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INFORMATION MEMORANDUM Dated: October 14, 2015
TRIDENT INDIA LIMITED
Our Company was incorporated as “Trident India Limited” on 22nd February, 1985 under the Companies Act, 1956 with the Registrar of Companies, Delhi & Haryana having its registered office at Hari Nagar, Clock Tower Delhi 110064.The Company shifted its registered office from Hari Nagar, Clock Tower Delhi 110064 to 23, Ganesh Chandra Avenue, 3rd Floor, Dharmatala Kolkata West Bengal- 700013 having jurisdiction under Registrar of Companies Kolkata, West Bengal. The Corporate Identification Number (CIN) of the Company is L52110WB1985PLC196555.For details; see the section “General Information” on page 5.
Registered Office: 23, Ganesh Chandra Avenue, 3rd Floor, Dharmatala Kolkata, West Bengal-700013
Contact Person: Alokanada Goswami
(Company Secretary & Compliance Officer)
Telephone: 033-22114457 Email ID: triindialtd@gmail.com Website: www.triindialtd.com
INFORMATION MEMORANDUM FOR LISTING OF 9,96,000 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 Trident India 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 Trident India Limited. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved.
ABSOLUTE RESPONSIBILITY OF TRIDENT INDIA LIMITED
Trident India Limited having made all reasonable inquiries, accepts responsibilities for, and confirms that this Information Memorandum contains all information with regard to Trident India Limited, which are material, and that the information contained in this Information Memorandum are true and correct in all material aspects and are not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares of Trident India Limited which is listed on the Delhi Stock Exchange Limited (DSE)which has been derecognized by SEBI vide its order dated 19th of November, 2014 and are proposed to be listed and traded on Metropolitan Stock Exchange of India (Formerly known as MCX Stock Exchange Ltd.).
REGISTRAR AND SHARE TRANSFER AGENT
MAHESHWARI DATAMATICS PVT. LTD. 6, Mangoe Lane, 2nd Floor, Kolkata - 700 001.
Phone : 033 22435029/ 22482248|Fax : 033 22484787 Email : mdpldc@yahoo.com
COMPLIED AND COLLECTED BY
HAMIRBASIA & ASSOCIATES
Chartered Accountants
51, Bhupen Bose Avenue, Kolkata - 700 004, West Bengal. M : +91 9748629001; T : (033) 25308198 Contact Person: CA. Akash Hamirbasia B.Com (H), ACA, CS
“Disclaimer: This Information Memorandum is not a prospectus, abridged prospectus neither an offer document nor its
intention is to solicit any subscription or investment in the Company. This is only for general information of the readers.
Hamirbasia & Associates (“HA”) has collected and compiled information from the Company’s Management and has not performed any diligence. HA does not take any responsibility for the correctness of the statements made or opinions
expressed or any other information mentioned in this Information Memorandum.”
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TABLE OF CONTENTS
I. DEFINITIONS AND ABBREVIATIONS 2
II. GENERAL -
Presentation Of Financial ,Industry And Market Data 5
Forward Looking Statements 6
III. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF 7
IV. INUSTRY OVERVIEW 9
V. OUR BUSINESS 14
VI. INTRODUCTION -
Summary of Business 17
Summary of Financial Information 18
General Information 21
Capital Structure 23
VII. OTHER REGULATORY & STATUTORY DISCLOSURES 38
VIII. ABOUT THE COMPANY -
Our History and certain Corporate Matters 40
Our Management 42
Brief Profile of Directors 43
Our Promoters 46
IX. FINANCIALINFORMATION -
Financial Statements 47
X. OUTSTANDING LITIGATIONS 58
XI. LICENSE & GOVERNMENT APPROVALS 61
XII. PURPOSE OF LISTING 62
XIII. OTHERINFORMATION
Material Contracts And Documents For Inspection 64
Declaration 65
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SECTION I – DEFINITIONS AND ABBREVIATIONS
DEFINITIONS This Information Memorandum uses certain definitions and abbreviations, which unless the context indicates or implies otherwise, have the meanings as provided below. Reference to any legislation/s, act/s or regulation/s shall be to such legislation/s, act/s or regulation/s, as amended from time to time. Company Related Terms
Term Description
“The Company” or “Trident” or “Trident India” or "TIL" or “we” or “us” or “our”
Trident India Limited having its registered Office at 23,Ganesh Chandra Avenue,3rd Floor, Dharmatala, Kolkata West Bengal-700013 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 R. Jain & Associates.
Banker(s)to the Company The Bankers of the Company, Union Bank of India, Kolkata.
Board of Directors/Board/Directors The Board of Directors of the Company or a committee Constituted thereof, unless the context otherwise specifies
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 Exchange is known as and referred to as the Information Memorandum.
Key Managerial Personnel The officers vested with executive powers and the officers at the level immediately below the board of directors of the issuer and include any other person whom the issuer may declare as key management personnel, in terms of Regulation 2(1)(s) of the SEBI ICDR Regulations.
Memorandum/ Memorandum of Association/MOA
The Memorandum of Association of Trident India Limited
Promoters Includes such persons and entities constituting our promoters in terms of Regulation 2(1)(za) of the SEBI ICDR Regulations.
Promoter Group Includes such persons and entities constituting our promoter group in terms of Regulation 2(1)(zb) of the SEBI ICDR Regulations.
Registered Office The registered office of the Company at 23, Ganesh Chandra Avenue,3rd Floor, Dharmatala Kolkata West Bengal-700013 Registrar/ Registrar & Share
Transfer Agent/RTA The Registrar & Share Transfer Agent of the Company, Maheshwari Datamatics Pvt. Ltd. 6, Mangoe Lane, 2nd Floor, Kolkata - 700 001. Phone : 033 22435029 / 22482248Fax : 033 22484787 Email : mdpldc@yahoo.com
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Listing Related Terms
Term Description
Allotment The allotment of Equity Shares pursuant to earlier Issues. Allottees
Persons to whom Equity Shares of our Company were issued pursuant to earlier Issues.
Banker(s)to the Company Union Bank Of India, Kolkata
Equity Listing Agreements
The listing agreements entered into between our Company and the Stock Exchanges. Equity Shareholder(s)
Holder(s) of Equity Shares of our Company as on the date of filling this Information Memorandum.
Registrar& Share Transfer Agent
Maheshwari Datamatics Pvt. Ltd.
Abbreviations
Term Description
Rs. or Rupees or INR
Indian Rupee Act or Companies Act The Companies Act, 1956, and The Companies Act,
2013, as amended from time to time. AGM Annual General Meeting.
AS Accounting Standards issued by the Institute of Chartered Accountants of India. AY Assessment Year.
BIFR Board for Industrial and Financial Reconstruction. MCX Multi Commodity Exchange Limited CAGR Compound Annual Growth Rate CG Central Government CIN Corporate Identification Number CDSL Central Depository Services (India) Limited Central Government The Central Government of India
Companies Act Companies Act , 1956 and Companies Act , 2013 Depositories NSDL and CDSL Depositories Act A depository registered with the SEBI under the
Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996
DIN Directors Identification Number
DP/ID Depository Participant Identity DP/Depository Participant A depository participant as defined under the Depositories Act, 1996
DSE Delhi Stock Exchange Limited
Direct Listing MCX–SX Direct Listing Norms
EBITDA Earnings Before Interest, Tax, Depreciation and Amortization
EGM Extraordinary General Meeting
EPS Earnings per Equity Share
ESOP Employees’ Stock Option Scheme
Financial year/fiscal/FY Period of twelve months ended March 31 of that particular year, unless otherwise stated
HUF Hindu Undivided Family IT Act The Income-tax Act,1961,as amended from time to time,
except as stated otherwise
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Indian GAAP Generally Accepted Accounting Principles in India IPO Initial Public Offer
ISO International Organisational for Standardisation ISIN
International Securities Identification Number NA Not Applicable NAV NetAssetValuebeingpaidupequitysharecapitalplusfreeres
erves(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 MCX-SX Metropolitan Stock Exchange of India (Formerly known
as MCX Stock Exchange Ltd.). p.a. per annum PE Public Enterprise 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 RBI Reserve Bank of India RBI Act The Reserve Bank of India Act, 1934,as amended
fromtimeto time ROC Registrar of Companies, West Bengal, Kolkata RSE Regional Stock Exchange SCORES SEBI Complaints Redress System SEBI The Securities and Exchange Board of India
constituted under the SEBI Act, 1992, as amended SEBI Act Securities and Exchange Board of India Act 1992, as amended from time to time
SWOT Strength, Weakness, Opportunities and Threats of the Company State Government The government of a state of the Union of India
Takeover Regulations
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended
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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 Trident India Limited.
Financial Data Unless indicated otherwise, the financial attain this Information Memorandum is derived
from the financial statements prepared in accordance with the Generally Accepted
Accounting Principles in India (“Indian GAAP”) and the Companies Act, 1956 and
Companies Act, 2013as amended (“Companies Act”) included elsewhere in this
Information Memorandum.
The financial year commences on 1st April and ends on 31st March, so all references to a
particular financial year are to the twelve-month period ended 31st March of that year.
The Company publishes its financial statements in Indian Rupees. 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.
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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.
Material Contract
The Company has not entered into any material contract or agreement other than those
entered into the ordinary course of business.
Absolute Responsibility of Trident India Limited Trident India Limited having made all reason able 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.
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SECTION III – RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF
An investment in Equity Shares involves a high degree of risk. One should carefully consider all the information in this Information Memorandum, including the risks and uncertainties described below, before making an investment in our Equity Shares. To obtain a complete understanding, this section should be read in conjunction with the section “Our Business” on page-14 as well as the other financial and statistical information contained in this Information Memorandum. The risks and uncertainties described in this section are not the only risks and uncertainties we currently face. Additional risks and uncertainties not known to us or the ones which we currently deem immaterial may also have an adverse effect on our business, financial condition and results of operations. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved therein. Unless otherwise stated, the financial data used in this section has been derived from our Company's audited financial statements for the financial years ended on March 31, 2015 Internal Risk Factors: Change in Technology may render our current Technology obsolete or require us to make substantial investments The Industry in which we operate is based on our in-house developed technology. To maintain the competitiveness of our Business, we need to keep pace with technological development in this field. If we are unable to adequately respond to the technological development and the technology currently employed by us become obsolete, our business, financial condition and result of operation may be materially and adversely affected. In addition cost of implementing new technology and upgrading our plant to keep pace with the technological development may be significant and may adversely affect our result of operation. Company’s success significantly depends on its management and operational teams and other skilled professionals. If it fails to retain, motivate and/or attract such personnel, its business may be unable to grow and its revenues could decline, which may decrease the value of our Equity Shares Company is dependent on the senior members of its management and operational team for its continued success and growth. Its success depends on its ability to attract, train, motivate and retain highly skilled professionals. If it cannot hire and retain the qualified personnel, its ability to continue to expand may being paired and its revenues could decline. Our Business may be affected by certain disruptions Industrial disruptions, work stoppages, labour disputes, installation of new plants etc. can result in production losses, which may adversely affected our production. Production may fall below estimated level due to these factors. Availability of Finance Availability of credit or finance is a major factor which can have a direct impact on the performance of Trident. Tightening of credit norms by the Financer can have an adverse effect on the sale performance of Trident.
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External Risk Factors: Changes in Government Policy Change in Government Policy, change in interest rates, revision of duty structure, change in tax law, change in environmental regulation etc. may have an adverse impact on the profitability of textile business. Due to competitive nature of the market, the cost increase due to these changes may be passed on to the customers. Slowdown in Economic Growth in India The performance and growth of the company and the industry are dependent on the health of the Indian economy as well the secondary industries. The economy could be adversely affected by various factors such as political or regulatory action, including adverse changes in liberalization policies, social disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest rates, commodity and energy prices and various other factors Any slowdown in the Indian economy may adversely impact business and financial performance and the price of Equity Shares. Legal and Compliance Risk We are subject to extensive regulation by SEBI, Stock Exchanges and other Market regulator in India. New law/rules and any changes in any law or application of any current law/rule could affect the manner of operation and profitability. Terrorist attack and other act of violence Terrorist attack or other act of violence of war, including those involving India, United States, United Kingdom or other countries may adversely affect the Indian and worldwide financial market. These acts may result in loss of business confidence and have other business consequences that could adversely affect our business, result of operation and financial condition. Increased volatility in the financial market can have adverse effect on the economies of India and other countries including economic recession. After this listing, the price of the equity Company’s equity shares may be volatile, or an active trading market for the Company’s equity shares may not develop There is no trading of the shares of the company and there can be no assurance that an active trading market for equity share will develop or sustained after listing. The Company’s share price could be volatile.
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This is only a summary and does not contain all information that one should consider before investing in the Equity Shares offered by the Company. Investors should read this entire Information Memorandum, including the information on the section titled “Risk Factors” beginning from page no.7 of this Information Memorandum and the section titled “Financial Information” and related notes beginning from page no.51 of this Information Memorandum before taking any decision to invest in the Equity Shares offered by the Company.
SUMMARY OF INDUSTRY General Macro-Economic Environment: After the recovery of global economic conditions in late 2014-15, the current financial year unfolded an unprecedented stress to Indian economy and markets. The tightening of global liquidity increased external pressures and heightened the focus on India’s macroeconomic imbalances viz., high inflation, large current account and fiscal deficits and structural weaknesses particularly supply bottlenecks in infrastructure, power and mining. The impact of US Federal Reserve’s May 2014 announcement on Indian financial markets was one of the most severe amongst emerging markets with the rupee depreciation weighing on the stock market, foreign outflows from the debt market further aggravating the forex markets and impacting yields as also the equity market. Thus, the global developments since May 2014 have brought to the fore not just the stress in the financial markets and asset prices, but also their impact on other macroeconomic parameters, including growth, public finances and inflation, as also financial stability. In the wake of intense exchange rate pressures, stabilisation of the economy by restoring exchange rate stability was the foremost task. A series of exceptional monetary policy actions were taken to tighten interest rates to siphon off liquidity, to restrain the current account deficit (CAD) and to improve its financing. With the resultant improved stability in the foreign exchange market, exceptional liquidity and monetary measures were normalized. Having built the buffers in the interim, Indian economy and markets withstood the December 2014 tapering announcement better than its emerging market peers. In spite of the recent improvements in statistics, country faces a challenging macro-economic situation with growth slowing down, persistent inflation and lingering structural bottlenecks. The growth concerns remain dominant for Indian economy with GDP growth recording below 5 percent for seven successive quarters and index of industrial production (IIP) growth stagnating for two successive years. Even though the agriculture output and export performance strengthened, industrial growth continues to stagnate. The leading indicators of the services sector exhibited a mixed picture. During the year, growth picked up in emerging markets, but the momentum appeared to be weaker thanin the advanced economies mainly due to less favorable external environment and country specific concerns like high inflation and wide current account deficit producing weak investor sentiments for emerging markets. I. Growth the Indian economy, which witnessed a slowdown after a robust growth of over 8 percent in 2010-11, troughed to a decadal low rate of 4.5 percent in 2013-14 and the provisional estimate stood at a marginal high of 4.7 percent in 2014-15. As per the provisional estimates of Central Statistical Office (CSO), Gross Domestic Product (GDP) at factor cost at constant (2004-05) prices in the year 2013-14 is `57,41,791 crore, as against the first revised estimate of GDP for the year 2012-13 of `54,82,111 crore (Table 1.1). In 2014-15, the overall growth is expected to improve on the back of a reviving agriculture sector, with a growth rate of 4.7 percent as compared to 1.4 percent in 2012- 13. However, Industry which recorded a growth of 0.9 percent continues to dampen further over the previous year. Service sector continued to maintain its momentum over the previous two years with a growth of 6.2 percent in 2013-14. However, sub-sectors trade, hotels, transport and communication recorded a sluggish growth of 3.0 percent in 2014-15.
SECTION IV – INDUSTRY OVERVIEW
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Indian Financial Services Sector: Services sector has been a major contributor to India’s GDP and growth with a rising share of 67.3 percent in the GDP in 2013-14 as against 66.4 percent in 2013-14. The sector, however, is expected to grow at 6.2 percent in 2014-15, similar to growth observed in 2013-14 but much higher than the other two sectors of the economy. The sector with high growth potential was largely hampered due to a tad increase of 3.0 percent observed in ‘Trade, Hotels, Transport and Communication’ sub -sector, as compared to 5.1 percent recorded in 2012- 13. Weak consumer confidence has impacted the sale of passenger cars, commercial vehicles and three wheelers. Nonetheless, the reduction in excise duty on passenger vehicles and two wheelers, as announced in the interim budget for 2014-15, is expected to augur well for the sector. ‘Financing, Insurance, Real Estate and Business Services’ sub-sector has further increased its share in GDP from 19.1 percent in 2012-13 to 20.3 percent in the current year. The sub-sector continues to outperform the other three sub-sectors while recording a growth rate of 12.9 percent in 2013-14 as compared to 10.9 percent observed in 2012- 13. Construction sub sector, with 7.4 percent weight in GDP, is expected to grow at 1.6 percent in 2013-14 as against 1.1 percent recorded in the previous financial year. ‘Community, Social and Personal Services’ sub-sector, which contributes 13.1 percent share in GDP, is estimated to grow at 5.6 percent in the current year, slightly higher than the growth rate of 5.3 percent achieved in 2012-13. India’s services sector has emerged as a prominent sector over a decade in terms of its contribution to national and states incomes, FDI inflows and employment. Capital Markets: The year 2013-14 reaped accomplishments for Indian securities markets with benchmark indices, BSE Sensex and NSE Nifty registering all-time highs in the wake of high volatility observed throughout the year due to global headwinds. Indian stock markets extended their record breaking spree with the Sensex hitting a new peak and closing 22,386 on March 31, 2014, breaching the 20,000 mark touched during 2012-13. Nifty, too, crossed the 6,000 mark of 2012-13 and logged to a new lifetime high by closing at 6,704 on March 31, 2014. While Sensex observed a growth of 18.8 percent, Nifty recorded a growth of 18.0 percent. The market capitalization of BSE stood at `74, 15,296 crore as on last trading day of March 2014 as against `63,87,887 crore at end March 2013 while its ratio to GDP stood at 65.3 percent for 2013-14. The market capitalization of NSE was `72,77,720 crore at end-March 2014 compared to `62,39,035 crore as of end March 2013 while its ratio to GDP stood at 64.1 percent for 2013-14. The third national level stock exchange, MCX-SX, recorded a market capitalization of `72,39,670 crore in 2013-14 and its ratio to GDP at 64.0 percent. The demat statistics at depositories, NSDL and CDSL exhibited an accelerating trend in terms of number of demat accounts and demat quantity. The number of demat accounts at CDSL and NSDL witnessed a growth of 5.4 percent and 2.9 percent respectively over the previous year. Moreover, the number of listed companies at NSE and BSE continued to rise. (Table 1.5a and 1.5b) The trading activity rebounded slightly in the global listed derivatives markets in 2013, after suffering the largest decline in volumes in more than a decade. As per the Futures Industry Association (FIA) Annual Survey 2013, the total number of futures and options traded on exchanges worldwide reached to a level of 21.6 billion contracts, up by 2.1 percent compared to the previous year but still well below the levels seen in 2011 and 2010. Nonetheless, NSE’s CNX Nifty Index options were the world’s most traded options while, U.S. Dollar/Indian Rupee Futures at NSE and MCX-SX were ranked first and second respectively in terms of foreign exchange futures and options contracts traded in 2013. The turnover in the Equity derivative segment exhibited an increase of 22.9 percent and stood at `4,75,75,571 crore in 2013-14. Amidst the volatile rupee during the year, the currency derivative segment turnover registered a decline of 23.9 percent to reach `69,80,855 crore in 2013-14. The oldest Stock Exchange, BSE, commenced its operations in currency derivative segment in November 2013 and recorded `2,44,312
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crore turnover during November 2013 - March 2014. (Table 1.6) The introduction of cash settled Interest rate futures on 10-year GOI security in January 2014 heralds the beginning of a new era in the fixed income derivatives market. This step towards integration of the Indian Securities Market with the rest of the world may be seen as a path breaking initiative as it is expected to pave the way for various innovations at the derivative front in the time to come. Interest Rate Derivative segment at NSE also picked up the momentum in 2013- 14 and the combined turnover of NSE, BSE and MCX-SX stood at `39,944 crore. The foreign investments in India contributed by the FIIs/SAs stood at `15,93,869 crore in 2013-14, an increase of 19.3 percent over the previous year. On the same lines, FDI investments also witnessed a rise of 22.5 percent and assets under custody valued at `2,94,945 crore in 2013-14. (Table 1.7) SEBI also succeeded in promoting and sustaining an efficient and robust global financial infrastructure with a view to streamline investor protection and to make investors confident and aware while investing in securities market. Various policy reforms in the area of Investor Grievance Redressal Mechanism have been embarked during the financial year. Foreign Portfolio Investors Regulations were notified in order to harmonize the different routes for foreign portfolio investments along with introduction of Institutional Trading Platform (ITP) for SME including startups, adoption of new CPSS-IOSCO standards of PFMIs, launch of cash settled Interest Rate Futures, dedicated debt segment and many such reforms, elaborated in upcoming sections. Source: SEBI Annual Report 2014-15 Investments/developments: With the improvement in the economic scenario, there have been various investments leading to increased M&A activity. Some of them are as follows: India has emerged as one of the strongest performers with respect to deals across the world in terms of mergers and acquisitions (M&A). M&A activity increased in 2014 with deals worth US$ 38.1 billion being concluded, compared to US$ 28.2 billion in 2013 and US$ 35.4 billion in 2012. The total transaction value for the month of May 2015 was US$ 3.3 billion involving a total of 115 transactions. In the M&A space, pharma continues to be the dominant sector amounting to 23 per cent of the total transaction value. India’s Index of Industrial Production (IIP) grew by 4.1 per cent in April 2015
compared to 2.5 per cent in March 2015. The growth was largely due to the boost in manufacturing growth, which was 5.1 per cent in April compared to 2.8 per cent in the previous month.
India’s Consumer Price Index (CPI) inflation rate increased to 5.01 per cent in May 2015 compared to 4.87 per cent in the previous month. On the other hand, the Wholesale Price Index (WPI) inflation rate remained negative at 2.36 per cent for the seventh consecutive month in May 2015 as against negative 2.65 per cent in the previous month, led by low crude oil prices.
India's consumer confidence continues to remain highest globally for the fourth quarter in a row, riding on positive economic environment and lower inflation. According to Nielsen’s findings, India’s consumer confidence score in the first quarter of 2015 increased by one point from the previous quarter (Q4 of 2014). With a score of 130 in the first quarter (2015), India's consumer confidence score is up by nine points from the corresponding period of the previous year (Q1 of 2014) when it stood at 121.
India’s current account deficit reduced sharply to US$ 1.3 billion (0.2 per cent of GDP) in the fourth quarter of 2015 compared to US$ 8.3 billion (1.6 per cent of GDP) in the previous quarter, indicating a shrink in the current account deficit by 84.3 per cent quarter-on-quarter basis.
India's foreign exchange reserve stood at a record high of US$ 354.28 billion in the week up to June 12, 2015 – indicating an increase of US$ 1.57 billion compared to previous week.
Owing to increased investor confidence, net Foreign Direct Investment (FDI) inflows touched a record high of US$ 34.9 billion in 2015 compared to US$ 21.6 billion in
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the previous fiscal year, according to a Nomura report. The report indicated that the net FDI inflows reached to 1.7 per cent of the GDP in 2015 from 1.1 per cent in the previous fiscal year.
Government Initiatives: Numerous foreign companies are setting up their facilities in India on account of various government initiatives like Make in India and Digital India. Mr Narendra Modi, Prime Minister of India, has launched the Make in India initiative with an aim to boost the manufacturing sector of Indian economy. This initiative is expected to increase the purchasing power of an average Indian consumer, which would further boost demand, and hence spur development, in addition to benefiting investors. Besides, the Government has also come up with Digital India initiative, which focuses on three core components: creation of digital infrastructure, delivering services digitally and to increase the digital literacy. Currently, the manufacturing sector in India contributes over 15 per cent of the GDP. The Government of India, under the Make in India initiative, is trying to give boost to the contribution made by the manufacturing sector and aims to take it up to 25 per cent of the GDP. Following the government’s initiatives several plans for investment have been undertaken which are as follows: Foxconn Technology group, Taiwan’s electronics manufacturer, is planning to manufacture Apple iPhones in India. Besides, Foxconn aims to establish 10-12 facilities in India including data centers and factories by 2020.
India Electronics and Semiconductor Association (IESA) and Nasscom have signed a MoU to push electronics manufacturing share to 25 per cent of GDP by 2025. Under the MoU approval has been given to 21 electronic clusters.
Hyderabad is set to become the mobile phone manufacturing hub in India and is expected to create 150,000 – 200,000 jobs. Besides, the Telangana Government aims to double IT exports to Rs 1.2 trillion (US$ 18.7 billion) by 2019.
Ford Motor Company has started working on plans to manufacture EcoSport in India for exporting it to US. The company has provided the quotation for 90,000 units every year, which is greater than the vehicles it sells in India.
Hyundai Heavy Industries (HHI) and Hindustan Shipyard Ltd have joined hands to build warships in India. Besides, Samsung Heavy Industries and Kochi Shipyard will be making Liquefied Natural Gas (LNG) tankers.
Mercedes-Benz plans to increase the number of cars it manufactures in India by doubling the capacity to 20,000 vehicles a year and has come up with a new plant in Pune.
Under the Digital India initiative numerous steps have been taken by the Government of India. Some of them are as follows:
The Government of India has launched a digital employment exchange which will allow the industrial enterprises to find suitable workers and the job-seekers to find employment. The core purpose of the initiative is to strengthen the communication between the stakeholders and to improve the efficiencies in service delivery in the MSME ministry. According to officials at the MSME ministry over 200,000 people have so far registered on the website.
The Ministry of Human Resource Development recently launched Kendriya Vidyalaya Sangthan’s (KVS) e-initiative ‘KV Shaala Darpan’ aimed at providing information about students electronically on a single platform. The program is a step towards realising Digital India and will depict good governance.
The Government of India announced that all the major tourist spots like Sarnath, Bodhgaya and Taj Mahal will have a Wi-Fi facility as part of digital India initiative. Besides, the Government has started providing free Wi-Fi service at Varanasi ghats.
Page 13
Based on the recommendations of the Foreign Investment Promotion Board (FIPB), the Government of India has approved 10 proposals of FDI amounting to Rs 2,857.83 crore (US$ 445.21 million) approximately. Out of the 10 approved proposals, six belonged to the pharmaceutical sector with a total value of Rs 1,415 crore (US$ 221.05 million) excluding the outflows. The Union Cabinet, chaired by the Prime Minister Mr Narendra Modi, has given its approval to enter into a Memorandum of Understanding (MoU) for strengthening cooperation in the field of Micro, Small and Medium Enterprises (MSMEs), between India and Sweden. The purpose of the MoU is to achieve and promote cooperation between MSMEs of the two countries by providing a structured framework and creating an environment to identify each other’s technologies, strengths, markets, policies, etc. The Government of India has launched an initiative to create 100 smart cities as well as Atal Mission for Rejuvenation and Urban Transformation (AMRUT) for 500 cities with an outlay of Rs 48,000 crore (US$ 7.47 billion) and Rs 50,000 crore (US$ 7.78 billion) crore respectively. Smart cities are satellite towns of larger cities which will consist of modern infrastructure and will be digitally connected. The program was formally launched on June 25, 2015. The Phase I for Smart City Kochi (SCK) is set to launch in July 2015 which will be built on a total area of 650,000 sq. ft., having a floor space greater than 100,000 sq. ft. Besides, it will also generate a total of 6,000 direct jobs in the IT sector. Road Ahead: The International Monetary Fund (IMF) and the Moody’s Investors Service have forecasted that India will witness a GDP growth rate of 7.5 per cent in 2016, due to improved investor confidence, lower food prices and better policy reforms. Besides, according to mid-year update of United Nations World Economic Situation and Prospects, India is expected to grow at 7.6 per cent in 2015 and at 7.7 per cent in 2016. As per the latest Global Economic Prospects (GEP) report by World Bank, India is leading The World Bank’s growth chart for major economies. The Bank believes India to become the fastest growing major economy by 2015, growing at 7.5 per cent. According to Mr Jayant Sinha, Minister of State for Finance, Indian economy would continue to grow at 7 to 9 per cent and would double in size to US$ 4–5 trillion in a decade, becoming the third largest economy in absolute terms. Furthermore, initiatives like Make in India and Digital India will play a vital role in the driving the Indian economy. Exchange rate used: INR 1 = US$ 0.015 as on June 17, 2015
Source: http://www.ibef.org/economy/indian-economy-overview
Page 14
SECTION V – OUR BUSINESS
Our Company was incorporated as “Trident India Limited” on 22nd February, 1985 under the Companies Act, 1956 with the Registrar of Companies, Delhi & Haryana having its registered office at Hari Nagar, Clock Tower Delhi 110064. The Company shifted its registered office from Hari Nagar, Clock Tower Delhi 110064 to 23, Ganesh Chandra Avenue, 3rd Floor, Dharmatala Kolkata West Bengal- 700013 having jurisdiction under Registrar of Companies Kolkata, West Bengal with effect from 9th April, 2013. The Corporate Identification Number (CIN) of the Company is L52110WB1985PLC196555 The Company is listed with Delhi Stock Exchange Limited (DSE) which has been derecognized by SEBI vide its order dated 19th of November, 2014.Its objective is to provide our clients a wide spectrum of financial products and services and it is a key player for providing opportunities in the financial sectors. The foremost object of our company is to meet the expectation of our investors why providing the timely services. Trident is merely engaged in the business of providing loans and advances to the investors and the financial institutions. The investors of the company are well pleased with the services of the company and expecting more diversification and resourceful services in the near future. OUR COMPETITIVE STRENGTHS
Bouquet of financial products and services: Our Company offers various financial services and products ranging from providing financial advisory &consultancy services, providing funding solutions through debt and equity to cater to the specific needs of our clients. We believe that our presence in diverse lines of business enables us to reduce risks arising from service and client concentration.
Knowledge of Multiple Financing Options The knowledge and an independent view on the array of financing options available, provide us an important competitive advantage. We assist our clients throughout the exercise by being there at every stage, identify the problems and recommend & implement solutions that deliver measurable results.
Long-term relationships To realize the potential in most companies, a long-term perspective is necessary, especially when the ambition is to achieve sustainable growth. We work on the basis of creating long-term relationships with our clients and our team work closely with them to understand their short and long-term goals. We help our clients in their entire growth trajectory.
Strong professional and execution team allows the Company to develop a strong business Our Company has a team of able and experienced professionals with ability to actively manage funding operations. This coupled with proven promoter track record allows the Company to rapidly grow its client portfolio and business.
Page 15
Investment Focus Our Company does not operate with any pre-defined restrictions in regards to which companies, which stages, which markets or which industries it should invest in. As a group, we have a proven track record of identifying and making good investments. The investment process is highly flexible. We are able to take a case from initial discussions to invested funds in a very short time. We are able to react to an opportunity when it is presented. Our Company also receives investment ideas from our network, from different intermediaries in various markets, and directly from target companies.
OUR BUSINESS STRATEGY
Increase the number of Client Relationships:
We are focused on increasing the number of client relationships and having more number of relationship managers to service these relationships. Our strategy is to increase the number of client relationships and then leverage those client relationships into offering in a whole suite of financial products. During downturn of the markets we believe that increased number of client relationships will add stability to our earnings. As a part of this we also plan to strengthen our sales team to bring in new client relationships to leverage our existing group offerings.
Offer Diversified Financial Products & Services:
Our Company offers to our clients a wide range of financial services and products allowing the client have to leverage their relationship with us and get products suiting their varied needs. This strategy allows us to gain “share of wallet” of the clients’ consumption of financial services. We offer to the client a comprehensive product offering and are able to increase our revenues per client by selling different products to the same client.
Active Investment:
It is our belief that an active management role is a more effective route to reducing risk than diversifying investment over a range of different projects. We plan to make relatively small number of investments on their own specific merits, rather than hold a larger number of stakes as part of a portfolio diversification strategy.
Plant and Machinery
Since we are a service sector company, we do not own any major plant and machinery.
Collaborations We have not entered into any technical or other collaboration.
UTILITIES & INFRASTRUCTURE FACILITIES We require computers and laptops for our data preparation work. Our registered office is equipped with latest computer systems, relevant software’s, uninterrupted power supply, internet connectivity, security and other facilities, which are required for our business operations to function smoothly.
Page 16
MANPOWER
Our Company is committed towards creating an organization that nurtures talent. We provide our employees an open atmosphere with a continuous learning platform that recognizes meritorious performance. As on the date of filling Information Memorandum, we have 7 people on the payrolls:
Category No. of Persons
Directors 04
Company Secretary or Compliance Officer 01
Chief Financial Officer 01
Head Administration Department 01
HEALTH, EMPLOYEE SAFETY & ENVIRONMENT
Our Company constantly takes initiatives to reduce the risk of accidents at our facilities including:
ensuring that plant employee safety manuals covering employee safety and environmental
procedures are in place and implemented;
providing training programs on employee safety and environment to all employees;
implementing regular proactive employee safety audits to identify and eliminate unsafe
incidence and unsafe acts, management review meetings and periodic employee safety
meetings;
implementing employee safety and environment regulations;
Implementing corrective and preventive measures for all incidents and accidents.
CAPACITY AND CAPACITY UTILIZATION
Our Company is engaged in the service sector and hence capacity and capacity utilization is not applicable to us. PROPERTY Registered Office: 23, Ganesh Chandra Avenue, 3rd Floor, Dharmatala Kolkata West Bengal- 700013 INTELLECTUAL PROPERTY Our Company does not hold any intellectual property. FUTURE OUTLOOK The future plans of our Company are in line with the way the industry is thinking and planning ahead. Our Company is trying to increase the geographical areas of operations to cater to the growing market.
Page 17
SECTION VI – INTRODUCTION SUMMARY OF BUSINESS
In this section, unless the context requires otherwise, any reference to “we”, “our” and “us” refers to the Company.
Overview Our Company was incorporated as “Trident India Limited” on 22nd February, 1985 under the Companies Act, 1956 with the Registrar of Companies, Delhi & Haryana having its registered office at Hari Nagar, Clock Tower Delhi 110064. The Company shifted its registered office from Hari Nagar, Clock Tower Delhi 110064 to 23, Ganesh Chandra Avenue, 3rd Floor, Dharmatala Kolkata West Bengal- 700013 having jurisdiction under Registrar of Companies Kolkata, West Bengal. With effect from 09th April, 2013 Delhi Stock Exchange Limited (DSE) which has been derecognized by SEBI vide its order dated 19th of November, 2014.The Corporate Identification Number (CIN) of the Company is L52110WB1985PLC196555. The Authorized Capital of the Company is Rs. 10,000,000/-and Paid-up Capital is Rs. 99, 60,000/-.
Page 18
SUMMARY OF FINANCIAL INFORMATION
The following table provides a summary of financial information derived from the
financial statements for the last five financial year 2015-2011. These financial statements
have been prepared in accordance with the Indian GAAP and the Companies Act, 1956.
The summary of financial information presented below should be read in conjunction
with the financial statements, the notes and annexure thereto provided with this
information memorandum.
Summary Statement of Assets and Liabilities
Particulars As at 31st March
2015 2014 2013 2012 2011
Net Worth
Share Capital 9960000 9960000 9960000 9960000 9960000
Reserve & Surplus -1234975.71 -1538339.71 -1676668 -1693807.21 -1719615.21
Total Net Worth 8725024.29 8421660.29 8283332 8266192.79 8240384.79
Share Application
Money Pending Allotment
Non-current Liabilities
Deferred Tax Assets (Net) 0 0 0 0 0
Total Non-Current Liabilities 0 0 0 0 0
Current Liabilities
Short-term Borrowings 0 0 0 0
Short-term Provisions 57954 25766 4036 6077 0
Sundry Creditors / Trade Payables 95590 284310 224239 80941 93026
Other Current Liabilities 0 0 0 0 0
Total Current Liabilities 153544 310076 228275 87018 93026
TOTAL EQUITY AND LIABILITIES 8878568.29 8731736.29 8511607 8353210.79 8333410.79
Non-current assets
Fixed Assets
Gross Block 0 0 0 0 879203.65
Less: Deprecation 0 0 0 0 842424.65
Net Block 0 0 0 0 36779
Non-Current Investment 3257400 3257400 3257400 3257400 3257400
Long-term Loans and Advances 0 0 0 0 0
Total Non-current assets 3257400 3257400 3257400 3257400 3294179
Current Assets
Cash & Cash Equivalents 276631.29 334043.29 71995.79 71995.79 121149.79
Trade receivables 277492 364174 364174 364174 364174
Short-term Loans & Advances 5067045 4776119 4818037 4659641 4553908
Other Current Assets 0 0 0 0 0
Total Current Assets 5621168.29 5474336.29 5254207 5095810.79 5039231.79
TOTAL ASSETS 8878568.29 8731736.29 8511607 8353210.79 8333410.79
Page 19
Statement of Profit And Loss Account
Particulars
For the year ended 31st March
2015 2014 2013 2012 2011
Income
Income from Operations 438629 280910 110640 180886 0
Other Income 0 0 0 9360 0
Total 438629 280910 110640 190246 0
Expenditure
Depreciation 0 0 0 0 7563
Other Expenses 134504 145689.5 89465 158361 77020
Total 134504 145689.5 89465 158361 84583
Profit before tax 304125 135220.5 21175 31885 -84583
Less: Tax Expense 761 -3108 4036 6077 0
Current Tax 0 0 0 0 0
Deferred Tax 0 0 0 0 0
Total Tax Expenses 761 -3108 4036 6077 0
Profit after Tax 303364 138328.5 17139 25808 -84583
Earnings Per Share
Basic 0.30 0.14 0.02 0.03 -0.08
Diluted 0.30 0.014 0.02 0.03 -0.08
Page 20
Cash Flow Statement
Particulars For the year ended 31st March
2015 2014 2013 2012 2011
CASH FLOW FROM OPERATING ACTIVITIES:
Profit before tax 304125 135220.5 21175 31885 -84583 Non-cash adjustment to reconcile profit before tax to net cash flows
- -
Depreciation/ amortization 7563
Loss/(profit) on sale of fixed assets - 1779
Interest Income -438629 -280910 110640 180886
Operating profit before working capital changes -134504 145689.5 -89465 147222 -77020
Movements in working capital:
Increase/ (decrease) in trade payables -188720 60071 143298 12085
Increase/ (decrease) in short term provisions 32188 21730 -2041 6077
Increase/ (decrease) in other current liabilities -123160
Decrease/(increase) in trade receivables 86682 2199963
Decrease/(increase) in short term loans and advances -290926 41918 158396 105733
Cash generated from/ (used in ) operations -495280 21970.5 106604 258963 1999783
Direct taxes paid(net of refunds) 761 -3108 4036 6077
Net cash flow from/ (used in) (A) -496041 18862.5 110640 265040
Cash flows from investing activities
Purchase of investment 1900000
Proceeds from sale of fixed assets 35000
Interest received 438629 280910 110640 180886
Net cash flow from/ (used in) Investing activities (B) 438629 280910 110640 215886 1900000
Cash flows from financing activities
Proceeds from short term borrowings
Interest from short term borrowings
Interest received
Net cash flows from / (used in) in financing activities ( C)
Net: Increase/(decrease) in cash and cash equivalents (A+B+C)
-57412 262047.5 0 -49154
99783
Cash and cash equivalents at the end of the year
334043.29 71995.79 71995.79 121149.7
9
21366.79
Components of cash and cash equivalents
276631.29 334043.29 71995.79 71995.79 121149.79
Cash in hand with banks in current account 51079.75 51079.75 51079.75 51079.75
Total cash and cash equivalents 225551.54 282963.54 20916.04 20916.04
Summary of significant accounting policies 276631.29 334043.29
71995.7
9 71995.79
Page 21
GENERAL INFORMATION
CORPORATE IDENTIFICATION NUMBER (CIN) L52110WB1985PLC196555
REGISTERED OFFICE OF THE COMPANY 23, Ganesh Chandra Avenue, 3rd Floor, Dharmatala Kolkata ,West Bengal-700013
TELEPHONE 033-22114457
EMAIL-ID triindialtd@gmail.com
WEBSITE www.triindialtd.com
REGISTRAR OF COMPANIES
Nizam Palace
2nd MSO Building
2nd Floor, 234/4, A.J.C.B. Road
Kolkata - 700020
Phone: 033-2287 7390
Fax 033-22903795
roc.kolkata@mca.gov.in
STOCK EXCHANGES (where the equity shares of the company are listed)
Delhi Stock Exchange Limited (DSE)
Board of Directors
Name of the Directors
Category DIN Address
Prakash Chand Sethi
Managing Director
01004493 Flat No. 1902, 9th Floor, Sgree Ran Garden, Kanke Road, Ranchi, 834008, Jharkhand, India
Vijay Kumar Jain Non-Executive
Director 01376813 Big Shop Gel Church Complex, Main
Road, Ranchi, 834001, Jharkhand, India
Rinku Adhikary Independent
Director 07140015 Churnipota, Subarna bihar, Kolkata,
741103, West Bengal, India
Sushil Kumar
Sharma Independent
Director 03223799
19 Jelia Para Lane,, 15, Howrah Municipal Corp. Golabari, Howrah, 711106, West Bengal, India
Page 22
Company Secretary And Compliance Officer
Alokananda Goswami Membership No. :A39510
Address :64, Santoshpur Avenue, 2b, Onobin Apartment, Kolkata, 700075, West Bengal, India
Email Id:triindialtd@gmail.com Telephone:033-22114457
Chief Financial Officer
Sobhan Kumar Roy PAN: AEEPR7903M
Address: New Amravati Colony,Near Rly. Colony, Chutia. Ranchi
D.O.B: (46 years) 29.06.1969 Date of Appointment: 15.10.2015
Share Transfer Agents
Maheshwari Datamatics Pvt. Ltd. 6, Mangoe Lane, 2nd Floor,
Kolkata - 700 001. Phone : 033 22435029 / 22482248
Fax : 033 22484787 Email : mdpldc@yahoo.com
Bankers To The Company
Union Bank Of India (Add : Canning Street Branch Kolkata - 700001
Statutory Auditors
R. Jain & Associates, Ratanlal Surajmal Compound Main road
Ranchi - 834001
Page 23
CAPITAL STRUCTURE
Our share capital as on the date of this Information Memorandum is set forth below:
Sr. No.
Particulars Aggregate Nominal
Value (Rs.)
A Authorized Share Capital:
10,000,00 equity shares of Rs.10/-each 10,000,000.00
B Issued, Subscribed and Paid up Capital
996000 equity shares of Rs.10/-each fully paid up 99,60,000.00
Build-up History of Paid-up Capital
Date of Allotment/ Fully Paid
Up
No. of Equity Shares allotted
Face Value (In Rs.)
Issue Price (In Rs.)
Nature of Allotment
Cumulative number of equity shares
Cumulative
Paid-up Capital (In Rs.)
Consideration
18.03.1986 249000 10 10
Initial Public Issue
0 0 10
24.12.1986 747000 10 10 Further Issue 0 0 10
CONVERTIBLE INSTRUMENTS / WARRANTS
The Company has not issued any Convertible instrument including warrants till now.
Page 24
Shareholding pattern as per clause 35 of the Listing Agreement as on 30th June, 2015
Introductory sub-table (I)(a)
Name of the Company: Trident India Limited
Scrip Code, Name of the scrip, class of security: 20067
Quarter ended: 30th June, 2015
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 NIL NIL NIL
Held by public NIL NIL NIL
Total NIL NIL NIL
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
NIL NIL NIL
Held by public NIL NIL NIL
Total NIL NIL NIL
Warrants:- No. of warrants As a % of total no. of warrants
Outstanding convertible securities:-
Held by promoter/promoter group
NIL NIL NIL
Held by public NIL NIL NIL
Total NIL NIL NIL
Total paid-up capital of the company, assuming full conversion of warrants and convertible securities
996000 Shares of Rs. 10 each
Page 25
Statement Showing Shareholding Pattern
Table (I)(a)
Category code
Category of Shareholder
Number of Shareholders
Total number of shares
Number of shares held in dematerialized form
Total shareholding as a percentage of total number of shares
Shares Pledged or otherwise encumbered
As a percentage of (A+B)1
As a percentage of (A+B+C)
Number of
shares
As a percentage
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)=
(VIII)/(IV)*100
(A) Shareholding of Promoter and Promoter Group2
1 Indian (a) Individuals/ Hindu
Undivided Family 5 542920 - 54.51 54.51 - -
(b) Central Government/ State Government(s)
- 0.00 0.00 - -
(c) Bodies Corporate
- 0.00 0.00 - -
(d) Financial Institutions/ Banks
- 0.00 0.00 - -
(e) Any Others(Specify)
- 0.00 0.00 - -
(e-i)
0.00 0.00 - -
(e-ii)
0.00 0.00 - -
Sub Total(A)(1) 5 542920 0 54.51 54.51 0 0.00
2 Foreign
a Individuals (Non-Residents Individuals/ Foreign Individuals) - - - 0.00 0.00
-
b Bodies Corporate - - - 0.00 0.00
- c Institutions - - - 0.00 0.00
-
d Qualified Foreign Investor - - - 0.00 0.00
-
e Any Others(Specify) - - - 0.00 0.00
- e-i
0.00 0.00
-
e-ii
Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00 Total Shareholding
of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 5 542920 0 54.51 54.51 0 0.00
Page 27
(B) Public shareholding
1 Institutions (a) Mutual Funds/ UTI - 0.00 0.00 - -
(b) Financial Institutions / Banks
- 0.00 0.00 - - (c) Central
Government/ State Government(s) - 0.00 0.00 - -
(d) Venture Capital Funds
- 0.00 0.00 - -
(e) Insurance Companies - 0.00 0.00 - -
(f) Foreign Institutional Investors
- 0.00 0.00 - - (g) Foreign Venture
Capital Investors - 0.00 0.00 - -
(h) Qualified Foreign Investor - 0.00 0.00 - -
(i) Any Other (specify) - 0.00 0.00 - - Sub-Total (B)(1) 0 0 0 0.00 0.00 - -
B 2 Non-institutions (a) Bodies Corporate 20 346580 34.80 34.80 - - (b) Individuals 0.00 0.00 - -
I
Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh
85 63000 6.33 6.33 - - II ii. Individual
shareholders holding nominal share capital in excess of Rs. 1 lakh. 2 43500 4.37 4.37 - -
(c) Qualified Foreign Investor 0.00 0.00 - -
(d) Any Other (specify) 0.00 0.00 - -
Sub-Total (B)(2) 107 453080 0 45.49 45.49 - -
(B)
Total Public
Shareholding (B)=
(B)(1)+(B)(2) 107 453080 0 45.49 45.49 - -
TOTAL (A)+(B) 112 996000 0 100.00 100.00 - -
(C) Shares held by Custodians and
against which
Depository Receipts have been
issued
1 Promoter and Promoter Group
0.00 -
2 Public 0.00 -
Sub-Total (C ) 0 0 0 0
GRAND TOTAL
(A)+(B)+(C) 112 996000 0 100.00 0 0.00
Page 28
1(b) Statement showing holding of securities (including shares, warrants, convertible securities) of
persons belonging to the category “Promoter and Promoter Group”
Sr. No
.
Name of the shareholder
Details of Shares held
Encumbered shares (*)
Details of warrants
Details of
convertible
securities
Total shares (including
underlying shares assuming
full conversion of warrants and convertible
securities) as a % of diluted
share capital
Number of shares
held
As a % of
grand total (A)
+(B) +( C )
No. As a percent
age
As a % of
grand total (A)+(
B)+(C) of
sub-clause (I)(a )
Numbe
r of warrant
s held
As a %
total number
of war
rants of
the sam
e class
Number of
convertible secur
ities held
As a %
total number
of conve
rtible securities
of the same
class
(I) (II) (III) (IV) (V) (VI)=(V)/(III)*100
(VII) (VIII) (IX) (X) (XI) (XII)
1 Kiran Devi
Jain
30300 3.04
0.00 0.00 0 0
2 Santosh Kumar Jain
30500 3.06
0.00 0.00 0 0
3 Nirmal Kumar
Jain(HUF)
391120 39.27
0.00 0.00 0 0
4 Vijay Kumar Jain
30000 3.01
0.00 0.00 0 0
5 Chandra Kala
Jain
61000 6.12
0.00 0.00 0 0
TOTAL 542920 54.51 0 0.00 0.00 0 0 0 0 0
(*) The term “encumbrance” has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 2011
Page 28
I)(c)(i) Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category “Public” and holding more than 1% of the total number of shares
Sr. No.
Name of the shareholder
Number of
shares held
Shares as a
percentage of total
number of
shares {i.e.,
Grand Total
(A)+(B)+(C)
indicated in
Statement at para (I)(a)
above}
Details of warrants Details of convertible securities
Total shares
(including underlying
shares assuming
full conversion
of warrants
and convertible securities) as a % of diluted share
capital
Number of warrants held
As a % total number of warrants of the same class
Number of convertible securities held
% w.r.t total number of convertible securities of the same class
1 M.L.JAIN (HUF) 25000 2.51
2 NAHAR HOLDING PVT. LTD. 10000 1.00
3 RAVINDRA KR. SINHA (HUF) 18500 1.86
4 ESSKAY BUSINESS PVT. LTD. 30000 3.01
5 NAKAMICHI SECURITIES (P) LTD. 225080 22.60
TOTAL 308580 30.98 0 - 0 - 0
Page 29
(I)(c)(ii)
Statement showing holding of securities (including shares, warrants, convertible securities) of
persons (together with
PAC) belonging to the category “Public” and holding more than 5% of the total number of
shares of the company
Sr. No. Name(s) of the
shareholder(s) and
the Persons Acting in
Concert (PAC) with
them
Numbe
r
of
shares
Shares
as a
percenta
ge of
total
number
of shares
{i.e.,
Grand
Total
(A)+(B)
+(C)
indicate
d in
Stateme
nt at
para
(I)(a)
above}
Details of
warrants
Details of
convertible
securities
Total
shares
(includ
ing
underl
ying
shares
assumi
ng full
conver
sion of
warra
nts
and
conver
tible
securit
ies) as
a
% of
diluted
share
capital
Num
ber of
warra
nts
As a %
total
numbe
r of
warran
ts of
the
same
class
Nu
mbe
r of
conv
erti
ble
secu
ritie
s
held
%
w.r.t
total
numbe
r of
convert
ible
securiti
es
of the
same
class
1 NAKAMICHI SECURITIES (P) LTD. 225080 22.60 0.00 0.00
TOTAL 616207 61.87 0 0 0 0 0
(I)(d) Statement showing details of locked-in shares
Sr. No. Name of the shareholder Number of locked-in shares Locked-in shares as a percentage of
total number of shares {i.e., Grand
Total (A)+(B)+(C) indicated in
Statement at para (I)(a) above}
1 0.00
2 0.00
TOTAL 0 0.00
I)(a) Statement showing details of Depository Receipts (DRs)
Sr. No. Type of
outstanding DR
(ADRs, GDRs,
SDRs, etc.)
Number of
outstanding
DRs
Number of shares
underlying
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}
1 0.00
2 0.00
TOTAL 0 0 0.00
Page 30
(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. No. Name of the
DR Holder
Type of
outstanding DR
(ADRs, GDRs,
SDRs, etc.)
Number of shares
underlying
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}
1 0.00
2 0.00
TOTAL 0 0.00
Shareholding pattern as per clause 35 of the Listing Agreement as on 30th September, 2015
Introductory sub-table (I)(a)
Name of the Company: Trident India Limited
Scrip Code, Name of the scrip, class of security: 20067
Quarter ended: 30th Sept, 2015
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 NIL NIL NIL
Held by public NIL NIL NIL
Total 0 NIL NIL
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 NIL NIL
Held by public NIL NIL
Total 0 NIL NIL
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 NIL NIL
Held by public NIL NIL
Total 0 NIL NIL
Total paid-up capital of the company, assuming full conversion of warrants and convertible securities
996000 Shares of Rs. 10 each
Page 31
Statement Showing Shareholding Pattern
Table (I)(a) Category code
Category of Shareholder
Number of Shareholders
Total number of shares
Number of shares held in dematerialized form
Total shareholding as a percentage of total
number of shares
Shares Pledged or otherwise
encumbered
As a percentage of(A+B)1
As a percentag
e of (A+B+C)
Number of
shares
As a percentage
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)=
(VIII)/(IV)*100
(A) Shareholding of Promoter and Promoter Group2
1 Indian (a) Individuals/ Hindu
Undivided Family 5 542920 - 54.51 54.51 - - (b) Central Government/
State Government(s) - 0.00 0.00 - -
(c) Bodies Corporate - 0.00 0.00 - - (d) Financial Institutions/
Banks - 0.00 0.00 - -
(e) Any Others(Specify) - 0.00 0.00 - - Sub Total(A)(1) 5 542920 0 54.51 54.51 0 0.00 2 Foreign a Individuals (Non-
Residents Individuals/ Foreign Individuals) - - - 0.00 0.00 -
b Bodies Corporate - - - 0.00 0.00 - c Institutions - - - 0.00 0.00 - d Qualified Foreign
Investor - - - 0.00 0.00 - e Any Others(Specify) - - - 0.00 0.00 - Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00 Total Shareholding of
Promoter and Promoter Group (A)= (A)(1)+(A)(2) 5 542920 0 54.51 54.51 0 0.00
(B) Public shareholding 1 Institutions (a) Mutual Funds/ UTI - 0.00 0.00 - - (b) Financial Institutions /
Banks - 0.00 0.00 - - (c) Central Government/
State Government(s) - 0.00 0.00 - -
(d) Venture Capital Funds - 0.00 0.00 - - (e) Insurance Companies - 0.00 0.00 - - (f) Foreign Institutional
Investors - 0.00 0.00 - -
Page 33
(g) Foreign Venture Capital Investors
- 0.00 0.00 - -
(h) Qualified Foreign Investor - 0.00 0.00 - -
(i) Any Other (specify) - 0.00 0.00 - - Sub-Total (B)(1) 0 0 0 0.00 0.00 - -
B 2 Non-institutions
(a) Bodies Corporate 32 390580 39.21 39.21 - - (b) Individuals 0.00 0.00 - -
I
Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh 74 37500 3.77 3.77 - -
II ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh. 1 25000 2.51 2.51 - -
(c) Qualified Foreign Investor 0.00 0.00 - -
(d) Any Other (specify) 0.00 0.00 - -
Sub-Total (B)(2) 107 453080 0 45.49 45.49 - -
(B)
Total Public
Shareholding (B)= (B)(1)+(B)(2)
107 453080 0 45.49 45.49 - -
TOTAL (A)+(B) 112 996000 0 100.00 100.00 - -
(C) Shares held by
Custodians and
against which Depository
Receipts have been
issued 1 Promoter and
Promoter Group
0.00 -
2 Public 0.00 -
Sub-Total (C ) 0 0 0 0
GRAND TOTAL
(A)+(B)+(C) 112 996000 0 100.00 0 0.00
Page 33
1(b) Statement showing holding of securities (including shares, warrants, convertible securities) of
persons belonging to the category “Promoter and Promoter Group”
Sr. No
.
Name of the shareholder
Details of Shares held
Encumbered shares (*)
Details of warrants
Details of
convertible
securities
Total shares (including
underlying shares assuming
full conversion of warrants and convertible
securities) as a % of diluted
share capital
Number of shares
held
As a % of
grand total (A)
+(B) +( C )
No. As a percent
age
As a % of
grand total (A)+(
B)+(C) of
sub-clause (I)(a )
Numbe
r of warrant
s held
As a %
total number
of war
rants of
the sam
e class
Number of
convertible secur
ities held
As a %
total number
of conve
rtible securities
of the same
class
(I) (II) (III) (IV) (V) (VI)=(V)/(III)*100
(VII) (VIII) (IX) (X) (XI) (XII)
1 Kiran Devi
Jain
30300 3.04
0.00 0.00 0 0
2 Santosh Kumar Jain
30500 3.06
0.00 0.00 0 0
3 Nirmal Kumar
Jain(HUF)
391120 39.27
0.00 0.00 0 0
4 Vijay Kumar Jain
30000 3.01
0.00 0.00 0 0
5 Chandra Kala
Jain
61000 6.12
0.00 0.00 0 0
TOTAL 542920 54.51 0 0.00 0.00 0 0 0 0 0
(*) The term “encumbrance” has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 2011
Page 34
I)(c)(i) Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the
category “Public” and holding more than 1% of the total number of shares
Sr. No. Name of the shareholder
Number of
shares held
Shares as a
percentage of total
number of shares
{i.e., Grand Total
(A)+(B)+(C) indicated
in Statement
at para (I)(a)
above}
Details of warrants
Details of convertible securities
Total shares
(including underlying
shares assuming
full conversio
n of warrants
and convertibl
e securities) as a % of diluted share
capital
Number of warrants held
As a % total number of warrants of the same class
Number of convertible securities held
% w.r.t total number of convertible securities of the same class
1 M.L.JAIN (HUF) 25000 2.51
2 WebtechSoftwares& Services Limited 10000 1.00
3 ParijatTracom Limited 10000 1.00
4 Mahadev Pneumatics Trading Co. Pvt Ltd 10000 1.00
5 Payanta Merchants Pvt Ltd 10000 1.00
6 Exoimp Resources Pvt Ltd 10000 1.00
7 WebcomSoftwares& Services Pvt Ltd 10000 1.00
8 Supreme Telefilms Pvt Ltd 10000 1.00
9 Classic Media Maker Pvt Ltd 10000 1.00
10 Veea Fiscal Services Pvt Ltd 13000 1.31
11 PRJ Finance Pvt Ltd 15000 1.51
12 Boski Distributors Pvt Ltd 15000 1.51
13 PNC Capital Trust Limited 15000 1.51
14 ArdhiVanijyaPvt Ltd 15000 1.51
15 Knitworth Lease Finance Limited 12000 1.20
16 Bhawani Freight & Forwarder Pvt Ltd 10000 1.00
17 Cyndrella Tie - up Pvt Ltd 10080 1.01
18 Ideal BuildconPvt Ltd 15000 1.51
19 Pichu Sleepwear Pvt Ltd 17000 1.71
20 Fareast Distributors Pvt Ltd 15000 1.51
21 Ashwin Trading Pvt Ltd 27000 2.71
22 KarikishVyaparPvt Ltd 18000 1.81
Page 35
23 Globe Stocks & Securities Pvt Ltd 20000 2.01
24 B. L. ImpexPvt Ltd 20000 2.01
25 Rajeev Trading Co Pvt Ltd 20000 2.01
26 Ideal Motor Finance Pvt Ltd 20000 2.01
27 Binavadini Printing & Allied Works Pvt Ltd 15000 1.51
TOTAL 397080 39.87 0 - 0 - 0
I)(c)
(ii)
Statement showing holding of securities (including shares, warrants, convertible
securities) of persons (together with
PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company
Sr.
No.
Name(s)
of the
sharehol
der(s)
and
the
Persons
Acting
in
Concert
(PAC)
with
them
Num
ber
of
share
s
Shares
as a
percenta
ge of
total
number
of
shares
{i.e.,
Grand
Total
(A)+(B)
+(C)
indicate
d in
Stateme
nt at
para
(I)(a)
above}
Details of warrants Details of convertible
securities
Total
shares
(including
underlying
shares
assuming
full
conversion
of
warrants
and
convertible
securities)
as a
% of
diluted
share
capital
Number
of
warrant
s
As a %
total
number of
warrants
of the
same class
Number
of
converti
ble
securitie
s
held
% w.r.t
total
number of
convertible
securities
of the same
class
1
0.00 0.00 0.00
2
0.00 0.00 0.00
TOTAL 0 0.00 0 0 0 0 0
Page 36
(I)(d)
Statement showing details of locked-in shares
Sr. No. Name of the
shareholder
Number of locked-in
shares
Locked-in shares as a percentage
of total number of shares {i.e.,
Grand Total (A)+(B)+(C)
indicated in Statement at para
(I)(a) above}
1 0.00
2 0.00
TOTAL 0 0.00
(II)(a) Statement showing details
of Depository Receipts
(DRs)
Sr. No. Type of outstanding
DR (ADRs, GDRs,
SDRs, etc.)
Number of
outstanding
DRs
Number of shares
underlying 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}
1 0.00
2 0.00
TOTAL 0 0 0.00
(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. No. Name of the DR
Holder
Type of outstanding
DR (ADRs, GDRs,
SDRs, etc.)
Number of shares
underlying
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}
1 0.00
2 0.00
0.00
TOTAL 0 0.00
Page 37
LIST OF TOP 10 SHAREHOLDERS AS ON DATE
S. NO. NAME NO. OF SHARES PERCENTAGE
1 Nirmal Kumar Jain (HUF) 391120 39.27
2 Chandrakala Jain 61000 6.12
3 SANTOSH KR. JAIN 30500 3.06
4 KIRAN DEVI JAIN 30300 3.04
5 Vijay Kumar Jain 30000 3.01
6 Ashwin Trading Pvt Ltd 27000 2.71
7 M.L.JAIN (HUF) 25000 2.51
8 Globe Stocks & Securities Pvt Ltd 20000 2.01
9 B. L. Impex Pvt Ltd 20000 2.01
10 Rajeev Trading Co Pvt Ltd 20000 2.01
Disclosures:
1. No dividend and Cash Bonus 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.
Page 38
Authority for the Direct Listing
Our Board of Directors has approved the Direct Listing pursuant to resolution passed at
their meeting held on 09th October, 2015.
Prohibition by SEBI or Other Governmental Authorities
Our Company, our Promoter, natural persons in control of the Promoter, Directors, Promoter Group and Group Companies, have not been prohibited from accessing or operating in capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI or any other regulatory or governmental authority. There has been no regulatory action taken or penalty imposed by any regulator against our Company. The companies, with which our Promoter, Directors or persons in control of our Company are associated as promoter, directors or persons in control have not been prohibited from accessing in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority. There has been no action taken by SEBI against any entity belonging to the Promoter Group or forming part of Group Companies. There has been no action initiated by SEBI/RBI or any other regulator (both domestic and overseas) against our Promoter or the promoters of our Promoter or any entitles forming part of Group Companies. No action has been taken by SEBI against our Directors or any entity our Directors are involved with as promoters or directors. None of the entities that our Directors are associated with, which are engaged in securities market related business and are registered with SEBI. Prohibition by RBI Neither our Company nor our Promoter, relatives of our Promoter, Directors, have been identified as willful defaulters by the RBI or any other governmental authority. There are no violations of securities laws committed by them in the past or are pending against them. Declaration under the Companies Act We are in compliance with the provisions of the Companies Act, and nothing in this prospectus is contrary to the provisions of the Companies Act, SCRA, SEBI Act, and the rules and regulations made thereunder.
Consents
The written consents of Promoters, Directors, Auditors, Registrar of the Company and Bankers to the Company to act in their respective capacities have been obtained and such consents have not been withdrawn up to the time of delivery of this Information Memorandum with the Stock Exchange.
SECTION VII - OTHER REGULATORY AND STATUTORY DISCLOSURES
Page 39
To the best of our knowledge, there are no other consents required for making the listing of the Company on MCX-SX. However, should the need arise, necessary consents shall be obtained by us. De-mat Credit The Company has appointed MAHESHWARI DATAMATICS PVT. LTD. as it’s Register and Share Transfer Agent as on 04th July, 2015 and entered into agreements with CDSL dated 27th August, 2015 and with NSDL 25th August, 2015 respectively for dematerialization of the Equity Shares. The ISIN of the company is INE349T01013. 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 any one 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 MCX - SX Over and Above the criteria, the Exchange may use its discretion for Listing of Securities of the Issuer(s). Further, the Exchange strictly reserves its rights for grant of approvals.
Page 40
SECTION VIII- ABOUT THE COMPANY
OUR HISTORY AND CERTAIN CORPORATE MATTERS
Brief History of our Company Our Company was incorporated as “Trident India Limited” on February 22nd, 1985 under the Companies Act, 1956 with the Registrar of Companies, Delhi & Haryana having its registered office at Hari Nagar, Clock Tower Delhi 110064. The Company shifted its registered office from Hari Nagar, Clock Tower Delhi 110064 to 23, Ganesh Chandra Avenue, 3rd Floor, Dharmatala Kolkata West Bengal- 700013 having jurisdiction under Registrar of Companies Kolkata, West Bengal with effect from 09th April, 2013. The Corporate Identification Number (CIN) of the Company is L52110WB1985PLC196555 Situation of Registered Office 23, Ganesh Chandra Avenue, 3rd Floor, Dharmatala Kolkata West Bengal- 700013 Main Objects of the Company
1. To carry on the business of purchasers, sellers, suppliers , traders, merchant brokers, agents, assemblers, packers, stockiest, distributors, dealers , indenters, importers of all kinds of goods , merchandise, articles, including agricultural products, food articles, forest products, plantations, crops like tea, coffee, tobacco plants, machinery, spare parts, component, raw materials, consumables, devices, bullion, precious stones, work of art, culture, cumulous, jewelry, ornaments, document information, projects, services and idea, and/or to act as principals, dealers, agents, sub-agents, manufacturers’ representatives either society or in conjunction and vice versa on connection therewith and for the above said purpose to establish or maintain services of maintenance or depot and or industries anywhere in the world.
2. To carry on business as buyers, sellers, importers, exporters, dealers, commission agents and dealers in plants, machines equipment’s, apparatus, gadgets, appliances, accessories, spare parts and dealers in woolen goods , handicrafts, jewelry, ornaments, steel, plastic, rubber, chemicals, engineering goods , minerals, electronic, cloth, dresses, garments, transports, vehicles, food products, live stocks, paper and paper products.
3. To finance, facilitate, encourage, promote and assist in the establishment and growth of industries of industrial sector.
4. To carry on the business of manufacturers, producers, processors, bleachers, dyers, printers,spinners, weavers,importers ,exporters buyers , sellers and dealers in all kinds of threads,yarns, fibers, textile and fabric whether synthetic, artificial or natural, nylon, polyester, acrylics, torylene, rayon, silk, artificial silk, linen, cotton , wool, jute and any other fibers or fibrous materials, allied products by –products and substitutes for all or any of them and utilize any waste arising from such manufacturing , production or process.
Promoter
For details, please see the chapter entitled, “Our Promoter and Promoter Group” on page 50 of this Information Memorandum.
Capital Raising Activities
For details regarding our equity capital, please see the chapter entitled “Capital Structure” on page 23, respectively, of this Information Memorandum.
Page 41
Major Events
Year Event
1985 Company received its first Certificate of Incorporation in the name of “Trident India Limited”
1986 Company got listed on Delhi Stock Exchange Limited (DSE) 2015 Company entered into Tripartite Agreement with NSDL & CDSL
Our Business For details in relation to our Business, please see the chapter entitled “Our Business‟ on page 14 of this Information Memorandum. Delisted from Stock Exchange
Our company has never been compulsory delisted from any stock exchange. Joint Ventures The company has not entered into any Joint Ventures. Time and Cost Overruns The nature of our Company’s business does not include implementation of projects and therefore our Company believes there have been no time and cost overruns in the implementation of our projects. Lock-out, Strikes etc. There have been no lock-outs, strikes etc. during the last five years preceding the date of this Information Memorandum. Subsidiaries The Company does not have any subsidiaries and company is not subsidiary of any company as on date of this Information Memorandum. Acquisitions of business / undertakings Our Company has neither acquired any entity nor been involved in any scheme of arrangement. Material Contracts There are no material contracts, agreements (including agreements for technical advice and collaboration), concessions and similar other documents (except those entered into in the ordinary course of business carried on or intended to be carried on by the company), executed or entered into by the Company.
Page 42
OUR MANAGEMENT
Board of Directors
Trident India Limited is a professionally managed company. The overall management
is vested in the Board of Directors, comprised of qualified and experienced persons.
We currently have four Directors on our Board out of which 1Managing Director, 1
Non - Executive Director and 2 Independent Directors.
The following table sets forth details of our Board as on the date of this Information
Memorandum:
Name Designation, PAN, and DIN
Age Date of Appointment
Address
Name
Prakash Chand Sethi
Age: (68 years) D.O.B.:
26.07.1947
22/03/2004
Flat No. 1902, 9th Floor,
Sgree Ran Garden,, Kanke Road,
Ranchi, 834008,
Jharkhand, India
Designation
Managing Director
PAN AGKP0797E
DIN 01004493
Name Rinku Adhikary
Age: (30 years)
D.O.B. 16.10.1985
25/03/2015
Churnipota,
Subarna Bihar,,
Kolkata, 741103, West Bengal, India
Designation Independent Director
PAN BJDPA4301F
DIN 07140015
Name Sushil Kumar Sharma
(56 years) D.O.B
07.05.1959
22/04/2015
19 Jelia Para Lane,, 15, Howrah
Municipal Corp. Golabari,
Howrah, 711106, West
Bengal, India
Designation Independent Director
PAN ALWPS8277Q
DIN 03223799
Name Vijay Kumar Jain
(31 years) D.O.B
28.04.1984
22/03/2004
Big Shop Gel Church
Complex, Main Road,
Ranchi, 834001, Jharkhand,
India
Designation Non-Executive Director
PAN AEZPJ9705J
DIN 01376813
Page 43
Name Sobhan Kumar Roy
(46 years) D.O.B
29.06.1969
15./9/2015
New Amravati Colony,Near Rly. Colony, Chutia.
Ranchi Designation CFO
PAN
AEEPR7903M
BRIEF PROFILES OF THE DIRECTORS:
MR. PRAKASH CHAND SETHI
Date of Birth (68 years) 26.07.1947
Father’s Name KANHAIYA LAL SETHI
DIN 01004493
PAN AGKP0797E
Address Flat No. 1902, 9th Floor, Sgree Ran Garden,, Kanke Road, Ranchi, 834008, Jharkhand, India
Brief Description of the Business, Work Profile & Experience
Mr. Sethi is working in the field of Finance from last 20 years. He is very good at his job. He always works for the betterment of the Company. His thoughts are always welcome for the future diagnosis of the Company.
Date of Joining 22.03.2004
MRS. RINKU ADHIKARY
Date of Birth (30 years) 16.10.1985
Father’s Name Manoranjan Adhikar
DIN 07140015
PAN BJDPA4301F
Address Churnipota, Subarna Bihar, Kolkata, 741103, West Bengal, India
Brief Description of the Business, Work Profile & Experience
Rinku Adhikaryis the woman director of the company. She is the youngest director of the company. She has done her graduation. She is diligent lady and Company always appreciates her valuable time devoted for the company.
Date of Joining 25/03/2015
MR. SUSHIL KUMAR SHARMA
Date of Birth (56 years) 07.05.1959
Father’s Name Hari Prashad Sharma
DIN 03223799
PAN ALWPS8277Q
Address 19 Jelia Para Lane,, 15, Howrah Municipal Corp. Golabari, Howrah, 711106, West Bengal, India
Brief Description of the Business, Work Profile & Experience
He is very hardworking and dedicated person in the board. He engages in the day-to-day activities of the business.
Date of Joining 22/04/2015
Page 44
MR. VIJAY KUMAR JAIN
Date of Birth (31 years) 28.04.1984
Father’s Name Santosh Kumar Jain
DIN 01376813
PAN AEZPJ9705J
Address Big Shop Gel Church Complex, Main Road, Ranchi, 834001, Jharkhand, India
Brief Description of the Business, Work Profile & Experience
Mr. Jain is having an experience of about 5 years in the field of finance and administration, which has helped the organization to run is financial activities smoothly.
Date of Joining 22/03/2004
Service Agreements with Directors
Our Company has not entered into any services contracts with any of our Directors for
providing any benefit upon termination of employment.
Remuneration to Managing Directors and Non-Executive Directors
Except as disclosed in this Information Memorandum, none of the beneficiaries of
loans, advances and sundry debtors are related to our Directors. No sitting fee has
been paid to the Directors of our Company in the earlier financial years.
Shareholding of Directors
Except as stated below, none of our Directors hold any Equity Shares as on the date of
this Information Memorandum.
Sr.
No. Name No. of Shares % of Shares
1. Mr. Vijay Kumar Jain 30000 3.01% 2. Mr. Prakash Chand Sethi 5000 0.50% TOTAL 35000 3.51%
Corporate Governance
Company’s Philosophy on Code of Governance
The Company’s philosophy of Corporate Governance aims at establishing and practicing a system of good corporate governance which will assist the management in managing the Company’s business in an efficient and transparent manner in all facets of its operations and in its interaction with stakeholders namely :-
Shareholders: as providers of risk capital, to provide them a reasonable return and enhance shareholder value;
Customers: to provide adequate customer service focusing the activities on customer expectations and meeting them.
Employees: to promote development and well-being
Society: to maintain company’s economic viability as producer of goods and
services and
Page 45
Other stakeholders: fulfilling the obligations towards other stakeholders
namely government, suppliers, creditors, etc.
Clause 49 of the Listing Agreement with Stock Exchange sets up norms and disclosures that are to be met by the Company on Corporate Governance front. We confirm our compliance with Corporate Governance criteria, as required under the said clause, is set out below. Committees of the Board
The Board has constituted committees of Directors, including,
(i) Audit Committee,
The details of these committees as set out below:
Audit Committee
The members of the Audit Committee are:
1. Mr. Sushil Kumar Sharma – Chairman of the Committee; 2. Ms. Rinku Adhikary – Member of the Committee; 3. Mr. Vijay Kumar Jain – Member of the Committee;
The Members of the Audit Committee are eminent professional and financially literate. One member has expertise in the field of Taxation, Accounting and Corporate Laws. The Audit Committee meetings are held both at the Registered Office and are attended by the Finance Head. A representative of the Statutory Auditor is invited, as required. The Director acts as the Secretary of the Audit Committee. The Chairman of the Audit Committee is an Independent director and was present at the last Annual General Meeting of the Company. The broad terms of reference of the Audit Committee are as follows:
Review of the Company’s financial reporting process, and its financial statements;
Review of accounting and financial policies and practices; Review of the internal control and internal audit system; Review of risk management policies and practices; Discussing with Statutory Auditors before the audit commences on the nature
and scope of audit, as well as having post audit discussion to ascertain any area of concern;
Review of related party transactions; Review of process laid down for risk assessment and minimization procedure.
Page 46
OUR PROMOTER AND PROMOTER GROUP
The Company consists of dedicated promoters having a repute please find below details of the same:
Mrs. Kiran Devi Jain Address Arya Puri Ratu Road, Ranchi Date of Birth 20.05.1959 PAN AAVPJ1345A No. of Shares held 30300
Mrs. Santosh Kr. Jain Address Arya Puri Ratu Road, Ranchi Date of Birth 21.03.1953 PAN ABQPJ9603R No. of Shares held 30500
Mr. Vijay Kumar Jain Address Bigshop Gel Church Complex , Main
Road Ranchi, 834001,Jharkhand India Date of Birth 28.04.1984 PAN AEZPJ9705J No. of Shares held 30000
Mrs. Chandrakala Jain Address M R Market, Mahabir Chowk, Ranchi -
834001, Jharkhand Date of Birth 04.06.1965 PAN AAVPJ1347C No. of Shares held 61000
Nirmal Kumar Jain (HUF) Address 3/18, Brijdham Housing Complex, 255
Canal Streetkolkata - 700048, West Bengal
Date of Incorporation 01.09.2010 PAN AAFHN8939N No. of Shares held 391120 RELATED PARTY TRANSACTIONS
For details of the related party disclosures, as per the requirements under Accounting
Standard 18 “Related Party Disclosures” issued by the Institute of Chartered
Accountants in India and as reported in the restated financial information.
47
SECTION IX - FINANCIAL INFORMATION
INDEPENDENT AUDITOR’S REPORT
48
49
50
51
52
53
54
55
56
57
Page 58
SECTION X - OUTSTANDING LITIGATIONS
Except as stated herein, there are no outstanding or pending litigation, suits, civil prosecution, criminal proceedings or tax liabilities against our Company, our Directors, our Promoters and Group Companies and there are no defaults, non-payment of statutory dues, over dues to banks and financial institutions, defaults against bank and financial institutions and there are no outstanding debentures, bonds, fixed deposits or preference shares issued by our Company; no default in creation of full security as per the terms of the issue, no proceedings initiated for economic or other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (I) of Part I of Schedule XIII of the Companies Act, 1956) and relevant schedule of Companies Act, 2013 wherever applicable, and no disciplinary action has been taken by SEBI or any stock exchanges against our Promoters, our Directors or Group Companies.
I. CASES FILED BY OUR COMPANY Civil Cases There are no civil proceedings filed by our Company. Criminal Cases There are no criminal proceedings filed by our Company.
II. Outstanding litigations of involving the Promoters/ Promoter Companies/ directors of Promoter Companies and Group Companies:
(A) All pending litigations in which the Promoters/ Promoter Companies/ directors of Promoter Companies are involved NIL
(B) All pending litigations in which the Group Companies/ directors of Group Companies are involved. NIL
(C) List of all defaults to the financial institutions or banks by Promoters/ Promoter Companies/ directors of Promoter Companies. NIL
(D) List of all defaults to the financial institutions or banks by Group Companies/ directors of Group Companies. NIL
(E) List of all non-payment of statutory dues by Promoters/ Promoter Companies/ directors of Promoter Companies. NIL
(F) List of all non-payment of statutory dues by Group Companies/ directors of Group Companies. NIL
(G) List of all dues towards instrument holders such as debt instrument holders, fixed deposits and arrears on cumulative preference shares by Promoters/ Promoter
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Companies/ directors of Promoter Companies. NIL
(H) List of all dues towards instrument holders such as debt instrument holders, fixed deposits and arrears on cumulative preference shares by Group Companies/ directors of Group Companies. NIL
(I) List of proceedings initiated for economic offences or civil offences (including the past cases, if found guilty) by Promoters/ Promoter Companies/ directors of Promoter Companies. NIL
(J) List of proceedings initiated for economic offences or civil offences (including the past cases, if found guilty) by Group Companies/ directors of Group Companies. NIL
(K) List of all disciplinary action taken by SEBI or recognised stock exchanges against the Promoters/ Promoter Companies/ directors of Promoter Companies. NIL
(L) List of all disciplinary action taken by SEBI or recognised stock exchanges against the
Group Companies/ directors of Group Companies.
NIL (M) List of cases of pending litigations, defaults, etc. in respect of group companies with
which the Promoters/ Promoter Companies/ directors of Promoter Companies, were associated in the past but are no longer associated, in case their name(s) continue to be associated with the particular litigation(s).
NIL
(N) List of past and present litigations/ defaults/ over dues or labour problems/ closure etc., faced by the Group Companies. NIL
(O) All the litigations against the Promoters/ Promoter Companies/ directors of Promoter
Companies involving violation of statutory regulations.
NIL (P) All the litigations against the Group Companies/ directors of Group Companies
involving violation of statutory regulations.
NIL
(Q) All the litigations against the Promoters/ Promoter Companies/ directors of Promoter Companies alleging criminal offence.
NIL
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(R) All the litigations against the Group Companies/ directors of Group Companies alleging
criminal offence.
NIL (S) List of adverse findings, if any, in respect of the persons/entities connected with our
Company/ Promoters/ Promoter Companies/ directors of Promoter Companies/ Group Companies/ directors of Group Companies as regards compliance with the securities laws.
NIL
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SECTION XI- LICENSE & GOVERNMENT APPROVALS The Company has received the necessary consents, licenses, permissions and approvals from the Government of India and various governmental agencies required for the present business (as applicable on date of this Information Memorandum and except as mentioned below, no further approvals are required for carrying on the existing business and expansion plans. It must be distinctly understood that, in granting these approvals, the Government of India does not take any responsibility for the Company financial soundness or for the correctness of any of the statements made or opinions expressed in this behalf. In view of the approvals already obtained, the Company can undertake this Issue and the current/ proposed business activities and no further major approvals from any governmental or regulatory authority or any other entity are required to undertake the Issue or continue the business activities, except the pending approvals mentioned below. Unless otherwise stated, these approvals are all valid as of the date of this Information Memorandum. The following statement sets out the details of licenses, permissions and approvals taken by the Company under various central and state laws for carrying out its business. I. Approvals In Relation To Our Company’s Incorporation
Year Event
1985 Company received its first Certificate of Incorporation in the name of “Trident India Limited”
1986 Company got listed on Delhi Stock Exchange Limited (DSE) 2015 Company entered into Tripartite Agreement with NSDL & CDSL
II. Approvals for the Listing
Our Board of Directors has approved the Direct Listing pursuant to resolution
passed at their meeting held on 9th October, 2015
III. Approvals in relation to our business
Our Company is required to obtain various approvals in relation to our business. The registrations and approvals obtained by our Company in respect of our business in India include the following:
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SECTION XII- PURPOSE OF LISTING
The entire Equity Share Capital of the Company is currently listed at Delhi Stock
Exchange Limited (DSEL).However, since the concerned stock exchange has been de-
recognized by SEBI, No trading platform is available on any of the regional stock
exchanges, and the trading of the securities of the Company is not carried out in these
stock exchanges. Since the MCX – SX is the nationwide exchange in terms of listed
companies providing a host of services to capital market participants including risk
management, clearing, settlement, market data services and education, nation-wide
trading terminals and also has a global reach with customers around the world with a
nation-wide presence, getting the Company listed at MCX - SX will provide the members
of the Company, investors and/or traders, the facility to trade in the shares of the
company, better liquidity of funds, help in mobilizing savings for economic development
as well as protect the investors interest by ensuring full disclosures. Further
considering the followings benefits of listing, the Management has got motivated to get
the securities of the Company listed on MCX - SX:-
a.) Fund Raising and exit route to investors:
Listing provides an opportunity to the Corporate / entrepreneurs to raise capital to fund
new projects/undertake expansions/diversifications and for acquisitions. Listing also
provides an exit route to private equity investors as well as liquidity to the ESOP-
holding employees.
b.) Ready Marketability of Security:
Listing brings in liquidity and ready marketability of securities on a continuous basis
adding prestige and importance to listed companies.
c.) Ability to raise further capital:
An initial listing increases a company's ability to raise further capital through various
routes like preferential issue, rights issue, Qualified Institutional Placements and
ADRs/GDRs/FCCBs, and in the process attract a wide and varied body of institutional
and professional investors.
d.) Supervision and Control of Trading in Securities:
The transactions in listed securities are required to be carried uniformly as per the
rules and byelaws of the exchange. All transactions in securities are monitored by the
regulatory mechanisms of the stock exchange, preventing unfair trade practices. It
improves the confidence of small investors and protects them.
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e.) Fair Price for the Securities:
The prices are publicly arrived at on the basis of demand and supply; the stock exchange quotations are generally reflective of the real value of the security. Thus listing helps generate an independent valuation of the company by the market.
f.) Timely Disclosure of Corporate Information: The listing agreement signed with the exchange provides for timely disclosure of information relating to dividend, bonus and right issues, book closure, facilities for transfer, company related information etc. by the company. Thus providing more transparency and building investor confidence. g.) Collateral Value of Securities: Listed securities are acceptable to lenders as collateral for credit facilities. A listed company can also borrow from financial institutions easily as it is rated favorably by lenders of capital; the company can also raise additional funds from the public through the new issue market with a greater degree of assurance.
h.) Better Corporate Practice: Since the violation of the listing agreement entails the de-listing/suspension of securities from the rings of the exchange, the listed companies are expected to follow fair practices to the advantage of investors and public.
i.) Benefits to the Public: The data daily culled out by the stock exchange in the form of price quotations and others; provide valuable information to the public which can be used for project and research studies. The stock exchange prices can be an index of the state of the economy. Financial institutions, NRIs, individual investor’s etc. can take wise decisions before making investments.
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SECTION XIII – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following contracts which have been entered or are to be entered into
by our Company (not being contracts entered into in the ordinary course of business
carried on by our Company or contracts entered into more than two years before the
date of this Information Memorandum) which are or may be deemed material have
been attached to the copy of the Information Memorandum delivered to the ROC for
registration. Copies of the above mentioned contracts and also the documents for
inspection referred to hereunder, may be inspected at the Registered Office between
10:00 a.m. and 04:00 p.m. on all 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 4. Agreement between NSDL, our Company and the Registrar to the Company
dated 25th Day of August, 2015. 5. Agreement between CSDL, our Company and the Registrar to the Company
dated 27th Day of August, 2015.
6. Copy of Board Resolution for approval of Direct Listing dated 09th October, 2015
Any of the contracts or documents mentioned in this Information Memorandum may be
amended or modified at any time if so required in the interest of our Company or if
required by the other parties, without reference to the shareholders subject to
compliance of the provisions contained in the Companies Act and other relevant
statutes.
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