowdown in the Indian economy could adversely affect our business, including our ability to grow our assets portfolio, the quality of our assets, and our ability to implement our strategy. India's economy could be adversely affected by a general rise in the interest rate, weather conditions adversely affecting the growth of industrial, manufacturing and service sector. In addition, the Indian economy is in a state of transition. The share of the service sector of the economy is rising while that of the industrial, manufacturing and service sector is declining. It is difficult to gauge the impact of these fundamental economic changes on our business.
2.} Political instability and a significant change in the Government of India's economic liberalization and deregulation policies could disrupt our business and cause the price of or Equity Shares to go down
Our customers are located India. The Government of India has traditiona lly exercised and
continues to exercise a dominant influence over many aspects of the economy. The Government's economic policies have had and could continue to have a significant effect on private sector entities, including us, and on market condition and prices of Indian securities, including our equity shares. We cannot control or predict the future course of the Government of India's policies. Any significant change in the Government's policies or
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political instability could adversely affect business and economic conditions in India and
also adversely affect Company's business and financial performances.
3.) Terrorist attack, civil unrest and other acts of violence or war involving India and other countries could adversely affect the financial markets and our business.
Terrorist attack and other acts of violence or war may negatively affect the Indian financial markets and also adversely affects the worldwide financial markets. These acts
may also result in a loss of business confidence. In addition, any deterioration in relations between India and its neighboring countries might result in investor concern about stability in the region which could adversely affect us. India has also witnessed civil disturbances in the past and it is possible that future civil unrest as well as other adverse social, economic and political events in India could have a negative impact. Such incidence
could also create perception in the minds of investor that investment in Indian companies involves a higher degree of risk.
4.) Volatility in interest rates
Interest income forms a part of Company's revenue, hence we are exposed to interest rate risk. Any resulting increase in cost of funding without corresponding increase in
interest earning could adversely affect or Company's profitability. We seek to match our interest rate positions to minimize interest rate risk. Despite these efforts there can be no assurance that significant interest rate movements will not have an effect on our results of operations
5.) Natural calamities could have a negative impact on the Indian economy and cause our
business to suffer.
India has experience natural calamities such as earthquakes, tsunami, flood and draught in the past. The extent and severity of these natural disasters determines their impact on the Indian economy. Further prolonged spells of below normal rainfall or other natural calamities could have a negative impact on the Indian economy, adversely affecting our
business also.
RISK IN INVESTING IN SECURITY OF THE COMPANY
The prices of our equity shares may fluctuate after listing due to a wide variety of factors, including volatility in the Indian and global securities markets; our operational performance, financial results and expansion capacity; developments in India's economic liberalization and deregulation policies, particularly in the Real Estate and Construction sector; and changes in India's laws and regulations impacting our business. There is no assurance that an active trading
market for our equity shares will be developed or be sustained after listing.
LEGAL RISKS:
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Company. The Company is also regular in Compliance. There are no cases lodged by the Company against any person(s) and Companies
Listing : 1. Calcutta Stock Exchange Limited
Now the Equity Shares of the Company i.e. Alora Trading Co Ltd shall be admitted for direct listing on BSE Limited. Such admission for listing shall be subject to fulfillment by the Company of listing criteria of BSE for such issues and also subject to such other terms and conditions as may be prescribed by BSE at the time of the application by the Company seeking listing.
Eligibility Criterion The Company is submitting its Information Memorandum, containing information about itself, making disclosures in line with the disclosure requirement for public issues, as applicable, to BSE for making the sa id Information Memorandum available to public through their website viz. www .bseindia.com
Prohibition by SEBI The Company, its directors, its promoters, other companies promoted by the promoters and companies with which the Company's directors are associated as directors have not been prohibited from accessing the capital markets under any order or direction passed by SEBI.
Caution
The Company accepts no responsibility for statements made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her 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 Clause of BSE
As required, a copy of this Information Memorandum is being submitted to BSE. The BSE does not in any manner:
• warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; or
• warrant that this Company's securities will be traded or will continue to be traded on the BSE; or 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 whatsoever by reason of any loss which
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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 whatsoever.
listing
Application is being made to BSE for obtaining perm1ss1on to deal in and for an official quotation of the Equity Shares of the Company. The Company has already taken steps for the completion of necessary formalities for commencement of trading at the Stock Exchange mentioned above.
Demat Credit
The Company has executed Agreements with NSDL and CDSL for trading its securities in demat form as per the following details:
Dematerialization of Shares
Tripartite agreements have been signed between the Company, the Registrar and CDSL and NSDL. The ISIN No. allotted to the Company is INES27R01018.
SECTION Ill- GENERAL INFORMATION
Company Profile
M/s. Alora Trading Co Ltd is an existing company having its registered office situated at 7 Old Best Office Street, Kolkata, West Bengal - 700001. The entire share capital of the Company is listed exclusively on Calcutta Stock Exchange Limited. The Company is carrying on conglomerate business activities as powered by its Memorandum of Association.
The Company is doing the following business:
1. Project financing or otherwise financing or mobilizing funds for various real estate or realty projects to various parties on interest who are engaged in various type of related business models.
2. Business of Buying, selling, developing, granting, constructing, financing or otherwise hold jointly or alone residential as well as commercia l flats, buildings, bungalows, plants, machinery, works, convenience, or any property in the form of immovable property.
3. Business as Buyers, sellers, distributors, importers, exporters of goods, commodities, objects, etc.
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INCORPORATION
Alora Trading Co Ltd was incorporated as a Public Limited Company under the provisions of the Companies Act, 1956 on July 30, 1982 & obtained the Certificate for Commencement of
Business on August 12, 1982 from the Registrar of Companies, West Bengal.
DIRECTORS
Company is managed by 4 Directors and all the directors of Company have long experience in Capital Market, Finance and Accounting and Real Estate Sector required for manufacturing, processing, transportation and trading business and other commercial and service businesses.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
Sr. Name and Address of the Designation Date of Appointment
No Directors 1. Hiren Praful Padhiyar Director 27/08/2014
Add: 1/10, Sukla Chawl" Dahisar (East)" Mumbai, 400068, Maharashtra, India.
2. Rohini Girish Sehgal Director 30/09/ 2014
Add: C-1202, Jalaram Park,L.B.S. Road,
Bhandup Sonapur" Mumbai, 400078, Maharashtra, India.
3. Navin Devji Rathod Whole-Time 09/ 03/ 2015 Director
Add: 41, Shiv Shankar Estate, pp. Saraswat Wadi, Zaver Road, Mulund (West), Mumbai- 400080, Maharashtra, India.
4. Santosh Gangaram Mohite Director 25/03/2015
Add: B-406, Om Samarth Ashish, Kopar Cross Road, Samarth Math, Dombivali, Vishnunagar, Kalyan, thane-421202, Maharashtra, India
5. Nazia Sayyed Company 25/ 03/ 2015
Secretary and Add. : latiff Park Complex, Compliance Poonam Shrushti Bldg, B-1002, Officer Opp. S.K. Stone, Mira Road (East), Thane - 401107
BRIEF PROFILE OF DIRECTORS & KEY MANGERIAL PERSONNEL:
I MR. HIREN PRAFUL PADHIYAR- NON EXECUTIVE INDEPENDENT DIRECTOR
Mr. Hiren Praful Padhiyar is commerce graduate and involved in the financial sector for long time, his expertise will contribute in the development of the business of the company. He is actively associated with the administrative activity in the organization by providing his expertise for flourishing the company's future growth.
I MS. ROHINI GIRISH SEHGAL· NON EXECUTIVE INDEPENDENT DIRECTOR
Ms. Rohini Girish Sehgal, with her vast knowledge in the field of financing activities she is keenly engaged in the growth and development of the Company. Ms. Rohini Girish Sehgal as an individual is also involved in fund based activities and is engaged in various conglomerate businesses. By virtue of the expertise and knowledge of Ms. Rohini Girish Sehgal in the varied activities and her vast experience in the business sector,
The Company is expecting to flourish its economic condition under his valuable support and active participation in the business of the Company
I MR. NAVIN DEVJI RATHOD- WHOLE-TIME DIRECTOR
Mr. Navin Rathod has experience of 5 years. He is a man with great vision supported by strong determination and zeal for identifying potential projects. He has exposure of varied activities in Financial Management. He has very good exposure of running financial businesses
I MR. SANTOSH GANGARAM fi10HITE T,NON EXECUTIVE INDEPENDENT DIRECTOR
Mr. Santosh Mohite is a B.Com graduate from University of Mumbai. He is having rich experience in finance and administrative sector. He is actively involved in the administrative and financial growth of the Company.
I MS. NAZIA SAYYED- co·MPANY SECRETARY AND coMPLIANCE OFFICER
Ms. Nazia Sayyed is a B.Com graduate from University of Mumbai as well as a qualified Company Secretary from Institute of Company Secretaries of India. She is involved in all the activities related to compliance and other administrative activities of Company.
Details of Group/Subsidiary Companies
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Group Companies N.A Promoter or Group Companies, if any N.A Holding Company, if any N.A Subsidiary, if any N.A Website for obtaining details regarding such companies N.A Stock Exchanges where the securities are listed N.A Market Price and Volume data N.A
VARIOUS REGISTRATIONS I LICENSES I PERMISSIONS WITH THE GROUP:
A. ALORA TRADING CO LTD
Particulars Number Date of effectiveness Status as on date Listing with CSE 11189 10/12/1982 Continuing
B. DETAIL OF LEGAL MATTERS FILED BY/AGAINST THE COMPANY/ PROMOTER/ GROUP CO.
We hereby confirm and state that there is No Legal Matter filed by or is pending against the Company.
C. STATEMENT SHOWING DETAILS OF THE DIVIDEND PAID BY THE COMPANY WITHIN LAST
10 FINANCIAL YEARS
• We hereby declare that the Company has not paid any dividend to shareholders during any of the last 10 financial years. Thus, statement showing the details of the dividend paid by the Company is not required to be given.
• We further confirm that the Company has not declared any cash bonuses to any stakeholders of the Company during the last 10 (Ten) financial years.
D. STATEMENT COFIRMING PARTICULARS OF All MATERIAL CONTRACTS
• We hereby declare and confirm that the Company has not entered into any material contracts, agreements (including agreements for technical advice and collaboration), concessions and similar other documents (except those entered into in the ordinary course of business carried on or intended to be carried on by the company). Hence the disclosure for the same is not required.
E. STATEMENT CONFIRMING PARTICULARS OF COMMISSION, BROKERAGE, DISCOUNTS
GRANTED
• We hereby confirm that the Company has not given any com m1ss1on, brokerage, discounts or other special terms including an option for the issue of any kind of securities granted to any person. Hence the disclosure for the same is not required.
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IV. CAPITAL STRUCTURE OF M/s. ALORA TRADING CO LTD
A. The share capital of the Company as at the date of this Information Memorandum is set forth below:
Sr. Aggregate value at face
No Particulars value I Aggregate
Nominal Value (in Lakhs) Authorized Capital
A 1,30,00,000 Equity Shares of face value Rs.10/- each each fully 1300
paid-up
TOTAL_AUTHORIZED CAPITAL 1300
Issued Subscribed & Paid Up Capital B 1,24,42,500Equity Shares of face value Rs.10/- each 1244.25
TOTAL ISSUED SUBSCRIBED & PAID UP CAPITAL 1244.25
B. Share Capital History of the Company/ Evolution of Capital
Particulars Date of Consider No. of Distinctive Nos. Whether listed at Allotment at ion shares From -To CSE or not
At the time of 30.07.1982 Cash 700 1-700 Shares list ed on Incorporation Calcutta Stock (Subscribers to the Exchange. Memorandum)
Allotment of 05.09.1982 Cash 95300 701-96000 Shares listed on
shares Calcutta Stock
Exchange.
Initial public 22.11.1982 Cash 144000 96001-2 40000 Shares listed on offering (IPO) Calcutta Stock
Exchange. Preferential 15.11.2014 Cash 12202500 240001-12442500 Shares list ed on Allotment to Calcutta Stock Promoters/Non Exchange. Promoters/Person acting in Concert
Total 12442500
C. Details of Outstanding Convertible Warrants:
• We hereby declare that there are no outst anding convert ible warrants pending for conversion as on the date of this Information Memorandum.
D. STATEMENT OF SHAREHOLDING PATTERN OF THE COMPANY
I) Statement showing Share Holding Pattern of M/s. Alora Trading Co Ltd as per Regulation 31 of the SEBI Listing Obligations and Disclosures Requirements (LODR) Regulations, 2015 for the quarter ended December 31, 2015:
Annexure · I
Format of holding of specified securities ~1. Name of Listed Entity: A LORA TRADING CO LTD
'2. Scrip Code/ Name of Scrip/Class of Security
"3. Share Holding Pattern Filed under: Reg. 3l(l)(a)/Reg. 3l(l)(b)/Reg.3l(l)(c)
a. If under 31(1)(b) then indicate the report for Quarter ending 31/12/2015
b. If under 3l(l)(c) then indicate date of allotment/extinguishment
'4. Declaration: The Listed entity is required to submit the following declaration to the extent of submission of information:-
,.
Particulars Yes• No•
1. Whether the Listed Entity has issued any partly paid up shares? No
2. Whether the Listed Entity has issued any Convertible Securi t ies or Warrants? No
3. Whether the Listed Entity has any shares against which depository receipts are issued? No
4. Whether the Usted Entity has any shares in locked-in? Yes No
5. Whether any shares held by promoters are pl edge or otherwise encumbered? No
• If the Listed Entity selects the option 'No' for the questions above, the columns for the partly paid up shares, Outstanding Convertible Securities/Warrants, depository receipts, locked-in shares, No of shares pledged or otherwise encumbered by promoters, as applicable, shall not be displayed at the time of dissemination on the Stack Exchange website. Also wherever there is 'No' declared by Listed Entity in above table the values will be considered as 'Zero' by default on submission of the format of holding ofspedfied securities.
5. The tabularformat for disclosure of holding of specified securi t ies is as follows:-
·- -~"!/?_~'!!c:_~i:>_r:_ !-!~'!!~':?_'!_1'!'!'_ ------------- --------------------------------------------------------------- _1_Z~:c:_ _!:_'!~i_f!f?_ _c:_~-f:J_n:_~'-~c! -.
......... _.,._.....,., __ d ..
c.toc tote....,., _, Ho.ol No. of No. of TOUIInos. ShiNholdln NumiMr of Vodrc Rlchts M id In uch No. of Sh•ehol dlnc, Number of l.Odt.ed in Numb4tr of Shants Number of ..., ._hotd.r ...... futlyJMid P.tly 5h • • , .h.rutt.ld ···"of dau of HCUrid es ....... ••"•uumfna ~ ... , plectced or e qultyWres
oldoB r.~peqwity ......... underiy tohlno.ot No of Votlrc Rllhf:s Total as a Undertyin fuU conversion No. (a) ... No.(a) ... held in ,_, ...... ... ......
aan:Equ 0HMI:Y Total ,. .. I of conYertlble "of total "oltot-~1 dem-erl.!lle d ..... ...... O.poslt l<aiculatod
hr (A+...C) Outs;tandl M!curitles(asa Shwes Sh..-es '"'"' hold "'Y •per SCU. "' perunt .. eof held(b) held(b) Receipt 1!1>7) convertibl dllutRd lNrt . Asa"of . ao>ltall
( A+..OI ucurid•'
(lndudl"f Au"of W arranu) (A+a.O)
Ill lUI ION I I lVI lVI lVII IVI).(IVI-lV (VII) ''"' IKI IKII• IVII).()(J (KII) (XIII) IKIV) . IAI P'romoter &. P'romoter • US2201 ' US2201 12.4 ' 1.1.47 ISOOOOO 1L06 ' ISOOOOO
Il l Pub! I< WI ........, ' "'"'"""' 17.SJ ' 17.S1 10102500 16.02 10102500
IQ Non flromotef· Non
ICl) Sherws underlylnc Dfb NA NA 0 0
lt>l Shwe• held by • ' • 0 0 0 0
T .... ... I JlA42SOC ·- 100 0 100 12102500 91.01 ' Ul02500
,, ... " . T..,.e II - Sbtement ioliOWIIIC shanholdlnc pattem of the Promoter one! Promoter Group
C.IIIICII"f A N1m1 of tho Sharoholdon PAN N No. of P Noo.of shlm Totlll Share Numbtr of Votlrc Rllhts held In eKh N Shire Numbtrof Numbe Nwnber
0 fully • underlyl01 ..... hold I dus of u:c:urtlleJ o hold! Locked In r of of equity
p.llld up rt Depository shllres "'" .... shares Shares s hares
0 equlfV I ReceiptS hold Qkul 0 ... pledce held in
I share1: y a ted f " ... demater . ..... p .. No of Votlnc Rl&hts TOUIUI ~ ilSSU No. Ia) Asa N .. .
11111 ed
h . ,., "ofTOUI
mlnc .... o"of fonn . I SCRR, . full
' • 15157 Oassx Oassv Tota l Votlnc r conve
total .total
richts Shore l shor . u .... e Bion
h ,.., of I held i1 •• p .
I b) ) held 0 . , ... U conve
I q +Cl) n t1ible lbl
d u d se<url II) Ill) II I IV) I lVI) IVII)•IIV lVIII) UX ) I lXI)• lXII) lXIII) I XIV)
• v )+(V)+IV X (VII)+ ) I ,, I IX )
1 lncflon • lndivlduol Hindu Undovldod hmily 2 52200 0 moo 0.42 0 G.42 0 0.00 0 0.00 0
PIJSHPA OEVI BAGlA AOEPB0227J 29600 0 29600 0,24 0.24 0 0.00 0 0.00 0
LALIT KUMAR BAG LA MAPB6325K 21600 0 22600 0.18 0.18 0 0.00 0 0.00 0
b Centnll Gcwtmmtnt/Staten Govenwnent(s 0 0 0 0 0.00 0 0.00 0 o.oo 0 0.00 c Flnanclaltnstkutlons Banks 0 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0
{d) Ant Ottwr Spedty) 1 1500000 0 1500000 12.06 12.06 1500000 12.00 0 0.00 1500000 MACARIO TRA DING llP AAXFM06S4P 1500000 0 ISOOOOO 12.06 12.06 ISOOOOO 12.06 0 0.00 ISOOOOO SubTOilll Alii l 1SS2l00 0 I SS2200 11.41 0 12.47 1500000 12.00 0 0.00 1500000
2 Forel n
fa} lncllvki!MI/Non Resktent lndlviduai/Forelnt 0 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0 lndMdual
b Gwerrment 0 0 0 0 o.oo 0 0.00 0 0.00 0 0.00 0 c tnstttuUons 0 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0
l dl fOf'el n Portfolio Investor 0 0 0 0 0.00 0 0.00 0 o.oo 0 0 .00 0 e Anv Otfwr SDKitv, 0 0 0 0 0.00 0.00 0 0.00 0 0.00 0
Sub Total A)(l 0 0 0 0 0.00 0 0.00 0 0.00 0 0.00 0 Totill Sharehoklnc of Promoter and Promoter 1 1552200 0 1552100 12.47 0 1Z.47 1500000 12.06 0 0.00 1500000 G""'P IA)• {A)ll)+{A)l2)
Information Memorandum A/ora Trading Co Limited ; · ------ - - ---------------------------------- ----------- --- --- - - -- - -- ---- - --- --- - ----- - ------------------ -- -- ---------- ---- - - - - ---------- - - --------- ~
II
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Totalt101. lh•• Nuw~MfofVotlrcltitfltshefdln N Totll ..,..._,ofloc._d Number """'"'of ...... ..,.. ew:flc:l-of•curtUes o Jha'e llllfl••• olstla'es e~v
.,.... ..... . hotdl plectpd .... held
" Moof Vot'"&NIMl TOUI• 0 "1.• No.(A,I Au No. An 6n '*u4 •"ot f • " "of GHo "of demM<trl .. ••tl O•X C._Y tout Toul 5 _,111'1 total t totoll tedfofm
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--" k. •• held ble Mid
lbl I INot (~~~ppM
.... , "'' (Ill !lVI (VI) (VOMIVM (VIOl '"' I lXII
X (VII)ti
I lll
(XII) (JCIO) (XIV)
0 0 0 0 0 0
0 0
0 0 0 0
0 0
0 0
0 0
0 0
SOJ 16s:t00 0
t7 tJ7SOOO 0
"""""' 0
"""""' 0
)50000 0
350000 0
250000 0
1!00000 0
noooo o
150000 0
150000 0
250000 0
200000 0 200000 0 150000 0
150000 0
150000 0
150000 0
150000 0
150000 0
1500000
150000 0
150000 0
150000 0 150000 0 150000 0
150000 0
150000 0
150000 0 150000 0
150000 0 150000 0
ISOOOO 0
150000 0
115000 0
125000
125000
12SOOO 0
1250000 0 650000 0 000000 0
602 10190]00 0
' OJ 1000J OO 0
Vi'f'l)
USJOO J ,U
IJ7SOOO 75.4
400000 3.21
400000 J.ll
lSOOOO 1 .1 1
350000 2.11
250000 2.01
1.50000 1 .0 1
150000 1 .0 1
2SOOOO 2.01
250000 2.01
250000 :2:.01
200000 U l
200000 1.61 150000 1.21
150000 1.21
150000 1.21 150000 1.11
aoooo 1.11
150000 1.21 150000 1.21
150000 1.21
150000 1.21
150000 1.21 150000 1.21 150000 1.21
150000 1.21
150000 1.21
150000 1.21 150000 1.21
I SOOOO 1.21 150000 1.21
1SOOOO 1.21
150000 l.ll
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125000
125000
125000
1250000 10.1 6SOOOO S.U 600000 4.12
10HOlOO 17 .S
0 0.00 NA 0.00 ..
0 .00 NA
0 0.00 NA
0 0 .00 NA
0 0.00 NA
0 0 .00 NA
0 0 .00 NA
0 .00 NA
0 0.00 NA
o u1 nsoo o.u o o.oo 775oo
0 75.4 U7SOOO 75.35 NA 117SOOO
0 3.21 400000 3.2 1 HA
o 1.21 .cooooo 1.11 HA
0 1.11 lSOOOO 1.1 1
0 2.11 l SOOOO 2.11 HA
o 2.01 noooo 2.01 HA
o 1 0 1 noooo 1.01 HA
o 1.01 n oooo 1.0 1 HA
0 2.0 1 250000 2.0 1 NA
0 2.01 250000 2.01 NA
o :tot :zsoooo 2.01 NA
U t 200000 1.61 NA
1.61 200000 1.61 NA 0 1.21 150000 1.21 NA
0 1.21 150000 Ul NA
0 1.11 150000 1.21 NA.
0 l.l l 150000 1.21 NA
150000 U t HA
0 1.21 150000 l .U HA
0 I . U 150000 1.21 HA
0 1.21 150000 1.21 NA
0 U :1 150000 t.ll NA
0 1.21 150000 1.21 NA
0 1.21 150000 1.21 NA
0 1. 21 I SOOOO 1.21 NA
0 1.21 1SOOOO 1.21 NA
0 1.21 I SOOOO 1.21 NA
0 UJ JSOOOO J.2 J NA 0 1.21 1SOOOO I.U NA
0 1.21 lSOOOO 1.21 NA
0 1.21 150000 1.21 NA
0 1.21 150000 1.2J NA
0 t .H lSOOOO I .U
0 I J2SOOO 1.00 NA
0 I JlSOOO 1.00 NA
0 1 U SOOO 1.00 NA
0 I 125000 1.00 NA.
0 0 0 .00 NA
0 0 0.00 NA
0 0 0.00 NA
0 10.1 1150000 10.05 NA 0 5.22 6SOOOO 5 .22 NA
o .c .az 600000 • .12 NA
0 17.5 10701SOO " .OJ NA
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lSOOOO
2SOOOO
ISOOOO
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100000
200000
150000
150000
150000
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150000 150000
150000
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150000 150000
150000 150000
ISOOOO
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125000
125000
125000
125000
1250000 650000 000000
10701500
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"'"'' ·-
LIST OF TOP 10 SHAREHOLDERS AS ON DECEMBER 31,2015
Sr.No. Name of the Shareholders Category No. of Equity Shares held
1. Macario Trading LLP Promoter I Promoter Group 15,00,000
2. Agnitio Trading LLP Public 6,50,000
3. Sanosam Public 6,00,000
4. Thakkar Dhaval Jagdishkumar Public 4,00,000
5. Thakkar Jagdishbhai Dahyalal Public 4,00,000
6. Bhavnaben Jagdishkumar Public 3,50,000 Thakkar
7. Thakkar Jagdishchandra Public 3,50,000 Dahyalal HUF
8. RekhabenJ~ubhaiVaghani Public 2,50,000
9. J~ubhaiNathubhaiVaghani Public 2,50,000
10. Ritaben Vipulbhai Vaghani Public 2,50,000
TOTAL 50,00,000
--~'!!?.~'!!f!_~i_o_f}_ !'1~!'!_o_:_~'!.cfl!'!'_ _-------------- ----- ---------------------------- ---------------------------- _1_l_o_~f!_ _!:_'!~~ '!¥_ _'?_o_ _f:_i_n:_~t-~cj_ -.
II} Statement showing Share Holding Pattern of M/s. Alora Trading Co Ltd as per clause 35 of Listing Agreement as on September 30, 2015:
Introductory sub-table (l)(a)
Name of the Company: ALORA TRADING CO LTD
Scrip Code, Name of the scrip, class of security:
Quarter ended: 01/07/2015 - 30/09/2015
As a % oftotal no. of partly As a% of total no. of shares of Partly paid-up shares:- No. of partly paid-up shares paid-up shares the company
Held by promoter/promoter group #DIV/0! Held by public #DIV/0!
Total- D 0 #DIV/0!
0 0
0
As a % of tota l no. of shares of As a% of tota l no. of the compa ny, assuming full
Out.tanding convertible outsta nding convertible conversion of the convertible securitlea:- No. of outstanding securities securities securities
I
Held by promoter/promoter group #DIV/0! 0 Held by public #DIV/0! 0
Total- E 0 #DIV/01 0
As a% of total no. of shares of As a '.4 of total no. the company, assuming full
Warrants:- No. of warrants of warrants conversion of warrants
Held by promoter/promoter group #DIV/0! 0 Held by public #DIV/01 0
Tot.ai - F 0 #DIV/01 0
Total paid-up capital of the company, assuming full conversion ofwarrants and convertible eecurities 12442500 100
-_{f!f(_J_~'!!~~i_l!t_1_!1~!'!f!~~'!_c{'!_f!Z_ __ --------------------------- ----------------------------------------------- _1_l_C!~~ -'!!.'!~~'!¥. _c;_l!-f:_i_"!_~l-~4_ --
Statement Showing Shareholding Pattern Table (l)(a)
Categ Category of IN umber of Total IN umbtr of Total share holding u a Shares J'ltdged or othernise ory Shareholder Shareholde number shares held in percentage oftotal encumbtred
code rs of shares demateriali:rltd numbtr ofshares
form
As a As a Number of As a percentage percentage percentage shares
of(A+B)t of(A+B+C)
(I) ( II) (Ill) (IV) (V) (VI) (VII) (VIII) IX)- (VIIIYOVl' 100
(A) Share holding of Promoter and I Indian
(a) Individuals/ Hindu Undivided Family
2 52200 0 0.42 0.42 0 000
(b) Central Government/ State Govemment(_s} 0.00 0.00 NDIV/01
(c) Bodies Corporate I 1500000 1500000 12.06 12.06 0 000
(d) Filancial lnstilut.i>ns/ Banks 0 0 0 0.00 0.00 NDIV/01
(e) Any Others(Specify) 0 0 0 0.00 0.00 NDIV/01
(c-i) Directors 0 0 0 0.00 0.00 NDIV/01
(e-ii) Directors Relatives 0 0 0 0.00 0.00 NDIV/01
(e-m) Person acting in concert 0 0 0 0.00 0.00 NDIV/01
Sub Totai(A)(I ) 3 1552200 1500000 12.47 12.47 0 0.00
2 Foreign
a Individuals (Non-Residents Individuals/ Foreign Individuals) 0 0 0 0.00 0.00 NOIV/01
b Bodies Corporate 0 0 0 0.00 0.00 NDIV/0!
c Institutions 0 0 0 0.00 0.00 NDIV/0!
d Any Others(Specify) 0 0 0 0.00 0.00 NDIV/0!
d-i 0 0 0 0.00 0.00 NDIV/0!
d- ii 0 0 0 0.00 0.00 #DIV/0!
Sub Totai(A)(l) 0 0 0 0.00 0.00 0 NOIV/0!
Total Share holding of Promoter 3 1552200 1500000 12.47 12.47 0 0.00
(B) Public shareholding I Institutions
(a) Mutual Funds/ UTI 0 0 0 0.00 0.00 (b) Financial Institutions
1 Banks 0 0 0 0.00 0.00
(c) Central Government/ State Govemment(s) 0 0 0 0.00 0.00
(d) Venture Capital Funds 0 0 0 0.00 0.00 (e) Insurance Companies 0 0 0 0.00 0.00 (f) Foreign Institutional Investors 0 0 0 0.00 0.00 (g) Foreign Venture Capital Investors 0 0 0 0.00 0.00 (h) Any Other (specify) 0 0 0 0.00 0.00 (h-i) 0 0 0 0.00 0.00 (h-it) 0 0 0 0.00 0.00
Sub-Total (B)( I) 0 0 0 0.00 0.00
_ -~'!!?.~'!!c:_~i_o_'! M~!'!o_:_~'!.1'!'!'_ ____ _____________ ________ ___ __ ___ ___ ___________ __ ________ __ ________________ __ 1_Zo_:c:_ _!:_~~~f!¥_ _<;_o_ _ 1:_~"!:~1-~c! _
82 Non-institutions (a) Bodies Corporate 2 1250000 1250000 10.05 10.05 0 (b) Individuals 0.00 0.00
Individuals -i Individual shareholders holdong nominal share capital up toRs I
I bkh 458 122680 0 0.99 0.99 0 11 ii. Individual shareholders holding nominal
share capital in excess of Rs. I lakh. 89 8117100 8052500 65.24 65.24 0
_hl N.R.I.fR.EPT & NON-REPT} 0 0 0 0.00 0.00
(c-i) Clearing House/Public Trust 0 0 0 0.00 0.00
(c-it) ICor!Xlrate Bodies. OCB 0 0 0 0.00 0.00 (c-iii) lntennediaruy/Other Depository Ale 0 0 0 0.00 0.00
Jc-iv) Hindu Undivided Fnmilv 70 1400520 1400000 11.26 11 .26 0 (C•V) Clearing Members 0 0 0 0.00 0.00 (c-vl) Quatifted Foreign Investor -Individual 0 0 0 0.00 0.00
I (c-vii) Quatifted Foreign Investor-Corporate 0 0 0 0.00 0.00
Sub-Total (8)(2) 6 19 10890300 10702500 87.53 87.53
(B) Total Public Share holding (B)= B)( I )+(B )(2) 6 19 10890300 10702500 87.53 87.53
TOTAL (A)+(B) 622 12442500 12202500 100.00 100.00
(C) Shares held by Custodians and ~gainst -.11icb De pos itory Rece ipu have been iss ued
I Promoler and Promoter Grouo 0.00 NDIV/01
2 Public 0.00 Sub-Total (C ) 0 0 0 0 0
GRAND TOTAL (A)+(B)+(Q 6z:l IZ44Z500 IZ20Z500 100.00 0 0.00
Sr.No Notes 1
2
3
4
5
6
7
8
9
;- -~'!(?_~'!!f!~~o_'!_ ~~!'!_D_~_a_'!_1'!_'!'_---- - ----- - - ---- -- --- - - --- - _____________ __________________ ________________ ___ 1_~D_':f! _!:_a_~~'!¥_ _<;_o_ _ f:_i_"!_~L-~1_ __
(l)(b) Statement showinc holdinc of securiti .. (including .... res, W8monts, convertible securities) of persons belonging to the
utegol'\' "Prornorer and Promoter Group"
Sr. Name of the . ... reholder Details of Shares held Encumbered shirts (") De tails of,.'Omont Details of con,•erti~
securities
Number As a% or No. As a As a % of Number As a% N umber As a 4Vo of t Nnd toto I po"'en1112e 2Nnd total or total or total
shares (A) +(D)+( C) (A)+(D)+(C) 'M'arTIIOts number conve rti numbe r
beld ofsu(>. held of ble of c llluse ( IX• ) " 1UT'Ilnts securitie converti
of the s ble same held securitie ...... •
of the
same No. class
(I) (f) (II) (TV} (V} (V/)e(V)/(11)"100 (VIO (VIQ (IX) (X) (XQ I LALIT KUMAR BAGLA 22600 0 . 18 0.00 0.00 #DIV~! #DIV/U!
2 PUSHPA DEVI BAGLA 29600 0.24 0.00 0.00 #DIV~! #DIV/U!
3 MACARIO TRADING LLP 1500000 12.06 0.00 0.00 #DIV!1l! #DIV!1l!
TOTAL 1552200 11.47 0 0.00 0.00 0 MDIV!1l! 0 MD IVIO!
rl The t.rm "encumbrlnc." haothe ume munlng uuligned to It In regulation 28(31 olthe SAST Regulations, 2011
Total<haro<
(including underlying
shares assuming full
conversion or
l\llrrants and convertible securilies) as • % or diluted
s hare ca1lital
(XI)
0
: f7 : ~ :
:_______ ____ ---- ---------------- -- - --- --- ------ ---- -- - - -- - - ----- -------- ----------- -- --~-- --- --- 22- - -- - l ~
(l)(c)(i) Statement showing holding ofsecurities (including shares, ,..,.nt., convertible sccuntie• l nf person.• belonging to the category " Public" and holding more than I% oft be total number or shares
Sr. No. Name of tbe shareholder Number Shares as a Details of,.»mant, Deta ils of convertible of percentage of total securities
sha res number of shares beld {i.e., Grand Total
(A}+{B)+(C) indicated in Number As a% Number % w.r.t
Statement at pa ra of total of total (l)(a) above) "arrants number of eonvcrtibl numbe r of
beld l'&rTAnb c convertible of securities securities the same held of elau tbeume
class
I PRAGNA AM IT SHAH 125000 1.00 #DIV/0! IIDIVIO! 2 ASHMITABEN KIRI113HAI VAGHANI 250000 2.01 #DIV/0! #DIVIO' 3 KlRillCUMAR NATHUBHAI VAGHANI 250000 2.01 #DIVIO! #DIV/0' 4 VIPULKUMARNATHUBHAI VAGHANI 250000 2.01 #DIV/0! #DIV/0!
5 RITABEN VIPULBHAI VAGHANI 250000 2.01 #DIV/0! #DIV/0! 6 JITUBHAJ NATHUBHAI VAGHANI 250000 2.01 IIDIV/0! IIDIV/0! 7 REKHABEN RTUBIIAJ VAGHANI 250000 2.01 #DIV/0! #DIV/0! 8 GOENKA ROBIN RAMAVTAR 125000 1.00 #DIV/0! #DIV/0! 9 GOENKA DIMPLE ROBIN 125000 1.00 #DIV/0! #DIV/0! 10 KAMLESH TEJARAM AGRAWAL 150000 1.21 #DIVIO! #DIV/0! II ISHWARBHAI NARSIIINBHAI PATEL 150000 1.21 12 JOSHI HAARD SHAILESHKUMAR 150000 1.21 13 A TUL MADiiUKAR BIRLA 150000 1.21 14 A TUL BIRLA HUF 150000 1.21 15 AGNITIO TRADING LLP 650000 5.22 16 TiiAKKAR JAGDISIIBHAI OAHYALAL 400000 3.21 17 THAKKARDHAVALJAGDISHKUMAR 400000 3.21 18 THAKKARJAGDISHCHANDRA DAHYALAL 350000 2.81 19 ARUNABEN DINESH THAKKAR 150000 1.21 20 BHAVNABEN JAGDISHKUMAR THAKKAR 350000 2.81 21 SANOSAM 600000 4.82 22 KlRAN AM1llCUMAR MAGIA 150000 1.21 23 KIRIT DHJRAJLAL MAGIA 150000 1.2 1 24 AMIT KIRIT MAGIA 150000 1.21 25 TANK SHANTILAL R 150000 1.21 26 NIRUBEN SHANTILAL TANK 150000 1.21 27 S!DDHARTH GUPTA 150000 1.21 28 A VDHESH MJSHRA 200000 1.61 29 SHIV SARAN MEHRA 200000 1.61 30 SHY AMAL ANIL BODANI 150000 1.2 1 31 ROBIN R GOENKA 125000 1.00 32 BHARGAV RATIBHAI PATEL 150000 1.2 1 33 PRAFULKUMAR LAXMANBHAI PATEL 150000 1.2 1 34 RATIBHAJ PRABHUDAS PATEL 150000 1.2 1 35 GITABEN VIPULKUMAR PATEL 150000 1.2 1 36 KANKUBEN MANSINGBHAI PATEL 150000 1.21 37 MEl-ITA MALAY AJITBHAI 150000 1.21 38 TUSHAR SHANTILAL KOTHARI 150000 1.21
TOTAL 8150000 65.50 0 IIOJV/0! 0 IIOIV/0!
Total shares (including
unde riying shares ass uming full convers ion of "amtnts and
conve rtible securities) as a % of diluted
share capital
0
_{'!fc!~'!!f!_~i_o_'!_ M~!'!D_!'?_'!_q'!_'!l__ --- ------------------- -- ------ --- ------ ---------- ------ -- --------- -- ------- _1_~o_:~_!:_f!~i_f!~ _c;_o_ _f:_i!l!_~L_e_t!_-
(ij(c)(ii) Statement sho'"ng holding of securities (including sharts, wamnts, convertible securities) of pusons (together ~ith PAQ belonging to tht utegory " Public" and holding mort than S% of the total numhtrofsharts of the comJ!!!nv
Sr. No. Name(s) oftht N umber Sharts as a Details of~llmnts Details of convertible sbartholder{s) and or sharts pt rcentage of securities
the Persons Acting in total numhtrof Coocert (PAq ~ith sharts
thtm {i.e., Grand Total (A)+(B)+(q indiuted in Number As a% total Number of %w.r.t
Statement at para of number of convertible total
Total s harts (including underiying
sharts assuming full conversion of ~llrrants and convertible
(I)( a) ~llmtn15 ~llmnts of securities number of securities) as a above} the htld convertible %of diluted
same class securities s hart capital of the same
class I AGNITIO TRADING LLP 650000 5.22 IIDIV~I IIDIV/0!
TOTAL 650000 s.:z:z 0 IIDIV..U! 0 IIDIV/0! 0
(J)(d) Statelllfnt diO,.;!!I! de taib oflotkr.d-in ~haru
Sr. No. Namt of the slareholdtr Nurmer oflotktd-in shares Locked-in shares as a pon:enta&• oftotal numbtr o shares {i.t., Grand Total PROM OTER I PROMOTER G ROUP/ (A~B~q indkattd in PUBU C Stattmtnt at P'"' ( l)(a) above)
I PRAS~IANT JAY ANTILAL LAP ASIA 25000 0.20 Public 2 CllliiNAJAYANTILALLAPASIA 25000 0.20 Public 3 JAYANTILAL MOTILAL LAP ASIA 25000 0.20 Public 4 NAINEE PRASHANT LAP ASIA 25000 0.20 Public s JAYAN11LALM011LALLAPASIA HUF . 2~000 0.20 Public 6 PRASHANT JAYANTILAL LAP ASIA (HUFl. 25000 0.20 Public 7 MANAS I JEET SHAH 25000 0.20 Public 8 AMRJT LAXMICHAND GANDI 0 50000 0.40 Public 9 SEEMAGANDHI 50000 0.40 Publi: 10 BHAVANABEN KIRTI PANCHAL 50000 0.40 Public II LEENA PIYUSH MEHTA 25000 0.20 Public 12 PIYUSH HARSHAD MEHTA 25000 0.20 Public 13 PIYUSH H MEHTA HUF . 25000 0.20 Public 14 VIJAY oos~n 25000 0.20 Public IS VIJA Y R DOS~ HUF 25000 0.20 Public 16 FENILDOSHI 25000 0.20 Public 17 JAYSHREEDOS~ 25000 0.20 Public 18 YOGESH RAMANIKLAL DOSHI 25000 0.20 Public 19 PRAGNAAMJTSHAH 125000 1.00 Public 20 VIVEK YOGESH DOSHI 25000 0.20 l'ublic 21 M!NAL YOGESH DOSHI 25000 0.20 Public 22 ASHMITABEN KIRITBHAI VAGHANI 250000 2.01 Public 23 KIRITKUMARNAlHUBHAI VAGHANI 250000 2.01 l'ublic 24 VIPULKUMAR NA11-IUBHAI VAGHANI 250000 2.01 Public 25 RITABEN VIPULBI~Al VAGHANI 250000 2.01 Public 26 JITUBHAI NATHUBHAI VAGHANI 250000 2.01 Public 27 REKHABEN JITUBHAI VAGHANI 250000 2.01 Public 28 GOENKA ROBIN RAMAVTAR 125000 1.00 Public 29 GOENKA DIMPLE ROBIN 125000 1.00 Public 30 KAMLESH TEJARAM AGRA W AI. 150000 1.2 1 Public 31 ISHWARBHAI NARSHINBHAI PATEL 150000 1.21 Public 32 JOSHI HAARD SHAILESHKUMAR 150000 1.2 1 l'ublic 33 OIPCHAND JAICHAND DOSHI 50000 0.40 Public 34 PIYUSHA MUKE>H DOS~U 50000 0.40 Public 35 MUKESH DIPCHAND DOSHI 50000 0.40 Public 36 MEET A NAVIN RATHOD 100000 0.80 Public 37 BHADRESH BHUP A TRAI SANGHA VI 25000 0.20 l'ublic 38 AlUL MADHUKAR BIRLA 150000 1.21 Public 39 NAVIN DEVJI RATHOD 100000 0.80 Public 40 ATULBIRLAHUF 150000 1.21 Public 41 MAC ARlO TRADING U2 1500000 12.06 Pron"lltcr I Pron~cr Group 42 AGNffiO TRADING LLP 650000 5.22 Public 43 THAKKAR JAGDISHBHAI DAHY ALAL 400000 3.21 Public 44 TiiAKKAR OHA VAL JAGOISHK UMAR 400000 3.21 Public 45 11-IAKKARJAGOISHCHANORA DAHYALALHUF 350000 2.81 Public 46 ARUNABEN O!NESH THAKKAR 150000 1.21 Public 47 BHAVNABEN JAGDISHKUMAR THAKKAR 350000 2.8 1 Public 48 JENIL HITENDRA SHAH 25000 0.20 Public 49 PRATIK MAHESH SHAH 25000 0.20 Public so ALKABEN NARENDRA SHAH 25000 0.20 Public 51 SMIT A MAHE>H SHAH 25000 0.20 Public 52 TRUPTI NILESH SHAH 25000 0.20 Public
-_{n_[C?_~'!!'_l_~~o_'!_ !1~!'!_o_:~'!_41!_f!l_ __ ---------- -- ----------------------------------- -- ------ ----- ---- ------- --- _1_~o_:c:_ _!:_q~~11_$__c;o__ ~_i!'!_~'-~c! -
53 RAKESH DIPCHAND DOSHI 100000 0.80 Pt~>lic
54 FUN AU RAKESH DOSHI 100000 0.80 Public 55 AMIT M SHAH HUF 75000 0.60 Public 56 SUNIL PANACHAND GUDHKA HUF 50000 0.40 Public 57 NAVIN DEVJI RATHOD HUF 50000 0.40 Public 58 MUKTABEN PANACHANDGUTKA 50000 0.40 Public 59 MEErNARENDRA BHANUSHALI 50000 0.40 Publi; 60 ASHOK BHANUSHALI 50000 0.40 Public 6 1 ASHOK GANGJI BHANUSHAU HUF 50000 0.40 Pub be 62 SWAn RAJESHGOSAR 25000 0.20 Poolic 63 SAN OS AM 600000 4.82 Public 64 YOGITA ABHIJEEr SAMANT 25000 0.20 Public 65 SWEETY RAJENDRAMAL DOSHI moo 0.14 Public 66 JA YESH HASMUKHRA Y GANDHI 50000 0.40 Public 67 NEEL.AM JA YESH GANDHI 50000 0.40 Public 68 JAYESH H. GANDHI (H.U.F.) 50000 0.40 Public 69 KIRAN AMITKUMAR MAGIA 150000 1.21 Pub be 70 KIRJT DHIRAJLAL MAGI A 150000 1.21 Public 71 AMITKIRIT MAGIA 150000 1.21 l'ublic 72 TANK SHANn LAL R 150000 1.21 l'ubli:: 73 NIRUBEN SHANl lLAL TANK 150000 1.21 Publi: 74 SIDDHARTH GUPTA 150000 1.21 Public 75 LAXMl HIRJI LALKA 50000 0.40 Public 76 AVDHESH MISHRA 200000 1.6 1 Pub IX: 77 SHIV SARAN MEHRA 200000 1.6 1 Publi: 78 VIKESH MANGILALJAIN 25000 0.20 Public 79 KA VITA VIKESH JAIN 11500 0.14 Public 80 UGAMDEVI MANGILAL JAIN 25000 0.20 Public 81 VASANTHA HITESH JAIN 17500 0. 14 Publi:: 82 HARES II R DOSHI 25000 0.20 Pub IX: 83 RUPAL H DOSHI 25000 0.20 Pub IX: 84 ADISH HARESH DOSHI 25000 0.20 Public 85 SHYAMAL ANIL BOD ANI 150000 1.21 Public 86 MOI-lAN LAL 100000 0.80 Public 87 MITESH M DOSHI 50000 0.40 Public 88 ROBIN RGOENKA 125000 1.00 Public 89 MUKESH MANUBHAI DOSHI 25000 0.20 Public 90 PIYUSH MAHENDRAKUMAR DOSHI 25000 0.20 Ptd>lic 91 JYOn AMOLSANAS 25000 0.20 Public 92 AMOL RAMRAO SAN AS 25000 0.20 Public 93 JAGRUllBEN HIREN DOSHI 50000 0.40 Public 94 HIREN BALMUKUNDBI IAI DOSIII 50000 0.40 Public 95 BHARGA V RA nBHAI PATEL 150000 1.2 1 Public 96 PRAFULKUMARLAXMANBHAI PATEL 150000 1.2 1 Public 97 RAnBI-IAI PRABHUDAS PATEL 150000 1.2 1 Public 98 GITABEN VIPULKUMAR PATEL 150000 1.2 1 Public 99 KANKUBEN MANSINGBHAI PATEL 150000 1.2 1 Public 100 MEHTA MALA V AJnllHAI 150000 1.2 1 Public 101 MIT A DIPESH CHOn IAN I 50000 0.40 l'ubli: 102 DIPESH MADHUSUDAN CHOTHANI 50000 0.40 Publi: 103 SAROJBALA PRAVINKUMAR JASANI 12500 0. 10 Public 104 RAJESH PRAVINKUMAR JASANI 12500 0.10 l'ublic lOS TUSHAR SHANTILAL KOTI-IARI 150000 1.21 Public
TOTAL 12202500 98.07
(II)( a) Statement sho~;ng details of Depository Re ceipts (DRs)
Sr. No. Type of outstanding DR Number or outs tanding Number of s bares Shares uodertying outstanding DRs as a (AO Rs, GDRs, SDRs, etc.) DRs uoder1ying outstandi02 DRs pc rce ntaee of total number of shares
{i.e., Gntnd Tohll (A)+(B)+(C) indicated in State me nt at para (J)(a) above}
I NIL NIL NIL 0.00
TOTAL 0 0 - 0.00
~OIN~ 80 I ;?. MUMSA\ ~~ 0 ~ )~ . . --~<:::';
~ 26
------------------------------------ -- -- --- ----- --- -- ------ - --- ------ ------------------- -- --- - - -- --- - - --· ··· ----- --~------ --- - ---- - - ------ --
~
(II)(b) Statement sho .. ing holding of Depository Receipts (DRs), "flere underlying s hares held by "prornoterfprornoter group" are in excess or I% ofll.e total number of sha res
S r. No. N1mt ofthe DR Holder Type of outstanding DR Number of shares (ADRs, GDRs, SORs, unde rlying outstanding etc.) DRs
I NIL NIL NIL
TOTAL 0
Shares unde rlying outstanding DRs as a pen:entage or total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in State~~~ent at para (l)(a) above}
0.00
0.00
LIST OF TOP 10 SHAREHOLDERS AS ON SEPTEMBER 30, 2015
Sr.No. Name of the Shareholders
1. Macario Trading LLP 2. Agnitio Trading LLP 3. Sanosam 4. Thakkar Dhaval Jagdishkumar 5. Thakkar Jagdishbhai Dahyalal
6. Bhavnaben Jagdishkumar
Thakkar
7. Thakkar Jagdishchandra
Dahyalal HUF
8. Rekhaben Jitubhai Vaghani
9. Jitubhai Nathubhai Vaghani 10. Ritaben Vipulbhai Vaghani
TOTAL
Category
Promoter I Promoter Group Public Public
Public Public
Public
Public
Public
Public Public
No. of Equity Shares held
15,00,000 6,50,000 6,00,000 4,00,000 4,00,000 3,50,000
3,50,000
2,50,000 2,50,000 2,50,000
50,00,000
:{i )'
* .;[ 27
-- --- ------- -------- ----- ------- ---- ---------------- -- ----- ---- ------ -- --------- - ------- ----- ----~~--- -- - --- --- --- -- -0-- ,.,. __ ---- 0 0----- -------- --
Ck
-_{~ff!~'!!t?_~i-~'!_ _"1~!'!-~:.a_~_ql:'_'!'__-- - -------- ---- --- ------ --- -- ---------------------------------------------- .1J.~:t?. _!:_a_~~~$_-~~-~_i_n:_~t-~cj_-
RECENT CORPORATE EVENT AND CHANGE IN THE STRUCTURE OF THE COMPANY:
Recent Alora Trading Co Ltd was incorporated as a Public Limited Company under the Corporate provisions of the Companies Act, 1956 on July 30, 1982 & obtained the Event Certificate of Commencement of Business on August 12, 1982 from the
Registrar of Companies, West Bengal. The Company has recently allotted 1,22,02,500 Equity Shares of Rs. 10/- each by way of Preferential Allotment under the provision of the applicable laws and have received In-Principal and listing & Trading approval from the Calcutta Stock Exchange limited for the same.
The Company is in the process of Changing its Registered Office from the State of West Bengal to State of Maharashtra and has obtained an approval from the shareholders of the Company vide Postal Ballot Notice dated February 14,
2015. The Company is in process of filing the petition for change of Registered Office to the Regional Director, Eastern Region, West Bengal.
The Company has also entered into tri-partite agreement with Skyline Financial Services Private limited, (the R & T agent of the Company), CDSL & NSDL and now the Company is looking forward to get its entire share capital listed & traded on the Bombay Stock Exchange limited.
Holding There is no holding as well as subsidiary company Alora Trading Co Ltd. Company and Subsidiary
STATUS ON CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
In accordance with Clause 49 of the listing Agreement as entered with the Stock Exchange and some of the best practices followed internationally on Corporate Governance, the report containing the details of corporate governance systems and processes is as follows:
At Alora Trading Co Ltd (ATCL), Corporate Governance is all about maintaining a valuable relationship and trust with all stakeholders. At ATCL, we consider stakeholders are playing very important role in our success, and we remain committed to maximizing stakeholder value, be it shareholders, employees, suppliers, customers, investors, communities or policy makers. This approach to value creation emanates from our belief that sound governance system, based on relationship and trust, is integral to creating enduring value for all . We have a defined policy framework for ethical conduct of businesses. We believe that any business conduct can be ethical only when it rests on the nine core values of Honesty, Integrity, Respect, Fairness, Purposefulness, Trust, Responsibility, Citizenship and Courage.
The corporate governance is an important tool for the protection of shareholder and maximization of their long term values. The objective of Corporate Governance is to achieve
excellence in business thereby increasing stakeholders' worth in the long term which can be achieved keeping the interest of stakeholders' and comply with all rules, regulations and laws. The principal characteristics of Corporate Governance are Transparency, Independence, Accountability, Responsibility, Fairness, and Social Responsibility alongwith efficient performance and respecting interests of the stakeholders and the society as a whole.
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:
The Company's philosophy on corporate governance is been founded on the fundamental ideologies of the group viz., Trust, Value and Service. Obeying the law, both in letter and in spirit, is the foundation on which the Company's ethical standards are built. On adopting corporate governance, the Company shall make a constant endeavor to achieve excellence in Corporate Governance on continuing basis by following the principles of transparency, accountability and integrity in functioning, so as to constantly striving to enhance value for all stakeholders and the society in general. As a good corporate citizen, the Company will maintain sound corporate practices based on conscience, openness, fairness, professionalism and accountability in building confidence of its various stakeholders in it thereby paving the way for its long term success. We are making continuous efforts to
adopt the best practices in corporate governance and we believe that the practices we are putting into place for the company shall go beyond adherence to regulatory framework.
2. APPLICABILITY:
As per the amendment made in the provisions of the Clause 49 of the Listing Agreement (i) companies with equity share capital of less than Rs 10 crore, (ii) companies having net worth not exceeding of Rs 25 crore, and (iii) companies listed on SME and SME-ITP platforms of the stock exchanges has to comply with the provision of clause 49 of the listing agreement. Since the paid share capital of the Company was Rs. 24,00,000/- (Rupees Twenty Four Lakhs) up to November 14, 2014, the provision of Clause 49 was not applicable, however, the Board of Directors of the Company, at their meeting held on
November 15, 2014 allotted 12,202,500 Equity shares of Rs. 10/- each at par to the specified allottees on preferential basis for which the Company has received the In-Principal and Listing and Trading approval from the Calcutta Stock Exchange Limited where the securities of the Company are presently listed.
Since the Paid Share Capital of the Company has increased during the financial year 2014-15, the Company has readily adopted the Corporate Governance and has taken appropriate measures to comply with the same.
3. BOARD OF DIRECTORS:
The Board of Company consists of G(Six) Directors (including Ms. Rohini Girish Sehgal as Women Director) at present; out of which 3(Three) Directors are independent. The composition of the Board as on March 31, 2015 is in conformity with Clause 49 of the Listing Agreement enjoining specified combination of Executive and Non Executive Director, if the
--~"!(?_~'!!l!_~i_o_'!_ #.~!'!_o_~~'!_~':'_'!'_-- -- ---------- -- -- -- --- -- ----- ---- -- -- ------------0---0-------------------- -_1_~o_:c: .!:.'!~~'!¥. -~o__ ~-i!'!_~'-~c!-
Chairman is an Executive Director, at least one half of the Board of the Company should
consist of independent director and if the Chairman is a Non-Executive Director, one-third of the Board shall consist of Independent Director. As such the Company has duly complied w ith the requirement of Clause 49 of the listing agreement as the Company has 3(Three) Independent Directors.
The names and categories of Directors, their attendance at the Board Meetings held during
the financial year 2014-2015 and also the number of Directorships and Committee positions held by them in other Companies are given herein below :-
a) Composition:
The Board comprises of G(six) directors and has been maintaining an optimum combination of Executive, Non-executive Directors and Independent Directors which is in conformity with the requirement of Clause 49 of the Listing Agreement in this regard.
The composition of the Board as on date is as follows:
Particulars No. of Directors
Non-executive Directors {NED) 3
-{Independent Directors out of the above NED) 3
Executive Director 3
Total 6
All the directors have made the necessary disclosures regarding Committee positions. None of the Directors is a Member of more than 10 Committees and Chairman of more than 5 Committees across companies in which he is a Director.
b) The details of the Directors on the Board of the Company during the year ended March 31, 2015 are as under:
Sr. Name of Director Category (see Attendance at Attendance at last No Note 1) Board Meetings AGM held on
held during FY 30.09.2014 2014 - 2015 '
Attended
1. Mr. Lalit Kumar ED (C) 13 Yes
Bagla
2. Mr. Sanjay Das NED( I) 10 Yes
·-_{"!!C?.~'!!f!.~i-~r:_ ¥.~!'!.~:~'!-~'!.'!'._- -- ---------- ------ ------------- -------- -- -------------------------------- __ 1_Z~:c:__ !:.a_~~"!~ _c:_~- ~:_;_~~~~-~c!-
3. Mr. Hiren Praful NED (I) 11 Yes Padhiyar
4. Ms. Rohini Girish NED (I) 08 Yes
Sehgal
5. Mr. Navin Rathod ED 02 No
6. Mr. Madhusudan ED 13 Yes Bagla
7. Mr. Karunakar Saw NED( I) 10 Yes 8. Mr. Sushil Chand NED (I) 10 Yes
9. Mr. Khimji Chauhan NED(I) 07 Yes
10. Mr.Santosh Mohite NED (I) 01 No
* Note 1: NED: Non Executive Director; NED (I) :Non Executive Director & Independent; ED: Executive Director, MD(C): Managing Director & Chairman
*Note 2: Mr. Khimji Jethalal Chauhan resigned from the Directorship of the Company on December 12, 2014. Mr. Sushil Chand, Mr. Sanjay Das and Mr. Karunakar Saw
resigned from the Directorship of the Company on March 04, 2015. Mr. Lalit Kumar
Bagla and Mr. Madhusudan Bagla resigned from the Directorship of the Company on December 28, 2015.
c) Relationship with Directors inter-se:
As on March 31, 2015 none of the Directors are related inter-se.
d) Shareholding of Non Executive Directors:
Non Executive director of the company do not hold any shares in the share capital of t he Company.
e) Board Meetings :
During the financial year 2014-2015, the Board met 13 (Thirteen) times and the time gap between two meetings did not exceed 4 months. Board Meetings are held in every quarter. In addition to this, Board Meetings are convened to transact special businesses, as and when necessary.
Sr. No. Date of Board No. of Directors Meeting Present
1. April 30, 2014 6 (Six) 2. July 31, 2014 6 (Six)
3. August 27, 2014 7 (Seven)
4. August 29, 2014 7 (Seven)
5. September 6, 2014 7 (Seven)
-_{"!f<!~'!!t?_~i_o_Y_l_ /'!~!Y_l_D_':?_'!_4'!'!1_ _ - ----- ------ ----- ----- ------------ --------------- ------- ------------ -- ----- _1_~o_:c:_ _!!_a_~~'!¥_ -~o_-~_i_rr_z_~t-~cj_ -
6. November 14, 2014 8 (Eight) 7. November 15, 2014 8 (Eight) 8. December 03, 2014 7 (Seven)
9. January 30, 2015 7 (Seven) 10. February 14, 2015 7 (Seven) 11. March 06, 2015 4 (Four) 12. March 09, 2015 5 (Five)
13. March 25, 2015 6 (Six)
1. Committee of Directors under Corporate Governance Code:
a) Audit Committee of Directors (Audit Committee):
Composition:
The Audit Committee presently comprises of 2(Two) Independent Directors and 1(0ne) Executive director. The Chairman is an Independent Director. The Committee generally discharges such duties as may be require under Clause 49 of the Listing Agreement with Stock Exchange and other functions as may be specifically delegated to the committee of the Board of Directors. The Committee's composition can be illustrated as follows:
NAME OF MEMBER STATUS Mr. Hiren Praful Padhiyar Chairman
Mr. Lalit Bagla Member Ms. Rohini Sehgal Member
*Note: Mr. Lalit Bagla resigned from the Directorship of the Company w.e.f. December 28, 2015.
The powers and terms of reference of the Audit Committee are as mentioned in Clause 49 II (C), (D) & (E) of the Listing Agreement and section 177 of the Companies Act, 2013 which inter alia, include overseeing financial reporting processes, reviewing with the management the financial statements, accounting policies and practices, adequacy of internal audit functions and discussion with internal auditors on any significant findings, financial and ri sk management policies.
Meeting and Attendance:
During the financial year 2014-2015, Audit committee met 4(Four) times on April 30, 2014, July 31, 2014, November 14, 2014, February 14, 2015. The time gap between any two meetings was less than four months.
The necessary quorum was present for all the meetings.
-~'!f?.~'!!~~~o_r_z_!1~!'!.o_:~r_z_1'!:'!'_ _____________ ___ ____ __ ____ ____ ___ _____________________________ ______ _________ 1_l_o_:~ T!.'!~~~~ _c;_o_ _f:J_n:_~~~q_ _.
b) Stakeholders Relationship Committee:
The Committee ensures cordial investor relations and oversees the mechanism for redressal of investors' grievances. Stakeholder Relationship Committee has been constituted to redress investor's grievance/complaints such as non-receipt of Balance Sheet, non-receipt of Dividend and to attend the requests of dematerialization of shares, rematerialisation of shares, share transfer and and entertains such other related matters.
The composition of the Committee as on March 31, 2015 is as follows:
Name of Member Status Ms. Rohini Sehgal Chairman Mr. Madhusudan Bagla Member Mr. Sushil Chand Member
*Note: Mr. Sushil Chand and Mr. Madhusudan Bagla resigned from the Directorship of the Company w.e.f. March 04, 2015 and December 28, 2015 respectively.
No Investor Compliant is pending against the Company as on March 31, 2015.
The Committee met 4(Four) times on April 30, 2014, July 31, 2014, November 14, 2014, February 14, 2015. The time gap between any two meetings was less than four months.
The necessary quorum was present for all the meetings.
c) Remuneration Policy:
The Board of Directors has appointed a separate remuneration committee. However, the Board of Directors does not pay remuneration to any of its directors.
II. Code of Conduct:
The Company has laid down a Code of Conduct for all the Board Members and Senior Management Personnel. All Board Members and Senior Management Personnel have confirmed compliance with the said code of conduct for the financial year ended March 31, 2015. The declaration to this effect signed by the Executive Director forms part of the Annual Report for the Financial Year 2014-2015.
Ill. CEO/CFO Certification:
As required by Clause 49 (V) of the listing Agreement, Executive Director's certification of the Financial Statements, the Cash Flow Statement and the Internal Control Systems for financial reporting has been annexed to the Annual Report filed for the Financial Year 2014-2015.
a) Secretarial Audit:
A qualified practicing Company Secretary carried out the Secretarial Audit on quarterly basis to reconcile the share capital with National Securities Depository Services Ltd. ("NSDL") and Central Depository Services Ltd. ("CDSL") and the total issued and listed capital. The audit confirms that the total issued /paid-up capital is in agreement with total number of shares in physical forms and total number of demat shares held with NSDL and CDSL
b) Brief resume of Director being appointed I re-appointed:
A brief resume, nature of expertise in specific functional areas, names of companies in which the person already holds directorship and membership of committees of the Board and his shareholdings in the Company forms part of the Notice of the Annual General Meeting, has been annexed to the Annual Report filed for the Financial Year 2014-2015.
c) Compliance with mandatory and non-mandatory requirements:
The Company has complied with all the mandatory requirements along with some nonmandatory requirements also.
1. Compliance Certificate of the Auditors:
Certificate from the Auditors of the Company, *M/s. Shripad Kulkarni & Associates, Statutory Auditors confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 has been obtained by the Company which forms part of the Annual Report.
This Certificate has also been forwarded to the Stock Exchanges where the securities of the Company are listed.
*Note: M/s. Chaitik Salot & Associates has been appointed as the Statutory of the Company for a period of 5 (Five) consecutive years from the conclusion of 32nd Annual General Meeting held on September 25, 2015 until the conclusion of 3ih Annual General Meeting to be held after the Annual General Meeting held on September 25, 2015.
2. Means of communication:
The information about the financial performance of the Company is disseminated on a regular basis through newspapers and website of the Company; www.aloratradingltd.com besides communicating the same to the Stock Exchanges.
Further, financial results, corporate notices etc. of the Company are published in the newspapers.
Designated exclusive e-mail ID: The Company has designated exclusively for investor servicing: aloratradingco@gmai l.com.
• IV. Details of General Body Meetings:
The location and time for last three Annual General Meetings is as follows:
Year Location Date Time Whether any special resolution passed therein
2014 Registered 30/09/2014 02 .30 P.M. Yes Office
2013 Registered 30/09/2013 10.00 A.M No Office
2012 Registered 29/09/2012 12.00 P.M No Office
V. Disclosures:
i. There was related party transaction as required to be disclosed in compliance with the Accounting Standard 18 "Related Party Disclosures" issued by the Institute of Chartered Accountants of India (ICAI).
ii. No Strictures/Penalties have been imposed on the Company by the Stock Exchange or the Securities and Exchange Board of India (SEBI) or any statutory authority on any matters related to capital markets during the last three years.
iii. In the preparation of the financial statements, the Company has followed the Accounting Standards issued by ICAI. The significant accounting policies, which are consistently applied, have been set out in the Notes to Accounts.
VI. General Member Information:
i) Financial Calendar 2014-2015:
Results for the quarter ended June, 2014. Announced on August 14, 2014 Results for the quarter ended September, Announced on November 14, 2014 2014. Results for the quarter ended December, Announced on February 14, 2015 2014. Results for the year ended March 31, 2015 Announced on May 30, 2015
Dividend Payment date: N.A.
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... ii) Other Shareholder Information:
listing on Stock exchange The Equity shares of the Company are listed on the Calcutta Stock Exchange Limited. The listing fee has been paid to the Stock Exchange.
Stock code 11189
Market Price Data No Market Price Data for the year under review is available as the shares were in physical form, during this year.
Performance in comparison Since the Company's shares are listed only on the to broad-based indices such Calcutta Stock Exchange Limited and not with any other as BSE Sensex: Stock Exchange and accordingly such comparison is not
possible for the Company's Share Prices.
Registrar & Share Transfer Skyline Financial Services Private Limited, Agents D-153 A, 1st Floor, Okhla Industrial Area,
Phase - I, New Delhi - 110 020
Tel. : 011-26812682, 83,
011-64732681 to 88 Fax : 011-26812682
Email: [email protected] I [email protected]
Website: skylinerta.com
Share Transfer System The Share Transfers (pertaining to shares in Physical Mode) are registered and returned within the stipulated time, if documents are complete in all respects. In respect of the shares held in dematerialized mode, the transfer t akes place instantaneously between the transferor, transferee and the Depository Participant through electronic debit/credit of the accounts involved.
i ii) Dematerialization of shares and Liquidity:
As on date, 1,22,02,500 Equity Shares aggregating to 98.07% of the paid up share capital are held in dematerialized mode.
iv) Outstanding GDRs/ ADRs/Warrants:
No GDR I ADR I Warrant or any convertible instrument has been issued by the Company.
v) Address for correspondence:
The members may address their communication/ grievances/ queries to the Compa~ 1
Registrar and Share Transfer Agent at the following address: ~~ ~ / l 3 ~~·-t: :
--------- --------------- --- ----------- -- ------------------- --------------------- ------------------ ------ --- ---~b~_l)l:'"_<i;:~ (} ~ ~ MUMB211J:J ~ )ty • ..
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.. 302, Vikas Commercial Complex, Bhakti Marg, Mulund (West), Mumbai-400080
(Members are requested to quote their folio number/DP ID & Client ID in all their correspondence with the Company/ RTA).
IX- MANAGEMENT DISCUSSIONS AND ANALYSIS
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
Forward- Looking Statements:
This Report contains forward - Looking Statements. Any, statement that address expectations or projections about the future, including but not limited to statements about the Company's strategy and growth, product development, market position, expenditures and financial results, are forward looking statements. Forward looking statements are based on certain assumptions and expectations of future growth. The Company cannot guarantee that these assumptions are accurate and will be realized. The Company's actual results, performance or achievements could thus differ materially from those projected in any such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements, on basis of any subsequent developments, information or events.
Overview:
During the financial year under review the revenue from operations has increased from Rs. 50.39 Lacs to Rs. 1.32/- and there is no other income.
Outlook:
During the year, the Company is mainly engaged in the business of hire purchase of cars and Project financing/financing of Industrial enterprises. The Company is planning to expand and diversify the operational activities in the coming years ahead in order to tap higher revenues.
Risk and Concerns:
Due to stiff competitions in the finance field where the company's activities are centered in, the overall margins are always under pressure, but maintainable, with the constant effort and good services rendered by the company. Since the Company has also indulged in the business of Project Financing, the risk of bad debts may also affect the Company's growth and future inflow.
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: ....... ' ,-
Earlier Years
(3) Mat Credit Utilized
Profit {Loss) for the period
Earnings Per Equity Share:
(1) Basic
(2) Diluted
Balance Sheet Statement
EQUITY AND LIABILITIES
Shareholders Fund
(a) Share Capital
(b)Reserves and Surplus
Non - Current Liabilities
(a) Long Term
borrowings Current Liabilities
(a) Trade payables
(b) Short term
provisions
(c) Short Term
Borrowings
(d) Other Current liabilities
TOTAL
ASSETS
Fixed
Assets:Tangible
Assets
Long Term Loans and Advances Other Non Current Assets
0.00
1799318.36
0.14
0.14
2015
124425000.00
1221415.00
170542.00
340000.00
837800.00
450000.00
--
127444757.00
1100533.00
123977239.00
200000.00
39259.00 0.00 0.00 0.00
321829.20 (379.55) 24726.60 71060.25
1.34 (0.00) 0.10 0.30
1.34 (0.00) 0.10 0.30
12 Months period ending March 31
2014 2013 2012 2011
2400000.00 2400000.00 2400000.00 2400000.00
(577902.48) (900519.68) (900140.13) (924416.73)
182957.50 634107.00 2077820.60 2609178.20
13483.00 113483.00 22726.00 373236.00
.80000.00 304335.05 288162.00 293306.05
680292.90 863250.40 0.00 0.00
-- -- -- 666542.05
2778830.92 3414655.77 3888568.47 4751303.52
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
.'f! 0.00 0.00 0.00 0.00
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SECTIONS-XIII- PURPOSE OF LISTING
The Company is already listed on Calcutta Stock Exchange Limited and regularly complying with the all the Listing compliances.
As we know that the Bombay Stock Exchange is the number 1 exchange in the world in terms of the number of listed companies (over 4900). It is the world's 5th most active in terms of number of transactions handled through its electronic trading system.
BSE is the first exchange in India and the second in the world to obtain an ISO 9001:2000 certifications. It is also the first Exchange in the country and second in the world to receive Information Security Management System Standard BS 7799-2-2002 certification for its BSE OnLine trading System (BOLT). Presently, we are ISO 27001:2005 certified, which is an ISO version of BS 7799 for Information Security.
Followings are the benefits of listing which has motivated the Management to get the securities of the Company listed on BSE:-
a. Fund Raising and exit route to 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 to the ESOP-holding employees.
b. Ready Marketability of Security:
Listing brings in liquidity and ready marketability of securities on a continuous basis adding prestige and importance to listed companies.
c. Ability to raise further capital:
An initial listing increases a company's ability to raise further capital through various routes like preferential issue, rights issue, Qualified Institutional Placements and ADRs/GDRs/FCCBs, and in the process attract a wide and varied body of institutional and professional investors.
d. Supervision and Control of Trading In Securities:
The transactions in listed securities are required to be carried uniformly as per the ru les and byelaws of the exchange. All transactions in securities are monitored by the regulatory mechanisms of the stock exchange, preventing unfair trade practices. It improves the confidence of small investors and protects them.
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e. Fair Price for the Securities:
The prices are publicly arrived at on the basis of demand 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. Timely 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 provid ing more transparency and building investor confidence.
g. Collateral Value of Securities:
Listed securities are acceptable to lenders as collateral for credit facil it ies. A listed company can also borrow from financial institutions easily as it is rated favorably by lenders of capital; the company can also raise additional funds from the public through the new issue market with a greater degree of assurance.
h. Better Corporate Practice:
Since the violation of the listing agreement entails the de-listing/suspension of securities from the rings of the 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.
j . Subdivision and Consolidation of Holdings:
Stock exchange bye-laws provide for explicit rules for sub division and consolidation of securities as desired by the investors. There is special trading sessions in the exchange for conversion of odd lots into market lots arranged by financial and institutional investors. •source BSE website
Listing raises a company's public profile with customers, suppliers, investors, financial institutions and the media. A listed company is typically covered in analyst reports and may also be included in one or more of indices of the stock exchanges.
An Initial listing increases a company's ability to raise further capital through various ro~ ~ 45 ('""-·~ ~ ' , . • ' .. ;;!.~•
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Preferential issue, rights issue, Qualified Institutional Placements and ADRs/GDRs/FCCBs, and in the process attract a wide and varied body of institutional and professional investors.
Listing leads to better and timely disclosures and thus also protects the interest of the investors.
Listing on BSE provides a continuing liquidity to the shareholders of the listed entity. This in turn helps broaden the shareholder base.
Companies listed on BSE generally f ind that the market perception of their financial and business strength is enhanced.
XIV· DECLARATION
• NO STATEMENT MADE IN THIS INFORMATION MEMORANDUM SHALL CONTRAVENE ANY OF THE PROVISIONS OF THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER.
• All THE LEGAL REQUIREMENTS, AS ALSO THE GUIDELINES, INSTRUCTIONS, ETC., ISSUED BY SEBI, GOVERNMENT OR ANY OTHER COMPETENT AUTHORITY IN RESPECT OF LISTING OF SECURITIES HAVE BEEN DULY COMPLIED WITH.
• ALL THE INFORMATION CONTAINED IN THIS DOCUMENT ARE TRUE AND CORRECT TO THE BEST OF OUR KNOWLEDGE.
Place: Mumbai Date: 15.02.2016
Signed on behalf of the Board of Directors
For ALORA TRADING CO
'v--oJ.._ .
NAV DEVJI RATHOD WHOLE-TIME DIRECTOR
DIN: 01873679