kausambi vanijya limited - bse india
TRANSCRIPT
ANNEXURE - A
INFORMA TION MEMORANDUM
Dated: May 05, 2014
Kausambi Vanijya Limited
The Company was incorporated on January 11, 1983 under the Companies Act, 1956 as "Kausambi Vanijya Limited" in the state of West Bengal and a Certificate of Incorporation was issued by the
Registrar of Companies, West Bengal and the Corporate Identification Number (CIN) of the Company is L51226WB1983PLC035663.
Regd. Office: 19, British India Street, 2nd
Floor, Kolkata-700069, Tel. No.: 033-3262-4499,
Email ID: [email protected], Website: www.kausambivanijya.com
Contact Person: Dolly Jhabak, Company Secretary; Tel. No.: 033-3262-4499, Email ID:
INFORMATION MEMORANDUM FOR LISTING OF 47,40,000 EQUITY SHARES OF
RS.10/-EACH FULLY PAID UP
GENERAL RISKS
Investment in equity and equity-related securities involve a degree of risk and investors should not invest in the equity shares of Kausambi Vanijya Limited 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 of Kausambi Vanijya Limited. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved.
ABSOLUTE RESPONSIBILITY OF KAUSAMBI VANIJYA LIMITED
Kausambi Vanijya Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to Kausambi Vanijya Limited, 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.
The Equity Shares of Kausambi Vanijya Limited which are listed on the Calcutta Stock Exchange
Limited are proposed to be listed and traded on BSE Limited.
REGISTRAR & SHARE TRANSFER AGENT
PURVA SHAREGISTRY (INDIA) PRIVATE LIMITED
Unit No. 9, Shiv Shakti Ind. Estate, J.R. Boricha Marg, Opp. Kasturba Hospital Lane, Lower Parel (E),
Mumbai-400011
Tel: 022 2301 6761/8261, Fax: 022 2301 2517
Email ID :[email protected], Website : www.purvashare.com
TABLE OF CONTENTS
I. DEFINITIONS AND ABBREVIATIONS 01
II. GENERAL 03
Presentation Of Financial, Industry And Market Data 03
Forward Looking Statements 04
III. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF 05
IV. INTRODUCTION 06
Summary of Business 06
Summary of Financial Information 08
General Information 14
Capital Structure 17
Disclosures 24
V. ABOUT THE COMPANY 25
Our History and certain Corporate Matters 25
Our Management 27
Brief Profile of Directors 28
Corporate Governance Report 29
Management Discussion and Analysis 41
VI. FINANCIAL INFORMATION 42
Report of the Statutory Auditors, M/s P D Randar & Co., Chartered
Accountant
42
Financial Statements 46
VII. OUTSTANDING LITIGATIONS 63
VIII. MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION 64
IX. OTHER INFORMATION 71
Material Documents For Inspection 71
Declaration 72
1
SECTION I - DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise requires, in the Information Memorandum, all references to "KAUSAMBI", "we", "us", "our" and "the Company" are to Kausambi Vanijya Limited.
Term Description
"The Company" or "Kausambi" or "we" or "us" or "our"
Kausambi Vanijya Limited having its registered Office at 19, British India Street, 2
nd Floor, Kolkata-700069
AOA/Articles/Articles of Association Article of Association of the Company, as amended from time to time, unless the context otherwise specifies
Auditors / Statutory Auditors The Statutory Auditors of the Company, M/s P. D.
Randar & Co., Chartered Accountant.
Banker(s) to the Company The Bankers of the Company, ING Vysya Bank, Kolkata, West Bengal.
Board of Directors/ Board/ Directors The board of directors of the Company or a committee
constituted thereof, unless the context otherwise
specifies
BSE / Bombay Stock Exchange Limited BSE Limited
Director(s) The director(s) of the Company, unless otherwise
specified.
Equity Shares Equity shares of the Company of face value of Rs. 10 each, fully paid up, unless otherwise specified in the context thereof
Information Memorandum This document as filed with the Stock Exchanges is known as and referred to as the Information Memorandum
Memorandum/ Memorandum of
Association
The Memorandum of Association of Kausambi Vanijya
Limited
Promoters The promoters of the Company.
Promoter Group Includes such persons and entities constituting our promoter group in terms of Regulation 2 (l)(zb) of the
SEBIICDR Regulations
Registered Office The registered office of the Company at 19, British India Street, 2
nd Floor, Kolkata-700069
Registrar/ Registrar & Share Transfer
Agent
The Registrar & Share Transfer Agent of the Company, Purva Shareregistry (India) Private Limited
Abbreviations
Term Description
Act or Companies Act The Companies Act, 1956, as amended from time to
time
AGM Annual General Meeting
AS Accounting Standards issued by the Institute of
Chartered Accountants of India
AY Assessment Year
BIFR Board for Industrial and Financial Reconstruction
2
CG Central government
CIN Corporate Identification Number
CDSL Central Depository Services (India) Limited
CSE The Calcutta Stock Exchange Limited
Depositories NSDL and CDSL
Depositories Act The Depositories Act, 1996 as amended from time to
time
DP/ Depository Participant A depository participant as defined under the
Depositories Act, 1996
EBITDA Earnings Before Interest, Tax, Depreciation and Amortisation
EGM Extraordinary General Meeting
EPS Earnings per Equity Share
Financial year/fiscal/ FY Period of twelve months ended March 31 of that
particular year, unless otherwise stated
HUF Hindu Undivided Family
I. T. Act The Income-tax Act, 1961, as amended from time to time, except as stated otherwise
Indian GAAP Generally Accepted Accounting Principles in India
Listing Agreement Listing agreement entered into by the Company with
the Stock Exchanges
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 Securities Depository Limited
P/E Ratio Price/Earnings Ratio
PAN Permanent Account Number allotted under the Income
Tax Act, 1961
PAT Profit after tax
PBT Profit before tax
RoC Registrar of Companies, West Bengal
Rs. Indian Rupees
RSE Designated Regional Stock Exchange
SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as
amended from time to time
SEBI The Securities and Exchange Board of India constituted under the SEBI Act, 1992, as amended from time to time
SEBI Act Securities and Exchange Board of India Act 1992, as
amended from time to time
SEBI Guidelines SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2009 including instructions and
clarifications issued by SEBI from time to time.
State Government The government of a state of the Union of India
UIN Unique Identification Number
3
SECTION II - GENERAL PRESENTATION OF FINANCIAL, INDUSTRY AND 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 to the "Company", "we", "us" and "our" refers to
Kausambi Vanijya Limited.
Financial Data
Unless indicated otherwise, the financial data in this Information Memorandum is derived from our
financial statements prepared in accordance with the Generally Accepted Accounting Principles in
India ("Indian GAAP") and the Companies Act, 1956, as amended ("Companies Act") included
elsewhere in this Information Memorandum.
The financial year commences on April 1 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. In this Information
Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are
due to rounding off.
Currency of Presentation
All references to "Rupees" or "INR" are to Indian Rupees, the official currency of the 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 any independent sources.
The extent to which the market and industry data used in this Information Memorandum is
meaningful depends on the readers familiarity with the understanding of the methodologies used in
compiling such data. There are no standard valuation methodologies or accounting policies in the said
industry in India and methodologies and assumptions may vary widely among different industry
sources.
4
FORWARD LOOKING STATEMENTS
This Information Memorandum contains certain words or phrases, including, "will", "aim", "will
likely result", "believe", "expect", "will continue", "anticipate", "estimate", "intend", "plan",
"contemplate", "seek to", "future", "would", "objective", "goal", "project", "should", "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 from those contemplated by the relevant forward-looking statement.
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 countries.
• Our ability to successfully implement our strategy, our growth and expansion, our exposure to
market risks that have an impact on our business activities or investments.
• The changes in monetary and fiscal policies of India, inflation, deflation, unanticipated
turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices.
• 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.
• Changes 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 of operations of the Company at any time due to strike.
• The Loss of our key employees and Staff.
• Our ability to respond to technological changes.
Absolute Responsibility of Kausambi Vanijya Limited
Kausambi Vanijya Limited having made all reasonable inquiries, accepts responsibility for, and
confirms that this Information Memorandum contains all information with regard to the Company,
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 are intentions misleading in any material respect.
5
SECTION III - RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF
Risk Factors
The Company being a Trading Company is currently engaged in the Trading of Sarees in retail and
wholesale market. The business of the Company largely depends on the consumers spending power.
Any adverse trend in the industry, adverse trends in domestic business environment will have adverse
impact on the performance of the Company.
Any adverse changes in political and economic environment in India will have negative impact on
business and performance of the Company.
Changes in government policies national or state wise will have adverse consequences on the business
of the Company.
Management Perception
The Company, at present follows such rules, regulations and guidelines as may be applicable to a
Trading Company. It follows and regularly complies with the guidelines issued by the Ministry of
Corporate Affairs, Income Tax and Accounting Standards 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 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.
The Company has in built balancing business strategy/approach so as to ensure minimum effect on the
business of the company in the adverse situations of political, economic scenario and government
policies.
6
SECTION IV - INTRODUCTION
SUMMARY OF BUSINESS
In this section, unless the context requires otherwise, any reference to "we", "our" and "us" refers to
the Company.
OVERVIEW
The Company was incorporated on January 11, 1983 under the Companies Act, 1956 as "Kausambi
Vanijya Limited" in the state of West Bengal. The Corporate Identification Number (CIN) of the
Company is L51226WB1983PLC035663. The Registered Office of the Company is situated at 19,
British India Street, 2nd
Floor, Kolkata-700069 the Company made an Initial Public Offering of Shares
in the year 1984. The shares of the Company are listed on Calcutta Stock Exchange Limited.
The Equity share of the Company is listed on Calcutta Stock Exchange.
Company's major activities are carried out at its Kolkata offices.
Existing and proposed activities of the Company are within the scope of the Object Clause of our
Memorandum of Association.
7
Areas of activity of the Company
The Company is mainly operating under two areas:
Trading in Sarees
The company is mainly into Trading in sarees. The
company has a wide variety of sarees from plain to
designer and cotton to silk. The main object of the
company is to cater to the growing industry and offer its
products to all the age groups. The company is slowly
progressing towards becoming a one stop shop for all
the retailers. The company is planning to venture into
trading of other merchandise products through the
existing chain of Wholesellers and retailers.
Major areas of operation
Trading in Sarees
Trading in Sarees
Whole Sale Trade
Retail Trade
Retailers Corporate Customers Outlets
8
SUMMARY OF FINANCIAL INFORMATION
The following table provides a summary of financial information derived from the financial
statements as of and for the financial year 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.
Summary Statement of Standalone Assets and Liabilities
(Rs. In Lacs)
Particulars As at 31 March
2013 2012 2011
Non-current assets
Fixed Assets
Gross Block 5.75 - -
Less: Deprecation 0.01 - -
Net Block 5.74 - -
Non-Current Investment 110.51 16.64 18.89
Other Non-Current Assets - - -
Total 116.25 16.64 18.89
Current Assets
Sundry Debtors 79.96 43.32 8.80
Cash & Bank Balance 17.26 0.89 0.26
Loans & Advances 319.54 - -
Other Current Assets - - -
Total 416.76 44.21 9.06
Liabilities & Provision
Secured Loans - - -
Unsecured Loans - - -
Current Liabilities & Provision 61.30 39.23 6.47
Total 61.30 39.23 6.47
Net Worth
Share Capital 24.00 24.00 24.00
Share Application Money 450.00 - -
Reserve & Surplus (2.29) (2.38) (2.52)
Total 471.71 21.62 21.48
9
Summary Statement of Standalone Profit and Loss Account
(Rs. In Lacs)
Particulars For the year ended 31 March
2013 2012 2011
Income
Income from services/sales 36.63 34.52 111.81
Other Income 1.04 - 8.80
Total 37.67 34.52 120.61
Expenditure
Purchase 34.32 32.74 117.15
Administrative & Other Exp. 2.18 1.58 3.32
Depreciation 0.01 - -
Total 36.51 34.32 120.47
Profit before Exceptional items and tax 0.76 0.20 0.14
Exceptional Items - - -
Profit before tax 0.76 0.20 0.14
Provision for Taxes 0.15 0.06 0.04
Provision for Deferred Taxes 0.53 - -
Net Profit after tax 0.09 0.14 0.10
Earnings Per Share 0.04 0.06 0.04
Summary Statement of Standalone Cash Flow
(Rs. In Lacs)
Particulars For the year ended 31 March
2013 2012 2011
Cash flow from operating activities
Net profit/loss before tax 0.76 0.20 0.14
Adjustment for:
Depreciation/Amortization 0.01 - -
Fixed Asset Written off - - 0.01
Interest Received 1.04 - -
Operating Cash flows before working
Capital changes
(0.26) 0.20 0.15
Adjustment for:
Decrease/(Increase) in trade Receivables (36.63) (34.52) 4.44
10
Increase /(decrease) in trade payables 21.46 32.74 -
Cash generated from / (used in) operating
activities before taxes
(15.44) (1.58) 4.59
Direct taxes paid (0.06) (0.04) -
Net cash generated from / (used
in) operating activities [A] (15.50) (1.62) 4.59
Cash flows from investing activities
Purchase of Non-Current Investment (93.87) - -
Disposal of Investment - 2.25 4.40
Purchase of Fixed Assets (5.75) - -
Net cash used in investing
activities [B]
(99.62) 2.25 4.40
Cash flows from financing
activities:
Share Application Money Received 450.00 - -
Decrease/(Increase) in Loans & Advances (319.54)
Interest (Paid)/ Received 1.04 - -
Net cash generated from / (used in)
financing activities FC]
131.50 - -
Net increase / (decrease) in cash and
cash equivalents [A+B+C] 16.38 0.63 8.99
Cash and cash equivalents at the beginning of
the year / period
0.89 0.25 0.07
Cash and cash equivalents at
the end of the year / period
17.26 0.89 9.06
Total Cash and Cash Equivalent 17.26 0.89 9.06
11
Summary Statement of Consolidated Assets and Liabilities
(Rs. In Lacs)
Particulars As at 31 March
2013 2012
Non-current assets
Fixed Assets
Gross Block 5.75 -
Less: Deprecation 0.01 -
Net Block 5.74 -
Non-Current Investment 102.10 12.34
Other Non-Current Assets - -
Total 107.84 12.34
Current Assets
Sundry Debtors 79.96 43.32
Cash & Bank Balance 25.42 4.48
Loans & Advances 319.54 -
Other Current Assets - 0.10
Total 424.92 47.90
Liabilities & Provision
Secured Loans - -
Unsecured Loans 0.25 -
Current Liabilities & Provision 61.56 39.27
Total 61.81 39.27
Net Worth
Share Capital 24.00 24.00
Share Application Money 450.00 -
Reserve & Surplus (3.05) (3.03)
Total 470.95 20.97
12
Summary Statement of Consolidated Profit and Loss Account
(Rs. In Lacs)
Particulars For the year ended 31 March
2013 2012
Income
Income from services/sales 36.63 34.52
Other Income 1.81 0.02
Total 38.44 34.54
Expenditure
Purchase 34.32 32.74
Administrative & Other Exp. 0.35 1.63
Depreciation and Amortization expenses 2.96 0.63
Total 37.63 35.00
Profit before Exceptional items and tax 0.82 (0.46)
Exceptional Items - -
Profit before tax 0.82 (0.46)
Provision for Taxes 0.31 0.06
Provision for Deferred Taxes 0.53 -
Net Profit after tax (0.02) (0.52)
Earnings Per Share (0.01) (0.22)
Summary Statement of Consolidated Cash Flow
(Rs. In Lacs)
Particulars For the year ended 31 March
2013 2012
Cash flow from operating activities
Net profit/loss before tax 0.81 (0.46)
Adjustment for:
Depreciation/Amortisation 0.01 -
Fixed Asset Written off - -
Interest Received 1.04 -
Operating Cash flows before working Capital
changes
(0.21) (0.46)
Adjustment for:
Decrease/(Increase) in trade Receivables (36.63) (34.52)
13
Increase /(decrease) in trade payables 21.53 32.70
Cash generated from / (used in) operating activities
before taxes
(15.31) (2.28)
Direct taxes paid (0.06) (0.04)
Net cash generated from / (used in) operating activities [A]
(15.37) (2.32)
Cash flows from investing activities
Purchase of Non-Current Investment (89.76) -
Disposal of Investment - 6.55
Purchase of Fixed Assets (5.75) -
Net cash used in investing activities
[B]
(95.51) 6.55
Cash flows from financing activities:
Share Application Money Received 450.00 -
Decrease/(Increase) in Loans & Advances (319.54) -
Interest (Paid)/ Received 1.04 -
Net cash generated from / (used in) financing
activities fC]
131.50 -
Net increase / (decrease) in cash and cash
equivalents [A+B+C] 20.61 4.23
Cash and cash equivalents at the beginning of the year /
period
4.48 0.25
Cash and cash equivalents at the end of
the year / period
25.09 4.48
Total Cash and Cash Equivalent 25.09 4.48
14
GENERAL INFORMATION
The Company was incorporated on January 11, 1983 under the Companies Act, 1956 as "Kausambi
Vanijya Limited" in the state of West Bengal and the Corporate Identification Number (CIN) of
the Company is L51226WB1983PLC035663.
Registered Office of the Company
19, British India Street,
2nd
Floor, Kolkata,
West Bengal -700069
Tel. No: 033-3262-4499,
Email ID:
Website:
www.kausambivanijya.com
Address of Registrar of Companies
The Company is registered with the Registrar of Companies, West Bengal, Kolkata, situated at the
following address:
Nizam Palace
2nd MSO Building
2nd Floor, 234/4, A.J.C.B. Road
Kolkata - 700020
Tel: 033-2287 7390 Fax: 033-2290 3795
Email ID: [email protected]
Board of Directors
The Board of Directors comprises of:
Name and DIN Category Age
(years)
Address
Mr. Tarun Kumar
Newatia
DIN:01224254
Managing Director 42 8, Nayapatty Road, 1st Floor, Flat No-
B, Kolkata- 700055
Mr. Binit Agarwal
DIN:03330360
Executive
Director
27 6, Ramanath Sadhu Lane, Kolkata-
700006
Mr. Amit Chanda
DIN:01769010
Independent
Director
29 Agarpada Matangini Hazra Pally,
South Station Road, Kolkata-700109
Mr. Manoj Das
DIN: 02930479
Independent
Director
40 4, Panchanantola Lane,
Kolkata-700012
15
Company Secretary & Compliance Officer
Ms. Dolly Jhabak
19, British India Street,
2nd
Floor, Kolkata-700069
Tel. No. (033) 3262-4499
Email ID: [email protected],
Share Transfer Agents:
Purva Sharegistry (India) Pvt. Ltd
Unit No. 9,
Shiv Shakti Industrial Estate,
J. R. Boricha Marg,
Opp. Kasturba Hospital Lane,
Lower Parel (E),
Mumbai-400011
Tel: (022) 23016761/8261
Email ID: [email protected]
Website: www.purvashare.com
Bankers to the Company
ING Vysya Bank, AB-3, Ground
Floor, Saltlake City, Sector-1,
Kolkata, West Bengal - 700064
Website: www.ingvysyabank.com
Statutory Auditors
P. D. Randar & Co.
13, Ganesh Chandra Avenue,
2nd Floor, Suite No. 12,
Kolkata, West Bengal -700013
Firm Registration No: 319295E
Email ID: [email protected]
Eligibility Criterion
The Company is submitting its Information Memorandum, containing information about itself,
making disclosures in line with the disclosure requirement for direct listing, as applicable, to BSE for
making the said Information Memorandum available to public through their website viz.
www.bseindia.com.
16
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.
Filing
Copies of this Information Memorandum have been filed with BSE in due compliance.
Listing
The Equity Shares of the Company are listed on the Calcutta Stock Exchange. Now the Equity Shares
of the Company shall be admitted for direct listing on BSE Limited (BSE) subject to fulfilment of
listing criteria of direct listing of BSE 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.
Demat Credit
The Company has executed Tripartite Agreements with both the depositories i.e. NSDL and CDSL
for admitting its securities in demat form and have allotted ISIN: INE223P01018.
General Disclaimer from the Company
The Company accepts no responsibility for statement 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 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.
17
C A P I T A L S T R U C T U R E
Our share capi ta l as of the date of this Informat ion Memorandum is set forth below:
Sr. No.
Part iculars A ggregate N ominal
Value (Rs .)
A Authorised Share Capital :
47,50,000 equity shares of Rs. 10 each 4,75,00,000
B Issued, Subscribed and Paid up Capital
47,40,000 equi ty shares of Rs. 10 each 4,74,00,000
C Calls in arrear Nil
Build up His tory of Paid-up Capita l
Date of Al lotment/
Ful ly Pai d U p
No. of Equity
Shares allotted
Fac e Value
(In Rs.)
Issue
Price (In
Rs.)
Cum ul at iv e
n u m be r o f
equity shares
Cum ulative
Paid up
Capital (In
Rs.)
On Incorporation^
(11/01 /1983)
70 10 10 70 700
01 /03 / 1 984 2,39,930 10 10 240000 2400000
17/05/2013 45,00,000 10 10 4740000 47400000
^ Allo tme n t of 7 0 equ i ty s hares p ur s ua n t to the s u bscr ip t io n to the M emo ran dum of A sso cia t i on
18
Distribution of Shareholding (By Size) as on March 31, 2014
Particulars Shareholders Equity shares
Number % of total Number % of total
Up to 50000 529 97.25 240000 5.06
50001 to 100000 NIL NA NIL NA
100001 to 150000 NIL NA NIL NA
150001 to 200000 NIL NA NIL NA
200001 & 250000 NIL NA NIL NA
250001 & Above 15 2.75 4500000 94.94
Total 544 100.00 4740000 100.00
Shareholding pattern of the Company as on March 31, 2014
(l)(a)Statement showing Shareholding Pattern
Name of the Company: Kausambi Vanijya Limited
Scrip Code: 21187 Name of the scrip: KAUSMVANIJ Class of security:Equity shares
Shareholding Pattern As on 30.09.2013
Partly paid-up shares No. of partly
paid-up shares
As a % of total no. of
partly paid-up
shares
As a % of total no. of shares
of the Company
Held by promoter/promoter group - - -
Held by public - - -
Total - - -
Outstanding convertible securities No. of
outstanding
securities
As a % of total no.
of outstanding
convertible
securities
As a % of total no. of shares
of the company, assuming
full conversion of the
convertible securities
Held by promoter/promoter group - - -
Held by public - - -
Total - - -
Warrants No. of warrants As a% of total
no. of warrants
As a % of total no. of shares
of the company, assuming
full conversion of warrants
Held by promoter/promoter group - - -
Held by public - - -
Total - - -
Total paid-up capital of the Company,
assuming full conversion of warrants
and convertible securities
47,40,000.00
19
Category
Code
(I)
Category of Shareholder
No. of
share-
holders
(HI)
Total No.
of shares
(IV)
No. of
shares
held in
demat
form
(V)
Total share-
holding as a
percentage of
total number of
shares
Shares pledged
or otherwise
encumbered
As a
%of
(A+
B)
As a
%of
(A+B
+C)
(VII)
No. of
share
s
As a %
(IX)=(
VIII)/(
IV)xl0
(A) Shareholding of Promoter and
Promoter Group
(1) Indian
(a) Individuals/Hindu Undivided
Family
5 69,000 0 1.45 1.45 - -
(b) Central Government/State
Government(s)
- - - - - - -
(c) Bodies Corporate - - - - - - -
(d) Financial Institutions/Banks - - - - - - -
(e) Any Other (specify) - - - - - - -
Sub-Total (A)(l) - - - - - - -
(2) Foreign - - - - - - -
(a) Individuals (Non-Resident
Individuals/Foreign Individuals)
(b) Bodies Corporate - - - - - - -
(c) Institutions - - - - - - -
(d) Qualified Foreign Investor - - - - - - -
(e) Any Other (specify) - - - - - - -
Sub-Total (A)(2) - - - - - - -
Total Shareholding of
Promoter and Promoter
Group
5 69,000 0 1.45 1.45
(B) Public shareholding
(1) Institutions - - - - - - -
(a) Mutual Funds/UTI - - - - - - -
(b) Financial Institutions/Banks - - - - -
(c) Central Government/State - - - - - - -
(d) Venture Capital Funds - - - - - - -
(e) Insurance Companies - - - - - - -
(f) Foreign Institutional Investors - - - - - - -
(g) Foreign Venture Capital - - - - - - -
(h) Qualified Foreign Investor - - - - - - -
(i) Any Other - - - - - - -
Sub-Total (B)(l) - - - - -
20
(2) Non-institutions
(a) Bodies Corporate 14 4200000 2100000 88.61 88.61 - -
(b) Individuals-
i) Individual shareholders holding
nominal share capital upto Rs. 1
lakh.
524 171000 - 3.61 3.61
ii) Individual shareholders
holding nominal share capital in
excess of Rs.llakh.
1 300000 300000 6.33 6.33
(c) Qualified Foreign Investor - - - - - - -
(d) Any Other (please specify)
Sub-Total (B)(2) 539 4671000 4200000 98.55 98.55 - -
Total Public Shareholding
(B)=(B)(1)+(B)(2)
539 4671000 4200000 98.55 98.55 - -
TOTAL (A)+(B) 544 4740000 4269000 100 100 - -
Shares held by Custodians and
against which Depository
Receipts have been issued
(1) Promoter and Promoter Group - - - - - - -
(2) Public - - - - - - -
GRAND TOTAL
(A)+(B)+(C)
544 4740000 4269000 100 100 - -
(1) (b) Statement showing holding of securities (including shares, warrants, convertible
securities) of persons belonging to the category " Promoter and Promoter Group"
Sr. Name of the Details of shares
held
Encum Details of Details of Total shares
No shareholder Bered Warrants Convertible (including
Shares Securities underlying
(*) shares
assuming Number As a % As a Numb As a Numb As a % of full grand age er of %of er of total of warrants
and Total warra total Conve number convertible
(A+B+C) nts numbe Rtible Of securities) as
a held rof Secure convertib % of diluted
warra Ties Le share capital
nts of Held securities
the of the
same same
class class
1 TARUN KUMAR NEWATIA
11500 0.24 - - - - - 0.24
21
2 BINIT
AGARWAL
11500 0.24 - - - - - 0.24
3 AMIT CHANDA 23000 0.49 - - - - - 0.49
4 MADHU
NEWATIA
11500 0.24 - - - - - 0.24
5
TARUN KUMAR
NEWATIA HUF
11500 0.24 - - - - - 0.24
Total 69,000 1.45 - - - - 1.45
(1) (c) Statement showing holding of securities (including shares, warrants,
convertible securities) of persons belonging to the category "Public" and holding
more than 1% of the (i) total number of shares
Sr. Name of the Number Shares as a Details of
warrants
Details of Total
No. shareholder Of percentage convertible shares
shares of total securities (including
number ot Number As a Num % w.r.t. underlying shares of of
total
ber of total shares
{i.e., Grand warrant numbe
r
conve number of assuming
Total s held of rtible convertibl full
(A)+(B)+(C) warra
nt
secur e
securities
conversion
indicated in s of
the
ities of the of warrants
Statement at same held same class and
para (l)(a) class convertible
above} securities)
as a % of diluted
share
capital
1 MANDHANA COMMOTRADE PVT LTD
300000 6.33 - - - - 6.33
2 UMANG WEBTECH PVT LTD
300000 6.33 - - - - 6.33
3 NAMRATA DEALMARK PVT LTD
300000 6.33 - - - - 6.33
4 ANUNEET DEALMARK PVT LTD
300000 6.33 - - - - 6.33
5 ANUNAY COMMOSALE PVT LTD
300000 6.33 - - - - 6.33
6 CEREMONY MARKETING PVT LTD
300000 6.33 - - - - 6.33
7 AAKRITI OVERSEAS 300000 6.33 - - - - 6.33
OVERSEAS PVT LTD
8 SAFELIFT MERCHANTS PVT LTD
300000 6.33 - - - - 6.33
9 NETTLE TRADELINK PVT LTD LTD
PVT LTD 300000 6.33 - - - - 6.33 10 MORTAL
REALESTATE LTD 300000 6.33 - - - - 6.33
22
11 SKYVIEW AGENCY PVT LTD
300000 6.33 - - - - 6.33 12 LEOLINE PROPERTIES
PVT LTD 300000 6.33 - - - - 6.33
13 VIRTUAL VINTRADE PVT LTD
300000 6.33 - - - - 6.33
14 SHIVALIK CONSULTANCY SERVICES PVT. LTD
300000 6.33 - - - - 6.33
15 MEGHA DALMIA 300000 6.33 - - - - 6.33
Total 45,00,000 94.94 - - - - 94.94
(1) (d) Statement showing holding of securities (including shares, warrants,
convertible securities) of persons (together with PAC) belonging to the category
"Public" and holding (ii) more than 5% of the total number of shares of the
company
Sr. Name(s) of the Number Shares as Details of Details of Total
No. shareholder(s) and of a warrants convertible shares
the Persons Acting shares Percentag securities (including
in Concert (PAC) e of total Numbe As a % Number % underlyin with them number Rof of total of w.r.t. g shares
of shares Warra numbe convert total assuming
{i.e., Nts rof ible numb full
Grand Held warran securiti er of conversion
Total tsof es held conve of
(A)+(B)+ the rtible warrants
(C) and same securi
indicated class ties of convertible
in the securities) Statement Same as a % of
at para class diluted
(l)(a) share
above} capital
SAME AS MENTIONED IN POINT 1(c) ABOVE
23
(1) (d) Statement showing details of locked-in shares
Sr. Name of the shareholder Number of Locked-in shares as a percentage of total
No. locked-in number of shares {i.e., Grand Total
shares (A)+(B)+(C) indicated in Statement at
para (l)(a)above.}
1 MANDHANA COMMOTRADE PVT LTD
300000 6.33
2 UMANG WEBTECH PVT LTD 300000 6.33
3 NAMRATA DEALMARK PVT LTD 300000 6.33
4 ANUNEET DEALMARK PVT LTD 300000 6.33
5 ANUNAY COMMOSALE PVT LTD
300000 6.33
6 CEREMONY MARKETING PVT LTD
300000 6.33
7 AAKRITI OVERSEAS PVT LTD 300000 6.33
8 SAFELIFT MERCHANTS PVT LTD
300000 6.33
9 NETTLE TRADELINK PVT LTD 300000 6.33
10 MORTAL REALESTATE LTD 300000 6.33
11 SKYVIEW AGENCY PVT LTD 300000 6.33
12 LEOLINE PROPERTIES PVT LTD
300000 6.33
13 VIRTUAL VINTRADE PVT LTD 300000 6.33
14 MEGHA DALMIA 300000 6.33
15 SHIVALIK CONSULTANCY SERVICES (P) LTD
300000 6.33
Total 4500000 94.94
(II) (a) Statement showing details of Depository receipts (DRs)
Sr. No Type of Outstanding DR (ADRs, GDRs,SDRs, etc.)
Number of Outstanding DRs
Shares Underlying outstanding DRs as a percentage of total number of shares {i.e. Grand Total (A) +(B)+(C) indicated in Statement at para (I) (a) above}
NIL NIL NIL
24
(II) (b) Statement showing Holding of Depository Receipts (DRs), where underlying shares
held by 'promoter / promoter group' are in excess of 1% of the total number of shares
Sr. Name of the DR Type of Number of Shares underlying outstanding DRs
No. Holder outstanding Shares as a percentage of total number of
DR (ADRs, underlying shares{i.e., Grand Total (A)+(B)+(C)
GDRs, SDRs, Outstandin
g
indicated in Statement at para (1) (a)
etc. DRs above}
Nil
List of Top 10 Shareholders as on March 31, 2014
Sr. No. Name of the Shareholder No. of Shares %
1 MANDHANA COMMOTRADE PVT LTD 300000 6.33
2 UMANG WEBTECH PVT LTD 300000 6.33
3 NAMRATA DEALMARK PVT LTD 300000 6.33
4 ANUNEET DEALMARK PVT LTD 300000 6.33
5 ANUNAY COMMOSALE PVT LTD 300000 6.33
6 CEREMONY MARKETING PVT LTD 300000 6.33
7 AAKRITI OVERSEAS PVT LTD 300000 6.33
8 SAFELIFT MERCHANTS PVT LTD 300000 6.33
9 NETTLE TRADELINK PVT LTD 300000 6.33
10 MORTAL REALESTATE LIMITED 300000 6.33
TOTAL 3000000 63.3
(III) Statement showing Cash Bonus
Sr. No. Financial Year Cash Bonus 1 2003-04 Nil
2 2004-05 Nil
3 2005-06 Nil
4 2006-07 Nil
5 2007-08 Nil
6 2008-09 Nil 7 2009-10 Nil
8 2010-11 Nil
9 2011-12 Nil
10 2012-13 Nil
TOTAL Nil
Disclosures:
1. No dividend has been paid during the last 10 years.
2. The Company has not entered into any 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).
3. No commission, brokerage, discount or other special terms including an option for the issue
of any kind of securities has been granted to any person.
4. There are no outstanding warrants which are pending for conversion.
25
SECTION V - ABOUT THE COMPANY
OUR HISTORY AND CERTAIN CORPORATE MATTERS
The Company was incorporated on January 11, 1983 under the Companies Act, 1956 as "Kausambi
Vanijya Limited" in the state of West Bengal and the Corporate Identification Number (CIN) of the
Company is L51226WB1983PLC035663.
The Company engaged in Trading of Sarees as its principal business. The Equity share of the
Company is listed on Calcutta Stock Exchange.
Situation of Registered Office
Registered office of the Company is situated at 19, British India Street, 2nd
Floor, Kolkata-700069.
Main Objects of the Company
• To Carry on all or any of the business of Buyers, sellers, suppliers. Investors, Traders,
merchants, importers, exporters, hire purchase dealers, indentors, brokers, agents, assemblers,
packers, stockists, distributors, and dealers of Tea, Coffee, Tobacco, Minerals, metals, industrial
and other wastes and bye-products, industrial and other gases, fire wood, coal and coke, Oils,
lubricant, fuels, alcohol, wines and beverages, edible and non-edible oils and fats, sugar and
molasses, hardware and stores, plant and machinery, generating sets, earth moving equipments,
stores, spare parts and accessories, commercial natural and manmade fibers, textiles of all kinds,
all types of cements, chemicals, drugs, building materials, wire and wire products, all types of
electrical goods, vehicles parts, automobile parts, machine parts, industrial components, plastics
and electronic parts & devices, bullion, precious stones, work of art , antique, curios, jewellery
and ornaments and in all kinds of machinery, accessories and other things required in connection
therewith.
• To carry on the business of investment & Financial Company and to invest in and acquire and
hold and otherwise deal in shares, stocks, debentures stocks, bonds, obligations and securities
issued or guaranteed by any company constituted or carrying on business in India or elsewhere
and debentures, debenture-stocks, bonds, obligations and securities issued or guaranteed by any
Government, State, Dominion, Sovereign Ruler Commissioner, Public body or authority, supreme
municipal local or otherwise, whether in India or elsewhere.
• To carry on all or any of the business of:-
Financiers of industrial, commercial and other enterprises and general financiers, film financiers
producers, distributors and exhibitors, money lenders, sahukars, trustees, real estate owner,
landlord, real estate agents, builders, underwriters, guarantors, hire purchase dealers, Investors,
promoters, brokers and dealers of and in shares, stocks, debentures, securities, bonds, obligations,
claims, licenses and charges, land, buildings, houses, easements, negotiable instruments, decrees,
book-debts, patents, factories, mines, industrial Undertaking, business concerns, warehouses,
property and right of all kinds, agricultural land, farms, gardens, flats, showrooms, offices,
residential units, shops and godowns, business of Insurance agents, safe deposit company and
such other business and acts required in connection therewith and to receive on deposit or borrow
and raise money provided that the company shall not carry on the business of Banking as defined
under the Banking Regulation Act,1949.
26
Major events
Year Event
1983 Incorporation of the Company.
1984 Initial Public Offer
2013 Issue of equity shares on preferential basis to non promoters.
Subsidiaries
The Company has Six Wholly Owned subsidiaries but the company is not subsidiary of any
company as on date of this Information Memorandum.
The Name, Address and Directors of the Subsidiary Companies are as follows
Name Address Director Director
Deepesh Commotrade Pvt. Ltd
196/C, C.R Avenue, Kolkata-700007
Raj Kumar Sharma Sharwan Kumar Sarraf
Deepesh Vanijya Pvt. Ltd
19, British India Street, Kolkata-700069
Amit Chanda Manoj Das
Kairavi Commosale Pvt. Ltd
196/C, C.R Avenue, Kolkata-700007
Raj Kumar Sharma Sharwan Kumar Sarraf
Mahanya Commotrade Pvt. Ltd
2A, Ramnath Sadhu Lane, Kolkata-700007
Amit Chanda Manoj Das
Mahanya Dealtrade Pvt. Ltd
8, Nayapatty Road, Kolkata-700055
Manish Dalmia Rajib Kumar Jha
Arunesh Vinimay Pvt Ltd
19, British India Street, Kolkata-700069
Amit Chanda Manoj Das
The all six Subsidiary Companies are not listed in any stock exchanges.
27
OUR MANAGEMENT
The following table sets forth details of our Board as on the date of this Information Memorandum:
Name, Designation, Address, Age Date of Address
Nationality, PAN and DIN (years) Appointment
as Director
Mr. Tarun Kumar Newatia 42 30/06/2010 8, Nayapatty Road, 1st Floor, Flat No.B
Managing director Kolkata, West Bengal - 700 055
Nationality: Indian
PAN: ABFPN8897A
DIN:01224254
Mr. Binit Agarwal
27 30/09/2011 6, Ramanath Sadhu Lane,
Executive Director Kolkata, West Bengal – 700006
PAN: AMKPA6931A
DIN: 03330360
Mr. Amit Chanda 34 30/09/2011 Agarpada Matangini Hazra Pally,
Independent Director South Station Road, Kolkata-700109
PAN: AIFPC0814M
DIN:01769010
Mr. Manoj Das 40 08/11/2010 4, Panchanantola Lane,
Independent Director Kolkata, West Bengal-700012
PAN: AEUPD5073J
DIN: 02930479
28
Brief Profiles of the Directors Mr. Tarun Kumar Newatia
Mr. Tarun Kumar Newatia is the Managing Director of the Company. He is a commerce graduate
and possesses experience of over 15 years in the field of Capital Market, Financial Sector and
Business Strategy. Mr Newatia is associated with the company as director since 30/06/2010 and
has been appointed as Managing Director on 26/09/2013 for a period of 3 years.
Mr. Amit Chanda
Mr. Amit Chanda has been associated with the Company as Director since 30/09/2011. He is an
Independent Director. He is a commerce graduate and having enriched experience of over 5 years in
Financing, Business Advisory Services.
Mr. Manoj Das
Mr. Manoj Das is a graduate and having experience of over 10 years in the field of Finance,
Administration & Management. He is an Independent Director of the Company and associated with
the Company since 2010.
Mr. Binit Agarwal
Mr. Binit Agarwal is a Executive Director. He has been associated with the Company as Director
since 2011. He is a commerce graduate and having experience of over 6 years in the field Capital
Market & Equity Research.
29
SL.
No.
Name of the Director Category of
Directorship
No. of other
Directorship **
No. of other
Committee
Members/
Chairman
1. Mr. Tarun Kumar Newatia Executive Nil Nil
2. Mr. Amit Chanda Independent Nil Nil
3. Mr. Monoj Das Independent Nil Nil
4. Mr. Binit Agarwal Executive Nil Nil
Corporate Governance Report
Clause 49 of the Listing Agreement of the Stock Exchanges in India stipulates the norms and
disclosure standards that have to be followed on the Corporate Governance front by all listed
Companies in India.
Our Governance Philosophy: Good corporate governance structures encourage companies to create value through an
entrepreneurial spirit, innovation, development and exploration and provide accountability and
control systems commensurate with the risks involved. The Company’s philosophy of
Corporate Governance is to achieve business excellence by enhancing the long-term welfare of
all its stakeholders. An effective corporate governance process is established when an open and
transparent relationship exists between (and among) the Board of Directors, the shareholders
and the executive management of the Company. When each one is engaged with and
responsive to the others, a strong foundation for good corporate governance can be set.
Corporate governance is not just about Committee structures. It implies and requires a
comprehensive and consistent corporate commitment to integrity, which is embedded into the
fabric of the organization and the way people conduct business. It is evidenced by the
organization's leadership, culture, core values and business ethics. The Company is committed
to attain the highest standards of Corporate Governance.
The Governance Structure: Board of Directors:
Composition of the Board
The composition of Board is in compliance with the requirements of Clause 49
(IA) i.e. combination of executive and non-executive directors with not less than fifty
percent of the Board of Directors comprising of non-executive directors.
The composition of the Board and other relevant details relating to Directors during the
financial year 2012-13 is as under:
30
**Excluding directorship in, private companies, foreign companies and companies incorporated under Section 25 of the Companies Act, 1956
1) The Company did not have any pecuniary relationship and transaction with any of the Non- Executive Directors during
the year under reference
2) All Independent Directors have confirmed that they meet the “independence” criteria as mentioned under Clause 49 of
the Listing Agreement
The Board of Directors duly met 9(NINE) times respectively on 10/05/2012; 18/05/2012;
14/08/2012;; 04/10/2012; 05/10/2012; 07/11/2012; 24/01/2013; 07/02/2013 and 27/03/2013 in
respect of which meetings proper Notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained for the purpose.
The information as required under Annexure 1A of Clause 49 of the listing agreement is
being regularly placed before the Board. The Board also references the declaration made by
the Executives of the Company regarding compliance with all laws applicable to the
Company on a quarterly basis.
Attendance of each Director at the Board of Directors meetings during the year and at the
last
Annual General Meeting is as indicated below: Sr. No. Name of Director Board Meeting Attended
out of 9 meetings of the
Board of Directors
Whether Attended
the Previous AGM
1. Mr. Tarun Kumar Newatia 9 Yes
2. Mr. Amit Chanda 7 Yes
3. Mr. Monoj Das 6 Yes
4. Mr. Binit Agarwal 5 Yes
C. Board Committees:
Our Company has three major Board level Committees:
i. Audit Committee
ii. Shareholders/ Investor Grievance
Committee iii. Remuneration Committee
All the decisions pertaining to the constitution of the Committees, appointment of
members and fixing of terms of reference for the Committee is taken by the Board of
Directors. Recommendations of the committees are submitted to the entire Board for
approval. Details on the role and composition of these Committees, including the number
of meetings held during the financial year and the attendance of the members at these
meetings, are provided below:
i. Audit Committee
The Audit Committee of the Board consisted of the following members: Mr. Amit Chanda -Chairman
Mr. Binit Agarwal -Member
Mr. Monoj Das -Member
31
Terms of Reference
The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its
oversight responsibilities by reviewing the financial reports and other financial information
provided by the Company to any Government Body or to the investors or the public; the
company’s system of internal controls regarding finance, accounting and legal compliances that
the Management and the Board have established. The terms of reference of Audit Committee
include inter-alia the following:
• Oversee the Company’s financial reporting process and disclosure of its financial information
to ensure that the financial statement is correct, sufficient and credible.
• Recommending the appointment and removal of statutory and internal auditors (if required),
fixation of audit fee and also approval for payment for any other services.
• Reviewing with the Management the quarterly, half-yearly and the annual financial statements
before submission to the Board, focusing primarily on:
- Any changes in accounting policies and practices.
- Major accounting entries based on exercise of judgment by the Management.
- The going-concern assumption.
- Compliance with accounting standards.
-Compliance with Stock Exchange(s) and Legal requirements concerning financial
statements.
- Any related party transactions, i.e. transactions of the Company of material nature, with
Promoters or the Management, or relatives etc. that may have potential conflict with the
interest of the Company at large.
• Reviewing with the Management, statutory and internal auditors, the adequacy and compliance
of internal control systems.
• Reviewing the adequacy of internal audit function & reporting structure.
• Reviewing the findings of any internal investigations by any authority into matters where they
are suspected of any fraud or irregularity or a failure of internal control systems of a material
nature and reporting the matter to the Board.
• Discussion with statutory auditors about the scope of audit as well as have post-audit discussion
to ascertain any area of concern.
• Reviewing the company’s financial and risk-management policies.
• To look into the reasons for substantial defaults in the payment to the lenders, shareholders (in
case of non-payment of declared dividends) and other creditors.
The terms of reference of this Committee are very wide. It is empowered to reference Financial
Statements, management analysis, material individual transactions with related parties not in
normal course of business or which are not on an arm’s length basis. Generally all items listed in
Clause 49II D of the Listing Agreement are covered in the terms of reference. The Audit
Committee has been granted powers as prescribed under Clause 49 II C.
32
Legal Compliance Reporting
As required under Clause 49 of the Listing Agreement, the compliances of various laws
applicable to the Company are also reviewed.
Audit Committee attendance during fiscal 2013.
The Committee had s i x meetings during the year under reference, i.e. 1 0t h
M a y,
2 0 1 2 ; 1 4t h
A u g u s t , 2012; 4t h
October, 2012; 7th
November, 2012; 24th
January,
2013 and 7th
February, 2013.
The names of the Directors who are/were members of the Audit Committee during the year
under reference and their attendance at Audit Committee Meetings are given below:
Name of the Director No. of Meetings
Held (during his tenure)
Attended
Mr. Amit Chanda 6 6
Mr. Binit Agarwal 6 5
Mr. Monoj Das 6 4
ii. Shareholders/Investor Grievance Committee
The Shareholders / Inves tor Committee of the Board consisted of the following members:
Mr. Monoj Das -Chairman
Mr. Tarun Kumar Newatia -Member
Mr. Amit Chanda -Member
Terms of Reference
The Committee looks into the redressal of complaints of investor such as transfer or credit of
shares, non-receipt of dividend/notices/annual reports, etc. The Committee overseas the
performance of the Registrars and Transfer Agents of the Company and recommends
measures for overall improvement in the quality of investor services.
Shareholders/Investor Grievance Committee Attendance during the year
The Committee met f o u r times during the year under reference, i.e., o n 1 0
t h M ay, 2012;
14th
August 2012; 7th
November, 2012 and 24th January, 2013.
The names of the Directors who are/were members of the Shareholders/Investor Grievance
Committee during the year under reference and their attendance at Shareholders/Investor
Grievance Committee Meetings are given below:
Name of the Director No. of Meetings
Held (during his tenure)
Attended
Mr. Amit Chanda 4 4
Mr. Monoj Das 4 4
Mr. Tarun Kumar Newatia 4 4
33
Name and designation of Compliance Officer:
Mr. Tarun Kumar Newatia (Director)
Phone: 91 33 32624499
Email id: [email protected]
Status Report of Investor Complaints for the year ended March 31, 2013
No of Complaints Received – Nil
No of Complaints Resolved – Nil
No of Complaints Pending – Nil
iii. Remuneration Committee
The composition of the Remuneration Committee was:
Mr. Monoj Das -Chairman
Mr. Tarun Kumar Newatia -Member
Mr. Amit Chanda -Member
Terms of Reference
The Remuneration Committee determines and recommends to the Board the remuneration
payable to the executive directors and to the senior management personnel.
Remuneration Committee Attendance during the year
The Committee met o n c e during the year under reference i.e. o n 7
t h N o ve mb e r , 2012.
The names of the Directors who are/were members of the Remuneration Committee during the
year under reference and their attendance at such meetings are as under:
Name of the Director No. of Meetings
Held (during his tenure)
Attended
Mr. Amit Chanda 1 1
Mr. Monoj Das 1 1
Mr. Tarun Kumar Newatia 1 1
Annual General Meetings:
The details of the A n n u a l General Meetings held in the past three years and the
special resolutions passed there at are as follows:
Year Date Venue Time No. of Special
Resolution Passed
2009-
10
September 30,
2010
19, British India Street, 2nd
Floor,
Kolkata- 700069
10.00
A.M.
NIL
34
2010-
11
September 30,
2011
19, British India Street, 2nd
Floor,
Kolkata- 700069
11 A.M NIL
2011-
12
September 28,
2012
19, British India Street, 2nd
Floor,
Kolkata- 700069
11 A.M NIL
No Postal Ballot was conducted during the financial year 2012-13. None of the resolutions
proposed for the ensuing Annual General Meeting is required to be passed by Postal Ballot.
Subsidiary Companies
Currently, the company has Ten wholly Owned subsidiaries under its umbrella. The financial
statements and investments of subsidiaries are reviewed by the Audit Committee of the
Company. The minutes of the Board Meetings of the subsidiary companies have been placed
before the Board of the Company.
Disclosures
(i) Related Party Transactions: During the year under reference, no transactions of
material nature had been entered into by the Company with the Promoters or Directors
or Management or their relatives that may have a potential conflict with interest of the
Company except for those disclosed in the financial statements for the year ended
March 31, 2013.
(ii) Accounting Standards: The Company follows the mandatory Accounting Standards
prescribed by the Institute of Chartered Accountants of India and to the best of its
knowledge there are no deviations in the accounting treatments that require specific
disclosure.
(iii) CEO / CFO Certification: The CEO/CFO certificate for the financial year ended
March 31, 2013 is annexed hereto.
Details of Compliances
a) There have been no instances of non-compliance on any matter as regards the rules
and regulations prescribed by the Securities and Exchange Board of India or any
other statutory authority relating to capital markets during the last three years. No
penalties or strictures have been imposed by them on the Company.
b) The Company has regula r ized i t s f i l ings wi th the Stock Exchange . The
Company has implemented the mandatory requirements of Corporate Governance
as set out in the Listing Agreement during the year under reference. Though the
Company does not have a specific Whistle blower policy, no personnel is denied
access to the Audit Committee. A certificate from Auditor certifying the compliance
by the Company with the provisions of Corporate Governance of the Listing Agreement
is annexed hereto.
c) The voluntary guidelines issued by Ministry of Corporate Affairs in December 2009,
pertaining to Corporate Governance are complied with to the extent found feasible.
35
d) Pursuant to SEBI (Depositories and Participants) Regulations, 1996, a qualified
practicing Company Secretary carried out a Reconciliation of Share Capital Audit on
quarterly basis to reconcile the total Share Capital with National Securities Depository
Limited (NSDL), Central Depository Services Limited (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 dematerialized shares held
with NSDL and CDSL.
Pursuant to Clause 47(c) of the Listing Agreement with the Stock Exchange certificates
on half-yearly basis, have been issued by a Company Secretary-in-Practice for due
compliance of share transfer formalities by the Company. In view of the share capital
being increased during the year above the stipulated amount, the Company was required to
employ a full time Company Secretary. However, despite the efforts made by the Board in
this direction the Company could not fulfill the obligation during the year. Hence, the
Board obtained a Secretarial Compliance Report from a practicing Company Secretary for
the year under reference.
Means of Communication
(i) All periodical r e p o r t s i n c l u d i n g U n-audited financial results, Quarterly
Shareholding Pattern, clause 49A compliance etc. are put up on Company’s website.
Annual Report is sent to the shareholders at their postal address registered with the
company and also put up on Company’s website www.kausambivanijya.com.
(ii) The Management Discussion and Analysis Report, in compliance with the
requirements of Clause 49 of the Listing Agreement is annexed to the Directors’
Report and forms part of this Annual Report being sent to all the members of the
Company. All matters pertaining to industry structure and developments, opportunities
and threats, segment/product wise performance, outlook, risks and concerns, internal
control and systems, etc., to the extent applicable, are discussed in this Report.
(iii) The Company’s website is a comprehensive reference on its management,
corporate governance, investor relations, updates and news. The section on ‘Investor
Relations’ serves to inform the shareholders, by giving complete financial details,
shareholding patterns, corporate benefits, information relating to Compliance officer,
registrars and share transfer agents.
General Shareholder Information
Date, time and venue of AGM
Thursday, September 26, 2013, a t 11 A .M. at the registered office of the Company situated at 19, British India Street, 2
nd Floor, Kolkata - 700069.
Financial Year April 1, 2012 to March 31, 2013
Dates of Book Closure
Monday, September 23, 2013 to Wednesday, September 25,
2013 (Both the days inclusive)
Dividend Payment Date Not Applicable
36
Financial Calendar Period
- Quarter ending 30th Jun 2013
- Quarter ending 30th Sep 2013
- Quarter ending 31st Dec 2013
- Quarter ending 31st Mar 2014
Board Meeting to approve quarterly financial results
(tentative)
- End July 2013
- End October 2013
- End January 2014
- April / May 2014
Listing on Stock Exchanges Calcutta Stock Exchange
Listing Fees
Listing fees as prescribed have been paid to the stock
exchanges up to 31st March 2014.
Stock Code CSE- 21187
Demat Arrangement With NSDL and CDSL
ISIN NO. INE223P01018
Registered Office
19, British India Street, 2nd
Floor, Kolkata- 700069
Compliance officer & Contact
Address
Mr. Tarun Kumar Newatia
8, Nayapatty Road, Kolkata- 700055
Phone: 91 33 32624499
Email ids: [email protected]
Registrar and Share Transfer
Agent
Purva Sharegistry (India) Pvt Ltd
Address: Unit No.9, Shiv Shakti India Estt.
J.R. Boricha Marg
Mumbai-400011
Phone - 91-22-23016761 ; 91-22-23018261
Fax No. 91-22-23012517
Share Transfer System
Shareholders / Investors are requested to send share transfer related documents directly to our
Registrar and Transfer Agent whose address is given elsewhere in this report. The Board
has delegated powers to the executives of the Company and RTA to approve
transfers/transmission / dematerialization / dematerialization. If the transfer documents are
in order, the transfer of shares is registered within 7 days of receipt of transfer documents by
our RTA.
Investor Services
Number of complaints from shareholders during the year ended March 31, 2013
Complaints outstanding as on 1st April 2012 Nil
Complaints received during the year ended 31st March 2013 Nil
Complaints resolved during the year ended 31st March 2013 Nil
Complaints pending as on 31st March 2013 Nil
37
s r
o t
Distribution of Shareholding as on March 31, 2013
No. of shares No. of
shareholders
% of holders Share (Amount) %of shares
Up to 5000 530 97.85% 2348500 97.85
5001 – 10000 0 0 0 0
10001 – 20000 0 0 0 0
20001 – 30000 2 2.15% 51500 2.15
30001 – 40000 0 0 0 0
40001 – 50000 0 0 0 0
50001 – 100000 0 0 0 0
100001 and
above
0 0 0 0
TOTAL 532 100% 2400000 100%
Categories of Shareholders as at March 31, 2013
Sr.
No
Description No. of Shares % to Capital
A. Promoters & Promoters Group
- Individuals
5150
2.15%
B. Public Shareholding
-Institutions
Financial Institutions/Banks
----
---
- Non-institutions
Individuals 234850
97.85%
Total 2,40,000 100%
Dematerialization of Shares & Liquidity
The Company has taken steps for dematerialization of its shares during the year. However, as on
31-3-2013 the whole equity of the Company was in physical form. As on this date, the Company
is in the process of sorting out certain issues related to dematerialization.
The Company has received Listing permission for 4500000 equity shares issued on preferential
basis during the year to persons other than promoters. The equity shares issued on preferential
basis to persons other than promoters shall remain in locked-in position till 16-05-2014.
Outstanding GDRs / ADRs / Warrants or any Convertible Instruments: None
Stock option scheme: None
Plant Location:
The Company a t p r e s e n t d o e s n o t h a ve a n op e r a t i n g P l a n t i n e x i s t e n c e .
38
Address of Correspondence
Shareholders may correspond with the Registrar and Transfer Agent, at the address
mentioned herein above on all matters relating to transfer of shares and credit of shares in
Demat Account.
Members may contact Mr. Tarun Kumar Newatia, Compliance Officer for all investor
related matters at the registered office of the company at the following address:
KAUSAMBI VANIJYA LIMITED
19, BRITISH INDIA STREET
2ND
FLOOR,
KOLKATA- 700069
Email id: [email protected]
On behalf of the Board of Directors
S/d Tarun Kumar Newatia
Tarun Kumar Newatia
Director
39
Certificate on Compliance with the conditions of Corporate Governance under Clause 49
of the Listing Agreement
To, The Members of Kausambi Vanijya Limited
We have examined the compliance of conditions of Corporate Governance by
Kausambi Vanijya Limited for the year ended 31 March 2013, as stipulated in clause 49 of
the listing agreement of the said company with the stock exchanges in India.
The compliance of conditions of Corporate Governance is the responsibility of the
management. Our examination was limited to procedures and implementation thereof, adopted
by the company for ensuring the compliance of the conditions of the Corporate Governance. It
is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to
us and the representations made by the Directors and the Management, we certify that the
Company has complied with the conditions of Corporate Governance as stipulated in the
above mentioned Listing Agreement.
We further state that further compliance is neither an assurance as to the future viability of
the Company nor the efficiency or effectiveness with which the management has conducted
the affairs of the company.
For P. D. Randar & Co
Chartered Accountants
F.R.No. 319295E
S/d P D Randar
P. D. Randar
MembershipNo.054778
May 28, 2013
Certification by the Chief Executive Officer on Code of Conduct
To,
The Members of Kausambi Vanijya Limited
I, Tarun Kumar Newatia, Director & CEO of the Company declare that all Board
Members and Senior Management of the Company have affirmed compliance with the code of
conduct.
For Kausambi Vanijya Limited
S/d Tarun Kumar Newatia
Tarun Kumar Newatia
Chief Executive Officer
May 28, 2013
40
Chief Executive Officer’s Certification
I, Tarun Kumar Newatia, Chief Executive Officer, responsible for the finance function
certify that:
(a) I have reviewed financial statements and the cash flow statement for the year ended
March 31, 2013 and that to the best of my knowledge and belief:
(i)These statements do not contain any materially untrue statement or omit any
material fact or contain statements that might be misleading;
(ii)These statements together present a true and fair view of the company’s affairs
and are in compliance with existing accounting standards, applicable laws and
regulations.
(b) To the best of my knowledge and belief, no transactions entered into by the company
during the year ended March 31, 2013 which are fraudulent, illegal or in violation of the
company’s code of conduct.
(c) I accept responsibility for establishing and maintaining internal controls for financial
reporting and I have evaluated the effectiveness of internal control systems of the
company pertaining to financial reporting and have disclosed to the Auditors and the
Audit Committee, deficiencies in the design or operation of such internal controls, if
any, of which I am aware and the steps they have taken or propose to take to rectify these
deficiencies.
(d) I have indicated to the Auditors and the Audit Committee:
i. Significant changes in internal control over financial reporting during the year;
ii. Significant changes in accounting policies during the year and that the same
have been disclosed in the notes to the financial statements; and
iii. Instances of significant fraud of which I might be aware and the involvement therein,
if any, of the management or an employee having a significant role in the
Company’s internal control system over financial reporting.
Thanking You
Yours faithfully,
S/d Tarun Kumar Newatia
Tarun Kumar Newatia
Chief Executive Officer
May 28, 2013
41
MANAGEMENT DISCUSSION AND ANALYSIS
Business Environment
Industry Overview, Risks and Concerns
Kausambi Vanijya Limited is mainly engaged in Trading in sarees as its principal business. It also
Invests in equities through the secondary markets and provides Loans & Advances to Corporates,
Individuals etc
Performance review
The management is pleased to report that company's business plan is progressing as per the
management's satisfaction. Details shall be made at the appropriate time.
1. Cautionary Note
Certain statements in "Management Discussions and Analysis " section may be forward looking and
are stated as required by law and regulations. Many factors, both external and internal, may affect
the actual results which could be different from what the Directors envisage in terms of performance
and outlook.
42
SECTION VI - FINANCIAL INFORMATION
INDEPENDENT AUDITOR’S REPORT
To the Members of Kausambi Vanijya Limited, Report on the Financial Statements for the F.Y. 2012-13 We have audited the accompanying financial statements of Kausambi Vanijya Limited which comprise the Balance Sheet as at March 31, 2013 and the Statement of Profit and Loss for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control 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. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:
a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013; and
b) in the case of the Profit and Loss Account, of the profit for the year ended on March 31, 2013; c) In the case of the Cash Flow Statement for the year ended 31st March 2013.
43
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that: a) We have obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purpose of our audit; b) In our opinion proper books of account as required by law have been kept by the Company so far as
appears from our examination of those books c) The Balance Sheet and Statement of Profit and Loss dealt with by this Report are in agreement with the
books of account. d) In our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting
Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; e) On the basis of written representations received from the directors as on March 31, 2013, and taken on
record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.
f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.
For P. D. Randar & Co. Chartered Accountants Firm Registration No:- 319295E
Place: Kolkata Dated: 28/05/2013 S/d P D Randar (P. D. Randar) Membership No: - 054778
44
The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Kausambi Vanijya Limited on the accounts of the company for the year ended 31st March, 2013. On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:
1. (a)The company is maintaining proper records showing full particulars, including qantitative
details and situation of fixed assets.
(b) The fixed assets have been physically verified by the management at reasonable intervals of
time, and no material discrepancies have been noticed on such verification.
(c) No part of the fixed assets has been sold during the financial year concerned.
2. The Company is not having inventory and therefore provisions of clause 4(ii) is not applicable to the Company.
3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.
(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.
4. In our opinion and according to information & explanations given to us, there is an adequate internal control procedure with regard to purchase and sale of shares. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.
5. In our opinion and according to information & explanations given to us, there are no such transactions that need to be entered into a register in pursuance of section 301 of the Act.
6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.
7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.
8. According to information & explanation given to us, the company is not required to maintain cost records as prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.
9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2013 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.
45
10. The Company has accumulated losses but has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.
11. Based on our audit procedures and on the information and explanations given by the management, we
are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.
12. According to the information and explanations given to us, the Company has not granted loans and
advances on the basis of security by way of pledge of shares, debentures and other securities.
13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this
clause of the Companies (Auditor's Report) Order, 2003 (as amended) is not applicable to the Company.
14. According to information and explanations given to us, the Company is trading in retail items. The investments made by the company have been held by the company in its own name, except in case of its wholly owned subsidiaries where 1% of shares of the subsidiary company are held by the companies director as a nominee of the Company.
15. According to the information and explanations given to us, the Company has not given any guarantees
for loan taken by others from a bank or financial institution.
16. Based on our audit procedures and on the information given by the management, we report that the
company has not raised any term loans during the year.
17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.
18. Based on the audit procedures performed and the information and explanations given to us by the
management, we report that the Company has not made any preferential allotment of shares during the year but Rs. 45,00,000/- was received as share application money for shares to be allotted on preferential basis and allotment was made on 17th May, 2013.
19. The Company has no outstanding debentures during the period under audit. 20. The Company has not raised any money by public issue during the year. 21. Based on the audit procedures performed and the information and explanations given to us, we report
that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.
For P. D. Randar & Co. Chartered Accountants Firm Reg. No:- 319295E
Place: Kolkata Dated: 28/05/2013 S/d P D Randar
(P. D. Randar)
Membership No:- 054778
46
FINANCIAL STATEMENTS
Standalonce Balance Sheet As At 31st March, 2013
(Figures in Rs.)
Particulars Note As at 31st March, 2013 As at 31st March, 2012
EOUITY & LIABILITIES
Shareholders' Funds
(a) Share Capital 1 24,00,000 24,00,000
(b) Reserves & Surplus 2 (2,28,439) 21,71,561 (2,37,397) 21,62,603
Share Application Money Pending Allotment
3
4,50,00,000 ---
Current Liabilities
(a) Trade Payables 4 60,56,035 39,12,600
(b) Other Current Liabilities 5 6,100 3,600
(c) Short-term Provisions 6 14,564 6,402
(d) Deferred Tax Liability 7 52,913 61,29,612 - 39,22,602
TOTAL 5,33,01,173 60,85,205
ASSETS
Non-Current Assets
(a) Fixed Assets
(i) Tangible Assets 8 5,73,740 -
(b) Non-Current Investments 9 1,10,51,100 1,16,24,840 16,64,100 16,64,100
Current Assets
(a) Trade receivables 10 79,95,775 43,32,450
(b) Cash and Cash equivalents 11 17,26,449 88,655
(c) Short-term Loans and
Advances
12 3,19,54,109 4,16,76,333 - 44,21,105
TOTAL 5,33,01,173 60,85,205
Significant Accounting Policies 18
Notes to Accounts 18
47
Statement of Standalone Profit and Loss for the year ended 31st
March 2013
(Figures in
Rs.)
Particulars Note Year ended Year ended
31st March, 2013 31st March, 2012
I. Revenue from Operations 13 36,63,325 34,52,000
II. Other Income 14 1,04,109 -
III. Total Revenue (I + II) 37,67,434 34,52,000
IV. Expenses:
(a) Cost of Material Consumed 15 34,32,035 32,74,000
(b) Depreciation and Amortization Expenses 16 2,38,760 - (c) Administrative & Other expenses 17 20,204 1,57,281
Total expenses 36,90,999 34,31,281
V. Profit before Exceptional and Extraordinary
Items and Tax (III - IV)
76,435 20,719
VI. Exceptional Items - -
VII. Profit before Extraordinary Items and Tax (V-VI)
76,435 20,719
VIII. Extraordinary Items - - IX. Profit before Tax (VII - VIII) 76,435 20,719
X. Tax Expenses
(a) Current Tax 14,564 6,402
(b) Deferred Tax 52,913 -
XI. Profit/(Loss) for the Period from
Continuing Operations (IX - X)
8,958 14,317
XII. Profit/(Loss) from Discontinuing
Operations
- -
XIII. Tax Expenses of Discontinuing Operations - -
XIV. Profit/(Loss) from Discontinuing
Operations (after Tax) (XII - XIII)
- -
XV. Profit/(Loss) for the Period (XI + XIV) 8,958 14,317
XVI. Earning per Equity Share (nominal value
of share Rs. 10/- each)
(a) Basic 0.04 0.06
(b) Diluted 0.04 0.06
Significant Accounting Policies 18
Notes to Accounts 18
48
Standalone Cash Flow Statement for the year ended 31st March 2013
(Figures in
Rs.)
Particulars Year ended
31st March, 2013 31st March, 2012
Cash flow from operating activities
Profit before tax 76,435 20,719
Adjustments for:
Depraciation 1,260 -
Interest Received 1,04,109 -
Operating cash flow before working capital changes (26,414) 20,719
Movements in working capital :
(Increase)/ decrease in trade & other receivables (36,63,325) (34,52,000)
Increase/(decrease) in trade payables 21,45,935 32,74,000
Cash generated from / (used in) operations (15,43,804) (1,57,281)
Direct taxes paid/Adjusted (net of refunds) (6,402) (4,391)
Net Cash flow from / (used in) operating activities (A) (15,50,206) (1,61,672)
Cash flow from investing activities
Proceeds from sale/ (purchase) of non-current investments
(Net)
(93,87,000) 2,25,000
(Purchase)/Sale of Fixed Assets (5,75,000) -
Net Cash flow from / (used in) investing activities (B) (99,62,000) 2,25,000
Cash flow from financing activities
Share Application Money Received 4,50,00,000 -
Interest (Paid)/ Received 1,04,109 -
(Increase)/ decrease in Loans & Advances 3,19,54,109 -
Net Cash flow from / (used in) financing activities (C) 1,31,50,000 -
Net increase/(decrease) in cash and cash equivalents
(A+B+C)
16,37,794 63,328
Cash and cash equivalents at the beginning of the
year
88,655 25,327
Cash and cash equivalents at the end of the year 17,26,448 88,655
Components of cash and cash equivalents
Balances with Banks in Current Account 17,14,877 65,467
Cash in hand 11,571 23,188
Total cash and cash equivalents 17,26,448 88,655
49
Consolidated Balance Sheet As At 31st March, 2013
(Figures in
Rs.)
Particulars Note As at 31st March, 2013 As at 31st March, 2012
EOUITY & LIABILITIES
Shareholders' Funds
(a) Share Capital 1 24,00,000 24,00,000
(b) Reserves & Surplus 2 (3,05,467) 20,94,533 (3,03,412) 20,96,588
Share Application Money Pending Allotment
3
4,50,00,000 ---
Loan Liability 4 25,000 ---
Current Liabilities
(a) Trade Payables 5 60,56,035 39,12,600
(b) Other Current Liabilities 6 16,636 9,100
(c) Short-term Provisions 7 30,862 6,402
(d) Deferred Tax Liability 8 52,913 61,56,446 - 39,28,102
TOTAL 5,32,75,979 60,24,690
ASSETS
Non-Current Assets
(a) Fixed Assets
(i) Tangible Assets 9 5,73,740 -
(b) Non-Current Investments 10 1,02,10,100 1,07,83,840 12,34,100 12,34,100
Current Assets
(a) Trade receivables 11 79,95,775 43,32,450
(b) Cash and Cash equivalents 12 25,42,255 4,48,540
(c) Short-term Loans and
Advances
13 3,19,54,109 -
(d) Other Current Assets 14 - 4,24,92,139 9,600 47,90,590
TOTAL 5,32,75,979 60,24,690
Significant Accounting Policies 20
Notes to Accounts 20
50
Statement of Consolidated Profit and Loss for the year ended 31st
March 2013
(Figures in
Rs.)
Particulars Note Year ended Year ended
31st March, 2013 31st March, 2012
I. Revenue from Operations 15 36,63,325 34,52,000
II. Other Income 16 1,80,949 2,385
III. Total Revenue (I + II) 38,44,274 34,54,385
IV. Expenses:
(a) Cost of Material Consumed 17 34,32,035 32,74,000
(b) Depreciation and Amortization Expenses 18 2,95,610 62,900
(c) Administrative & Other expenses 19 34,909 1,62,781
Total expenses 37,62,554 34,99,681
V. Profit before Exceptional and Extraordinary
Items and Tax (III - IV)
81,720 (45,296)
VI. Exceptional Items - -
VII. Profit before Extraordinary Items and Tax (V-VI)
81,720 (45,296)
VIII. Extraordinary Items - - IX. Profit before Tax (VII - VIII) 81,720 (45,296)
X. Tax Expenses
(a) Current Tax 30,862 6,402
(b) Deferred Tax 52,913 -
XI. Profit/(Loss) for the Period from
Continuing Operations (IX - X)
(2,055) (51,698)
XII. Profit/(Loss) from Discontinuing
Operations
- -
XIII. Tax Expenses of Discontinuing Operations - -
XIV. Profit/(Loss) from Discontinuing
Operations (after Tax) (XII - XIII)
- -
XV. Profit/(Loss) for the Period (XI + XIV) (2,055) (51,698) XVI. Earning per Equity Share (nominal value
of share Rs. 10/- each)
(a) Basic (0.01) (0.22)
(b) Diluted (0.01) (0.22)
Significant Accounting Policies 20
Notes to Accounts
20
51
Consolidated Cash Flow Statement for the year ended 31st March 2013
(Figures in
Rs.)
Particulars Year ended
31st March, 2013 31st March, 2012
Cash flow from operating activities
Profit before tax 81,720 (45,296)
Adjustments for:
Depraciation 1,260 -
Interest Received 1,04,109 -
Operating cash flow before working capital changes (21,129) (45,296)
Movements in working capital :
(Increase)/ decrease in trade & other receivables (36,63,325) (34,52,000)
Increase/(decrease) in trade payables 21,43,435 32,79,500
(Increase)/decrease in Other Current Assets 9,600 (9,600)
Cash generated from / (used in) operations (15,31,419) (2,27,396)
Direct taxes paid/Adjusted (net of refunds) (6,402) (4,391)
Net Cash flow from / (used in) operating activities (A) (15,37,821) (2,31,787)
Cash flow from investing activities
Proceeds from sale/ (purchase) of non-current investments
(Net)
(89,76,000) 6,55,000
(Purchase)/Sale of Fixed Assets (5,75,000) -
Net Cash flow from / (used in) investing activities (B) (95,51,000) 6,55,000
Cash flow from financing activities
Share Application Money Received 4,50,00,000 -
Interest (Paid)/ Received 1,04,109 -
(Increase)/ decrease in Loans & Advances 3,19,54,109 -
Net Cash flow from / (used in) financing activities (C) 1,31,50,000 -
Net increase/(decrease) in cash and cash equivalents
(A+B+C)
20,61,179 4,23,213
52
Cash and cash equivalents at the beginning of the year 4,48,540 25,327
Cash and cash equivalents at the end of the year 25,09,719 4,48,540
Components of cash and cash equivalents
Balances with Banks in Current Account 17,72,508 65,467
Cash in hand 11,571 23,188
Total cash and cash equivalents 25,09,719 4,48,540
Notes to the financial statements for the year ended 31st March, 2013
1. Share Capital
a) Capital Structure 31 March,
2013 Rs.
31 March,
2012 Rs.
Authorised
47,50,000 Equity Shares of Rs. 10/- each. 4,75,00,000 50,00,000
(Previous year- 5,00,000 Equity Shares of Rs 10/- each)
TOTAL 4,75,00,000 50,00,000
Issued, Subscribed and Fully Paid Up
2,40,000 Equity Shares of Rs. 10/- each. 24,00,000 24,00,000
(Previous year - 2,40,000 Equity Shares of Rs. 10/- each.)
TOTAL 24,00,000 24,00,000
b) Particulars of Equity Shareholders holding more than 5% Shares at Balance Sheet date
Name of Shareholder 31 March 2013 31 March 2012 No. of shares % holding No. of shares % holding
NIL
c) Terms/rights attached to equity shares
The Company has only one class of equity shares having a par value of Rs. 10/- each. Each
holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of
Directors, if any, is subject to the approval of the shareholders in the subsequent Annual
General Meeting. In the event of liquidation of the Company, the holder of equity shares will
be entitled to receive remaining assets of the Company after distributions of all preferential
amount. The distributions will be in proportion to the number of equity shares held by the
shareholders; and any other right as the Memorandum and Articles of Association of the
Company may prescribe in relation to the aforesaid equity shares of the Company.
53
2. Reserves & Surplus 31 March, 2013
Rs.
31 March, 2012
Rs.
Profit & Loss Account
As per Last Balance Sheet (2,37,397) (2,51,714)
Add: Profit for the Year 8,958 14,317
Opening Balance (2,28,439) (2,37,397)
3. Share Application Money Pending Allotment Particulars 31 March, 2013
Rs.
31 March, 2012
Rs.
The Board of Directors decided to issue shares on Preferential basis to non-promoters as per the EGM held on 28/02/2013. The share application money received for the aforesaid issue was Rs,4,50,00,000/-and final allotment was made on 17
th May,
2013.
4,50,00,000
--
4. Trade Payables
Due to suppliers under MSMED Act, 2006 - -
Others 60,56,035 39,12,600
60,56,035 39,12,600
5. Other Current Liabilities
Outstanding Audit Fees 5,000 2,500
Compliance Certificate Fees Payable 1,100 1,100
6,100 6,1000
6. Short-term Provisions
Provision for Income Tax 14,564 6,402
14,564 6,402
7. Deferred Tax Liability
Related to Fixed Assets 52,913 -
52,913 -
54
8. Fixed Assets (i) Tangible Assets
Particulars 31 March 2013 31 March 2012
Gross Block 5,75,000 -
Less: Depreciation 1,260 -
Net Block 5,73,740 -
9. Non-Current Investments
Face
Value
31 March 2013 31 March 2012
Qty. Amount
(Rs)
Qty. Amount
(Rs)
Trade Investments
A Investments in Equity &
Other Instruments
(Quoted)
Nil Nil Nil Nil
Total Trade Investments
(A)
Nil Nil Nil Nil
Other Investments
(a) Investments in Equity
& Other Instruments
(Quoted)
Nil Nil Nil Nil
(b) Investments in Equity
Instruments
(Unquoted)
Arunesh Vinimay Pvt.
Ltd.
10 10,000 1,00,000 10,000 1,00,000
Deecshikha Dealtrade
Pvt. Ltd
10 10,000 1,00,000 10,000 1,00,000
Deepesh Commotrade
Pvt. Ltd
10 10,000 1,00,000 - -
Manomay Tradecom
Pvt. Ltd
10 10,000 1,00,000 10,000 1,00,000
Outcome Traders Pvt.
Ltd
10 10,000 1,00,000 10,000 1,00,000
Deepesh Dealmark Pvt.
Ltd
10 80,000 8,00,000 10,000 1,00,000
Mahanya Dealtrade Pvt.
Ltd
10 10,000 1,00,000 - -
Kairavi Commosale Pvt.
Ltd
10 10,000 1,00,000 - -
55
Deepesh Commotrade
Pvt. Ltd
10 10,000 1,00,000 - -
Mahanya Commotrade
Pvt. Ltd
10 10,000 1,00,000 - -
Investments 93,51,100 - 10,64,100
1,10,51,100 16,64,100
Total of Non-Trade
Investments (B)
1,10,51,100 16,64,100
Total of Non-Current
Investments (A + B)
1,10,51,100 16,64,100
Details of Non-Current
Investments
Aggregate of Quoted
Investments
- -
Market Value of Quoted
Investments
- -
Aggregate of Unquoted
Investments
1,10,51,100 16,64,100
10. Cash and Cash Equivalents
31 March, 2013
Rs.
31 March, 2012
Rs Balances with Banks in Current Account 17,14,877 65,467
Cash on hand 11,571 23,188
17,26,448 88,655
11. Trade Receivables
(Unsecured, considered good)
31 March, 2013 Rs. 31 March, 2012 Rs.
Over six months - -
Others 79,95,775 43,32,450
79,95,775 43,32,450
12. Short-term Loans and Advances (Unsecured, considered good)
31 March, 2013
Rs.
31 March, 2012
Rs
Loans and advances to
- Related Parties - -
- Others 3,19,44,410 -
Balance with Income Tax Authorities 9,699 -
3,19,54,109 -
13. Revenue from Operation
31 March, 2013 Rs. 31 March, 2012 Rs.
Sales 36,63,325 34,52,000
36,63,325 34,52,000
56
14. Other Income
17. Earnings per share (EPS)
The following reflects the profit and share data used in the basic and diluted EPS computations:
Net Profit / (Loss) attributable to equity shareholders 8,958 14,317
Weighted average number of equity shares in calculating EPS 2,40,000 2,40,000
Nominal value of Equity Shares 10 10
Basic & Diluted EPS 0.04 0.06
18. Notes to Accounts:
Basis of Preparation
� The financial statements are prepared under the historical cost convention except for
current assets.
� Accrual basis of accounting has been adopted in preparation of the financial statements.
� The financial statements are prepared under the Going concern convention of accounting.
� The generally accepted accounting principles, Accounting Standards issued by the
Institute of Chartered Accountants of India, as applicable, and the relevant provisions of
the Companies Act, 1956 have been complied.
� In preparing the financial statements in conformity with accounting principles generally
accepted in India, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent liabilities as
at the date of financial statements and the amounts of revenue and expenses during the
reported period. Actual results could differ from those estimates. Any revision to such
estimates is recognized in the period the same is determined.
Interest Income 1,04,109 -
1,04,109 -
15. Cost of Materials Consumed
Purchases 34,32,035 32,74,000
34,32,035 32,74,000
16. Other Expenses
Accounting Charges - 18,000
Auditors' Remuneration 2,500 2,500
Advertisement Expenses 3,168 3,682
Bank Charges 1,520 20
Compliance Certificate Fees 1,100 1,100
Filing Fees 2,000 2,500
Listing expenses - 11,581
General Expenses 4,555 42,305
Conveyance Expenses - 8,384
Printing & Stationery expenses 5,361 624
Salary & Bonus - 63,750
Staff Welfare - 2,835
57
Significant Accounting Policies
1. All assets and liabilities have been classified as current or non-current as per company’s
normal operating cycle and other criteria set out in the revised Schedule VI to the
Companies Act, 1956. Based on the nature of products and the time between the
acquisition of assets for processing and their realization in cash and cash equivalents, the
Company has ascertained its operating cycle as 12 months for the purpose of current &
non-current classification of assets & liabilities.
2. Previous year figures have been regrouped or rearranged wherever necessary.
Notes on Accounts:
� As per information and explanation provided by the Management there are no outstanding
dues of SSI undertakings as required by Schedule VI of the Companies Act, 1956 as amended
by Notification No. GSR 129(E) dated 22.02.1999 issued by the Department of Company
Affairs, Ministry of Law, Justice & Company Affairs.
� The Company has no amount to be paid to Micro, Small and Medium Enterprises in
accordance with provisions of Micro, Small & Medium Enterprises Development Act, 2006.
Hence, disclosures, if any, relating to amounts unpaid as the year end together with interest
paid / payable as required under the said Act have not been made.
Corporate Information:
1. The Company is principally engaged in Trading in Retail items.
2. There has been no significance change in the nature of business during the period from
1st April, 2012 to 31st March, 2013.
3. The company was incorporated in India on 11th January, 1983. Under the Companies
Act, 1956 (No. 1 of 1956) and the company registered in India having its registered
office in India and under the jurisdiction of ROC Kolkata.
4. The Corporate Identity number is: L51226WB1983PLC035663.
5. The registered office of the company is located at 19, British India Street, 2nd Floor,
Kolkata – 700 069, West Bengal.
Credit Risk
� The group does not have any significant exposure to an individual customer nor does it have
any major concentration of credit risk related to any financial institution.
� The credit risk is managed by the Managing Director. Adequate care and control are taken to
ascertain the credit worthiness of the consumers.
Non- Current Investment
Investments are stated at cost and are made made in its subsidiary companies amounting to Rs
17,00,000/- and in other unquoted Equity Shares amounting to Rs. 93,51,100.50/-.
58
SIGNIFICANT EVENT DISCLOSURE:
Directors
Tarun Kumar Newatia Director
Amit Chanda Director
Monoj Das Director
Binit Agarwal Director
SIGNATURES TO NOTE '1 ' TO '17'
In terms of our report of even date annexed herewith.
For P. D. Randar
Chartered Accountants
Firm Registration No. 319295E
S/d P D Randar S/d Tarun Kumar Newatia
S/d Amit Chanda
(P. D. Randar)
Mem No: 054778
Place: Kolkata
Date: 28/05/2013
59
Standalone Financial Results for the Quarter Ended Sept 30, 2013
(Rs. In Lacs)
Sr.
No.
Particulars Quarter
Ended
30.09.2013
Quarter
Ended
30.09.2012
Half Year
Ended
30.09.2013
Half Year
Ended
30.09.2012
Year Ended
31.03.2013
Unaudited Audited Unaudited Unaudited Audited
1 Income from Operations
(a) Net Sales 8.32 8.50 18.91 17.83 36.63
(b) Other Operating
Income
- - - - -
© Other Income 8.50 8.76 - 1.04
Total Income from
Operations (Net)
16.82 8.50 27.67 17.83 37.67
2 Expenses
(a) Increase/ (Decrease) in
Inventories
. - -
(b ) Purchase of traded
goods
8.44 8.52 18.64 17.56 34.32
(c) Staff Cost 2.67 - 2.67 - -
(d) Depreciation 1.15 - 1.15 - 0.01
(e) Other Expenses 3.35 0.06 4.99 0.10 2.58
Total Expenses 15.61 8.58 27.45 17.66 36.91
3 Profit/(Loss) from operations before other
income, finance costs and
exceptional Items (1-2)
1.21 (0.08) 0.22 0.17 0.76
4 Other Income - - - - -
5 Profit/(Loss) from
ordinary activities before
finance Cost and
exceptional items (3 + 4)
1.21 (0.08) 0.22 0.17 0.76
6 Finance Costs
7 Profit/(Loss) from ordinary activities after
finance Cost but before
exceptional Items (5-6)
1.21 (0.08) 0.22 0.17 0.76
8 Exceptional Items - - - - -
9 Profit/(loss) from Ordinary
Activities before Tax (7-8)
1.21 (0.08) 0.22 0.17 0.76
10 Tax Expenses - - - - 0.67
11 Net Profit/(Loss) from
Ordinary Activities after
Tax (9-10)
1.21 (0.08) 0.22 0.17 0.09
12 Extra-Ordinary Items (net
of tax expenses)
_ _ _ _ _
60
13 Net Profit/(Loss) for the
period (11-12) 1.21 (0.08) 0.22 0.17 0.09
14 Paid Up Equity Share
Capital (Face Value Rs
10/-)
474.00 24.00 474.00 24.00 474.00
15 Reserves excluding
Revaluation Reserve as per
Balance Sheet of Previous
Accounting Year
(2.28) (0.03) (2.28) 0.07 (2.28)
16 Earnings per Share
(EPS) (In Rs.)
(a) Basic and diluted EPS before Extraordinary Items
0.03 (0.03) 0.00 0.07 0.04
(b) Basic and diluted EPS
after Extraordinary Items
0.03 (0.03) 0.00 0.07 0.04
61
Consolidated Financial Results for the Quarter Ended Sept 30, 2013
(Rs. In Lacs)
Sr.
No.
Particulars Quarter
Ended
30.09.2013
Quarter
Ended
30.09.2012
Half Year
Ended
30.09.2013
Half Year
Ended
30.09.2012
Year Ended
31.03.2013
Unaudited Audited Unaudited Unaudited Audited
1 Income from Operations
(a) Net Sales 8.32 8.50 18.91 17.83 36.63
(b) Other Operating
Income
- - - - -
(c) Other Income 8.50 8.76 - 1.81
Total Income from
Operations (Net)
16.82 8.50 27.67 17.83 38.44
2 Expenses
(a) Increase/ (Decrease) in
Inventories
. - -
(b ) Purchase of traded
goods
8.44 8.52 18.64 17.56 34.32
(c) Staff Cost 2.67 - 2.67 - -
(d) Depreciation 1.15 - 1.15 - 0.01
(e) Other Expenses 3.35 0.06 4.99 0.10 3.29
Total Expenses 15.61 8.58 27.45 17.66 37.62
3 Profit/(Loss) from
operations before other
income, finance costs and
exceptional Items (1-2)
1.21 (0.08) 0.22 0.17 0.82
4 Other Income - - - - -
5 Profit/(Loss) from
ordinary activities before
finance Cost and
exceptional items (3 + 4)
1.21 (0.08) 0.22 0.17 0.82
6 Finance Costs
7 Profit/(Loss) from ordinary activities after
finance Cost but before
exceptional Items (5-6)
1.21 (0.08) 0.22 0.17 0.82
8 Exceptional Items - - - - -
9 Profit/(loss) from Ordinary
Activities before Tax (7-8)
1.21 (0.08) 0.22 0.17 0.82
10 Tax Expenses - - - - 0.84
11 Net Profit/(Loss) from
Ordinary Activities after
Tax (9-10)
1.21 (0.08) 0.22 0.17 (0.02)
12 Extra-Ordinary Items (net
of tax expenses)
_ _ _ _ _
62
13 Net Profit/(Loss) for the period (11-12)
1.21 (0.08) 0.22 0.17 (0.02)
14 Paid Up Equity Share
Capital (Face Value Rs
10/-)
474.00 24.00 474.00 24.00 474.00
15 Reserves excluding
Revaluation Reserve as per
Balance Sheet of Previous
Accounting Year
(3.05) (0.03) (3.05) 0.07 (3.05)
16 Earnings per Share
(EPS) (In Rs.)
(a) Basic and diluted EPS before Extraordinary Items
0.03 (0.03) 0.00 0.07 (0.01)
(b) Basic and diluted EPS
after Extraordinary Items
0.03 (0.03) 0.00 0.07 (0.01)
63
SECTION VII - OUTSTANDING LITIGATIONS
There are no outstanding or pending litigation, suit, criminal or civil prosecution, proceeding or tax
liabilities against our Company that would have a material adverse effect on our business and there
are no defaults, non-payment or overdue of statutory dues, institutional/ bank dues or dues payable to
holders of debentures, bonds and fixed deposits and arrears of preference shares (irrespective of
whether they are specified under Part I of Schedule XIII of the Act), that would have a material
adverse effect on our business.
64
SECTION VIII - MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
1. Subject to anything to the contrary hereinafter provided, regulations in the First Schedule to the
Companies of Act, 1956 (herein after refer to as the Act), shall apply to the Table 'A' Company.
SHARE CAPITAL
2. (a) The Share Capital of the company is as specified in clause 5 of the Memorandum of
Association of the Company.
(b) The Company has power from time to time to increase or reduce its capital and to issue any
shares of any class. The Directors shall determine the rights of the holders of the shares at the
time of such issue,
(c) The Company shall have power to issue redeemable preference shares in accordance with the
provisions of section 80 and 85 of the Act or any statutory modifications thereof.
(d) The Board of Directors shall have power to issue preference shares, the registered holder of
which can elect subject to the approval of the Board and on such terms as they may decide by the
terms of issue to have their preference shares or any of them converted into equity shares ranking
in all respect pari passu with the shares.
3. An Application signed by or on behalf of an applicant for shares in the company, followed by an
allotment of any shares therein, shall be an acceptance of shares within the meaning of these
Articles and every person who thus or otherwise agrees to accept any shares and whose name is
entered on the Register of Members shall, for the purposes of these Articles be a Shareholder.
3A.Option or right to call shares shall not be given to any person except with the sanction of the
Company in General Meeting.
4. If by this conditions of allotment of any shares, the whole or part of the amount of issue price
thereof shall be payable by installments, every such instilment shall when due be paid to the
Company by the person who for the time being and from time to time shall be the registered
holder of the shares or his heirs, executors, administrator and legal representatives.
5. Every member of his heirs, executors, administrators, assigns, or other representatives, shall pay
to Company the portion of the Capital represented by his share of shares, which may for the time
being remain unpaid thereon in such amounts, at such time or times and in such manner as the
Directors, shall from time to time in accordance with the Company's regulations, require or fix for
the payment thereof and so long as any moneys whatsoever are due, owing and unpaid to the
Company by any member on any account howsoever such member in default shall not be entitled
at the option of the Directors to exercise any rights or privileges available to him.
5A. An amount paid up in advance of call on shares may carry interest but shall not entitle the holder
of the shares to participate in respect thereof in a dividend subsequently declared.
65
6. Members who are registered jointly in respect of a share shall be severally as well as jointly liable
for the payments of all installments and calls due in respect of such shares.
6A.The Company shall have the first and paramount lien upon all the Shares, other than fully paid
shares, registered in the name of any member, either alone or jointly with any other person and
upon the proceeds of sale thereof for all moneys called or payable at a fixed time in respect of
such shares and such lien shall extend to all dividends from time to time declared in respect of
such shares. Unless otherwise agreed, the registration of shares shall operate as a waiver of the
Company's lien, if any, on such shares.
TRANSFER OF SHARES
7. Subject to the provisions of Section 111 of the Act or any statutory modification of the said
provisions for the time being in force, the Directors may at their own absolute and uncontrolled
discretion and without assigning any reason, decline to register or acknowledge any transfer of
shares not being fully paid up and in particular may so decline in any case in which the Company
has a lien upon shares of any of them or whilst any moneys in respect of the shares desired to be
transferred or any of them remain unpaid or unless the transferee is approved by the directors
transferee is already a member. The registration of a transfer shall be conclusive evidence of the
approval by the directors of the transferee, provided that registration of a transfer shall not be
refused on the ground of the transferor being either alone or jointly with any other person or
persons indebted to the Company on any account whatsoever except a lien.
8. If the Directors refuse to register transfer of any shares, they shall within two months after the
date on which transfer was lodge with the company, send to the transferee and the transferor
notice of refusal.
9. Save as provided in section 108 of the Act, no transfer of a share shall be registered unless a
proper instrument of transfer duly stamped and executed by or on behalf of the transferor has been
delivered to the company together with the certificate or if no such certificate is in existence the
letter of Allotment of the shares. The instrument of transfer of any share shall specify the name,
address and occupation (if any) both of the transferor and of the transferee and the transferor shall
be deemed to remain member in respect of such share until the name of the transferee is entered in
the Register in respect thereof: each signature to such transfer shall be duly attested by the
signature of one witness who shall add his address and occupation.
9A.The instrument of transfer shall be in writing in the usual common form and all the provision of
section 108 of the Act and of any statutory modification thereof for the time being shall be duly
complied with in respect of all transfers of shares and the registration thereof.
9B.Every holder of shares of, or holder of debentures of the company may, at any time, nominate a
person to whom his shares in or debentures of the company shall vest in the event of his death and
the company shall, subject of the provisions of section 109A and other application provisions, if
any, of the companies Act, 1956, and the Rules made there under, register such nomination.
66
GENERAL MEETING
10. Where a company or a body corporate (hereinafter called "member company") a member of the
company, a person duly appointed by resolution in accordance with the provisions of section 187
of the Act to represent such member company at the meeting of the company, shall not, by reason
of such appointment be deemed to be a proxy and the lodging with the company at the office or
production at the meeting of a copy of such member company resolution duly signed by one
director of such member company and certified by him as being a true copy of the company
resolution shall, on production at the meeting be accepted by the company as sufficient evidence
of the validity of his appointment. Such a person shall be entitled to exercise the same rights and
powers, including the right to vote by proxy on behalf of the member company which he
represents, as that member company could exercise.
MANAGEMENT
11. Subject to the provisions of the Act, the control of the Company shall be vested in the Directors
who may exercise all such powers of the Company as are not, the Act or any statutory
modification thereof for the time being in force or by these Articles required to be exercised by
the Company in General Meeting, subject nevertheless to such regulations, not inconsistent with
aforesaid provision, as may be prescribed by the company in General Meeting, but no such
regulations shall invalidate any prior act of the Directors which would have been valid if that
regulation had not been made.
12. Subject to the provision in the preceding clause, the Director may from time to time delegate to
any Director or Directors or Committee of Directors any of such powers exercisable under these
presents by the Directors as they may think fit and may confer such powers for such time to be
exercised for such objects and purposes and upon such terms and conditions as they think fit and
may confer such from time to time revoke, withdraw, alter or vary all or any of such Powers.
13. Unless otherwise determined by the company in General Meeting, the number of Directors shall
not be less than three not more than eleven.
14. The persons hereinafter named shall become and be the first Directors of the Company,
1. Lakhi Prasad Bagaria
2. Alok Maheshwary
3. Gunwant Rai Patira
15. Unless otherwise determined by the company in General Meeting, it shall not be necessary for a
Director to hold any qualification shares.
16. Every Director shall be paid a fee of Rs. 250 or such other amount as may be determined by the
Board for every meeting of the Board or Committee thereof attended by him.
17. The directors shall receive such remuneration for their services as may from time to time be
determined by the company in General Meeting.
67
18. In addition to the remuneration payable to the directors, the directors may be paid all travelling,
hotel and other expenses properly incurred by them.
(a) In attending and returning from meetings of the Board of Directors or any Committee
thereof.
(b) In connection with the business of the Company.
19. Without prejudice to the generality any of the foregoing Article, if any director, being willing
shall be called upon to perform extra or to make any special exertion in going or residing away
from the usual place of his residence for any of the purposes of the Company or in giving special
attention to the business of the company or as a member of a Committee of the Board then subject
to section 313 Of the Act, the Board may remunerate the Director so doing either by fixed sum or
by a percentage of profits or otherwise and such remuneration may be either in addition to or in
substitution for other remuneration to which he may be entitled.
20. The Board shall have power at any time and from time to time appoint any person as a Director as
an addition to the Board but so that the total number of Directors shall not at any time exceed the
maximum number fixed by these Articles. Any Director so appointed shall hold office only until
the next annual general meeting of the company and shall then be eligible for re-election.
21. If any vacancy occurs in the Board of Directors it may be filled up by the Directors. Any person
chosen shall retain his office so long only as the vacating Director would have retained the same
if no vacancy had occurred. The continuing Directors may act notwithstanding any vacancy in
their body so long as the number fall below the minimum above fixed and so long the number is
below the minimum the Directors shall not act except for the purpose of filling up such vacancies.
22. The Board may appoint any person to act as alternate Director for a Director during the latter's
absence for a period of not less than three months from the State in which meeting of the Board
are ordinarily held and such appointee whilst he holds office as an alternate director, shall be
entitled to notice of meeting of the Board and to attend and vote thereat accordingly ; but he shall
ipso facto vacate office if and when the absent Director returns to the state in which meetings of,
the Board are ordinarily held or the absent director vacates office as a Director.
23. Subject to sections 292 and 293 of the Act, the Directors may from time to time at their discretion
borrow and secure the payment of any sum or sums of moneys for the purposes of the company.
The Directors may secure the repayment of such moneys in such manner and upon such terms and
conditions in all respects as they fit, and in particular by the issue of debentures or debenture
stocks of the company charged upon all or any part of the property of the company (both present
and future) including its uncalled capital for the time being.
24. The Chairman, if any, of the Board shall take the chair at every meeting of the Board of Directors,
If at any meeting the chairman is not present within 15 minutes after the time appointed for
holding the meeting or if there be no chairman appointed by the Board, the other Directors present
may choose one of their number to be chairman of the meeting.
68
25. The Board may, from time to time, appoint one or more of their body to the office of Managing
Director for such period, and on such terms as they think fit and may, from time to time (subject
to the provisions of any contract between him and the company) remove or dismiss him from
office and appoint another in his Place.
26. A Managing Director shall, in addition to the remuneration payable to him as a Director of the
Company Under these articles, receive such additional remuneration as may from to time, be
sanctioned by the Board.
27. Subject, to Provisions of the Act, in particular lo the prohibitions and restrictions contained in
Section 292 thereof, the Board may, from time to time, entrust to and confer Upon a Managing
Director for the time being such of the powers, exercisable under these presents by the Directors
as it may think fit and may confer such powers for such time and to be exercised for such objects
and purposes and upon such restrictions as it thinks fit, and it may Confer such powers, either
collaterally with or to the exclusion of and in substitution for all or any of the powers of the
Directors in that behalf and may from time to time revoke, with- draw, alter or vary all or any of
such powers.
28. The Board shall meet together at least once in every three months and at least four such meetings
shall be held in every year, subject to the forgoing, the Board may adjourn and otherwise regulate
its meetings and proceedings as it thinks fit, Notice in writing of every meeting of the Board shall
be given to every Director for the being in India, and at his usual address in India.
29. A Director may and on the request of a Director, the secretary shall at any time summon a
meeting of the Directors.
30. Questions arising at any meeting shall be decided by a majority of votes, each director having one
vote and in case of equality of votes, the Chairman shall have a second casting vote.
31. A meeting of the Directors for the time being at which a quorum is present shall be competent to
exercise all or any of the authorities, powers and discretions by or under these articles vested in or
exercisable by the directors generally.
32. Save in those cases where a resolution is required to be passed at a meeting of the Board, a
resolution shall be as valid and effectual as if it had been passed at meeting of the Board, or
Committee of the Board, as the case may be duly called and constituted, if a draft thereof in
writing is circulated, together with the necessary papers if any, to all the Directors, or to all the
members of the Committee of the Board, as the case may be, then in India (not being less in
number than the quorum fixed for meeting of the Board or the committee) at their usual address in
India and has been, approved by such of them as are then in India or by a majority of such of them
as are entitled to vote on the resolution.
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SEAL
33. The Company shall have a common seal and the Board shall provide for the safe custody of the
seal and shall determine the place and manner of use of such seal and confer the authority for its
use to such persons as they shall from time to time designate.
DIVIDEND
34. Subject to sections 205 and 206 of the Act, there may from time to time be paid to Members such
dividends, interim or otherwise, as may appear, to the Board to be justified by the profits of the
company.
35. A transfer of shares shall not pass the rights to any dividend thereon before the registration of the
transfer by the company.
36. No dividend shall be paid in respect of any share capital except to the Member registered in
respect of such share or to his order or to his bankers but nothing contained in this article shall be
deemed to requires banker of a member to make a separate application to the Company for
payment of the dividends.
37. Any one of several persons who are members registered jointly in respect of any share may give
effectual receipts for all dividends, bonuses and other payments in respect of such share.
38. Notices of any dividend, whether interim or otherwise, shall be given to the persons entitled to
share therein in the manner mentioned in the Act.
39. Unless otherwise directed, any dividend, interest or other moneys payable in cash in respect of
shares may be paid by cheque or warrant sent though post to the registered address of the member
as appearing in the registered of members and in the case of members registered jointly to the
registered address of the first named in the register or to such address as the member or members
as the case may be, may direct and every cheque or warrant shall be made payable to the order of
the person to whom it is sent,
40. Unclaimed dividends will be regulated in accordance with the provisions .of the Companies Act
1956.
41. All dividends shall be paid proportionately to the amounts paid or credited as paid on the shares
or unless the terms of issue otherwise provide, shall carry dividend only for the period from the
date of allotment.
ACCOUNTS
42. The Board shall cause to be kept in accordance with. Section 208 of the Act proper books of
account with respect to :-
(a) All sums of money received and expended by the Company and the matters in respect of
which the receipt and expenditure has taken place.
(b) All sales, and Purchases of the goods by the company.
(c) The assets and liabilities of the company,
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43. The books of account shall be kept at the registered office or at such other place in India as the
Board thinks fit, and shall be open to inspection by any Director during business hours.
44. The Board shall from time to time determine whether and to what extent and at what times and places under what conditions or regulations, the books of account and books and documents of the
Company, other than those in respect of which right of inspection by members is conferred by
law, shall be open to the inspection of the member between 11 am and 1 pm on all working
days ( not being Directors) and no member( not being a Director) shall have any right of inspecting any books of account or book or document of the Company except as conferred by
law or authorized by the Board or by the Company in General Meeting.
GENERAL
45. Every Directors, auditor, trustee, member of the committee, officer, servant, agent, accountant or
other persons employed in the business of the company shall observe strict secrecy respecting all transaction of the company with the customers and the state of accounts with individuals and the
matters relating thereto shall not reveal any of the matters which may come to his or their
knowledge in the discharge of his or their duties except when required to do by the Directors or
by a court of law and except so far as may be necessary in order to comply with any of the provisions in these presents contained.
46. No member shall be entitled to require the discovery of or any information respecting any details
of the company's trading or any matter which is or may be in the nature of trade secret, mystery
of trade or secret process which may relate to the conduct of the business of the Company and
which in the opinion of the Directors it will be inexpedient in the interest of the Company to
communicate.
47. Subject to provisions of Section 201 of the Companies Act, 1956 the Directors, Auditors,
Secretary and other officers for the time being of the Company and their heirs, executors and
administrators respectively shall be indemnified out of the funds of the Company from and
against all suits, proceedings costs, losses, damages and expenses which they or any of them shall
or may incur or sustain by reason of any act done or omitted in or about the execution of their
duty in their respective offices, except such (if any) as they shall or may incur or sustain by or
through their own willful neglect or default respectively and no such officers shall be answerable or the acts, receipts, neglects or defaults of any other officer or for joining in any receipts for the
sake of conformity or for the honesty of any bankers or other persons with whom any moneys or
effects belonging to the company may be lodged or deposited, for safe custody or for any insufficiency or deficiency or any security upon which any moneys of the company shall be
invested or for any other loss or damage due to any such cause aforesaid or which may happen in
or about the execution of his office unless the same shall happen through the willful neglect or
default of such officer.
48. Subject to the provisions of Section 201 of the Act, no Director or other Officer of the Company
shall be liable for the acts, receipts, respect of any other Director or Officer of for joining in any
receipt or other act for conformity or for any loss expenses happening to the company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on
behalf of the company or for the Insufficiency or deficiency of any security In or upon which any
of the moneys of the company shall be invested or any loss or damage arising from the
bankruptcy, insolvency or tortuous act of any person with whom any moneys, securities, or
effects shall be deposited or for any loss occasioned by an error of judgment on oversight on his
part, or for any loss, damage or misfortunes whatever which shall happen in the execution of the
duties of his office or in relation thereof unless the same happens through his own dishonesty.
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SECTION IX - OTHER INFORMATION
MATERIAL DOCUMENTS FOR INSPECTION
The copies of the following documents will be available for inspection at the Registered Office from
10.00 am to 4.00 pm on Working Days
1. Certificate of Incorporation of the Company.
2. Memorandum and Articles of Association of the Company as amended from time to time.
3. Copies of Annual Report of the Company for the last five years.
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DECLARATION
All relevant provisions of the Companies Act, 1956, 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, 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 that all the statements in this
Information Memorandum are true and correct.
For Kausambi Vanijya Limited
Sd/- Tarun Kumar Newatia
Managing Director
Date: May 05, 2014
Place: Kolkata