(hardgm - paul merchants...2018/02/14 · 2) further, the company is already having 97 % stake in...

Corp. Office. : PMl. House, 300 8294130, Sector 2241. Chandigarh-160022

Ph. 0172-5041740, 5041757, 5041792 Fax : 017260ll713

Read, Office : DSM 335.196.331310 Floor, DI} Tm.15,SIIMiIMim.

Nahigam Road, New DeIIIH 10015 P». 1111487021“)

minimum WM

To, PMUCS/BSE/2018/1444

Corporate Relations Department. Date: February 14, 2018

BSE Limited,Phiroze Jeejeebhoy Towers

Dalal Street

Mumbai- 400001

SUBJECT :- OUTCOME OF BOARD MEETING UNDER REGULATION 30 OF

SEBI LISTING OBLIGATIONS 8: DISCLOSURE REQUIREMENTS

REGULATIONSI 2015 (LODR!

SCRIP CODE: 539113

TIME OF COMMENCEMENT: 12.00 PM

TIME OF CONCLUSION : 04.15 PM

Dear Sir

Pursuant to Regulation 30 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015, we would like to

inform you that the following decisions were taken at the meeting of Board of

Directors held on February 14, 2018:-

1) The Company at present holds 61.70 % stake in the equity share capital of its

subsidiary Company Paul Fincap Pvt. Ltd The board of directors of the company in

its meeting held on 14th February. 2018 have decided to make M/S Paul FincapPrivate limited its wholly owned subsidiary by acquiring 100 % paid up equity share

capital of the company either by way of subscription to the new shares issued by the

investee company or by acquiring from existing shareholders or by way of both

subject to approval of Reserve Bank of India and other authorities, if required. The

Company has nominated Mr. Sat Paul Bansal, Chairman & Managing Director of the

Company to hold 1 share on behalf of the Company.

The said shares will be subscribed at a price of Rs. 40.92 /- per share as per the fair

valuation certificate issued by the Statutory Auditors of the investee company. The

said investment has been approved by the Audit Committee of the Board of Directors

of the company in its meeting held on 12m February, 2018. The required dIsclosure/wAunder Regulation 30 of SEBI (Listing Obligations 6; Disclosure Requirements}?Regulations, 2015 read with SEBI c:rcular no. ClR/CFD/CMD/4/2015 dai

September 09,2015 for the above said investment is enclosed herewith

Annexure A. Kindly take the same on your records.

“STEIN ONIONI

FOREIGNI

TOURS lI

OUTHOUNOI

DOMESTIC INTERNATIONAL

MONEY TRANSFER EXCHANGE TRAVELS HONEY TRANSFER MONEY TRANSFER SIN CARD

2) Further, the company is already having 97 % stake in the equity share capital ofits subsidiary company PML Realtors Private Limited. The Board of Directors of the

company, in its meeting held on 14m February. 2018 have approved investment inthe Equity Share Capital of PML Realtors Pvt. Ltd., upto 100 % in the total paid up

capital of the said investee Company either by way of subscription to the new sharesissued by the investee company or acquiring from existing shareholders or by way ofboth subject to any statutory approval (if required). Thus, PML Realtors shall also

become wholly owned subsidiary of the company. The said shares shall be

subscribed at face value i.e. at a price of Rs 10/- per equity share as per the Arms

Length certificate provided by the Statutory Auditor of the investee company. The

Company has nominated Mr. Sat Paul Bansal, Chairman & Managing Director of the

Company to hold 1 share on behalf of the Company.

The said investment has been approved by the Audit Committee of the Board of

Directors of the company in its meeting held on 12th February, 2018. The requireddisclosure under Regulation 30 of SEBI (Listing Obligations & Disclosure

Requirements) Regulations, 2015 read with SEBI circular no. CIR/CFD/CMD/4/2015dated September 09, 2015 for the above said investment is enclosed herewith as

Annexure B. Kindly take the same on your records.

3) Further, the Board of Directors of the company, in its meeting held on 14‘"

February, 2018 approved investment in the Equity Share Capital of group companyi.e. in Paul E Commerce Pvt. Ltd., upto 19 % in the total paid up capital of the said

investee Company on post-issuance basis. The said shares will be subscribed at a

price Rs. 182.37/- per share as per the valuation certificate issued by the StatutoryAuditors of the Investee Company. The said investment shall be subject to approvalof Ministry of Information & Broadcasting and other authorities, as may be required.

The said investment has been approved by the Audit Committee of the Board of

Directors of the company in its meeting held on 12lh February, 2018. The requireddisclosure under Regulation 30 of SEBI (Listing Obligations & Disclosure

Requirements) Regulations, 2015 read with SEBI circular no. ClR/CFD/CMD/4/2015

dated September 09, 2015 for the above said investment is enclosed herewith as

Annexure C. Kindly take the same on your records.

Thanking you,

Yours faithfully,

For PAUL MERCHANTS LIMITED

(HARDgM SINGH)COMPANY SECRETARY

FCS-5046

:, scosmso :

7; swam-a. I:-\/

Enclosed: As above

ANNEXURE A

Disclosure as er Part A of Schedule Ill of SEBI Listin Obli ations &

Disclosure Requirements) Regulations. 2015

Name of the target entity, details in

brief such as size, turnover etc.;

Paul Fincap Private Limited (PFPL). The

company is having Regd. Office situated

at 800 829-830. Sector 22-A.

Chandigarh. Apart from its RegisteredOffice. the Company has 14 branch

offices and Turnover of the Company as

per Audited Balance Sheet for the

Financial Year ended 31.03.2017 was Rs

3.13 Crore. The paid up capital of the

company is Rs 9,95.87,000/-Whether the acquisition would fall

within related party transaction(s) and

whether the promoter] promoter

group! group companies have any

interest in the entity being acquired?If yes, nature of interest and details

thereof and whether the same is done

at “arms length”;

The acquisition falls in the category of

related party transaction. The promotersand Directors of Paul Merchants Limited

(PML) i.e. Mr. Sat Paul Bansal. Mr.

Rajneesh Bansal are also Directors and

Shareholders of the target company.

Further. Mr. Sandeep Bansal & Mrs.

Sarita Rani Bansal. Promoters and

Directors of PML are also shareholders

in the target company. The proposedacquisition is based upon the Fair

Valuation certificate issued by the

statutory auditors of the investee

company. The transaction will be at arms

length basis.

Industry to which the entity being

acquired belongs;

Financial services. The company is into

Gold Loan. issuance of Pre Paid

Instruments (PPI) and Domestic MoneyTransfer activities.

Objects and effects of acquisition

(including but not limited to,

disclosure of reasons for acquisitionof target entity, if its business is

outside the main line of business of

the listed entity);

The target company is in the business of

Gold Loan, issuance of Pre Paid

Instruments (PPI) and Domestic MoneyTransfer activities. The company alreadyholds 61.7 % equity stake in the target

company. The said industry is fast

growing in the present era. The finance

business, especially Gold Loan business

is already growing at a fast pace and with

more infusion of funds in the business, is

likely to yield handsome returns in future.

Besides that, the world is day by day

shifting towards the cashless, paperlessand online regime and as such, the

future of Prepaid Instruments is also

bright. For the above reasons, PML finds

é

that investment in the securities of PFPL

would grow in future and would prove to

be a good investment for the Company.

With this investment, the investee

Company will become wholly owned

Subsidiary of PML.

Brief Details Of Any Governmental Or

Regulatory Approvals Required For

The Acquisition;

Since the target company is regulated byReserve Bank of India (RBI). the

proposed investment shall be governed

by applicable RBI Regulations]Instructions. Requisite approval from

RBI will be taken in this regard.indicative time period for completionof the acquisition;

12 months

nature of consideration - whether

cash consideration or share swap and

details of fire same;

The consideration shall be routed

through banking channel.

cost of acquisition or the price at

which the shares are acquired;

It is proposed to invest in the shares of

the investee company at a price of Rs

40.92 per equity share of face value of

Rs. 10/- each. The fair value of the

shares for this purpose comes to Rs.

40.92/— per share as per the valuation

certificate issued by the StatutoryAuditors of the Investee Company.

Percentage of shareholding I control

acquired and I or number of shares

acquired;

100 % in the total paid up capital of the

said investee Company in one or more

tranches either by way of acquiring the

shares from the existing shareholders of

the investee company or by way of

subscription to the new shares issued bythe investee company or by way of both

Brief background about the entity

acquired in terms of products/line of

business acquired, date of

incorporation, history of last 3 years

turnover, country in which the

acquired entity has presence and any

other significant information (in brief);

Paul Fincap Private Limited (PFPL) is a

subsidiary company of Paul Merchants

Ltd. The company is mainly into business

of providing gold loans to general publicas a NBFC license holder company.

Further, PFPL is providing Pre Paid

Instruments (PPI) & domestic money

transfer services to general public byvirtue of license obtained from Reserve

bank of India.

Date of Incorporation :- 15/09/2010

Last three years turnover :-

/‘/T\T/ $01 Nfg/ 31.03.2017= Rs 3.13 Crore

/ ’.:

$$§z 31.03.2016: Rs 1.10 Crore:\l

33 .. l‘ a .m»

it: SECTVRLQw/V/k‘“so,

/

‘

.

“~03:

31.03.2015= Rs 62.24 Lakhs

Presently, the investee company has

presence in India only.

ANNEXURE-B

Disclosure as ger Part A of Schedule III of SEBI (Listing Obligations &

Disclosure Reguirements) Regulations, 2015



PML Realtors Private Limited. The

company is a subsidiary company of

Paul Merchants limited. The company is

having Regd. Office at 2"'3 Floor, 800

827—828. Sector 22—A, Chandigarh. The

company has been incorporated on 18''1

December, 2017. At the moment, the

company has only one office i.e.

registered office of the company. As per

the provisional unaudited figures as on

31122017 the turnover of the company

was nil and paid up capital of the

company was Rs 10 crore

Whether the acquisition would fall


whether the promoter! promoter

groupl group companies have any



at “arms length”;


related party transactions. The promoters

and Directors of Paul Merchants Limited

(PML) i.e. Mr. Sat Paul Bansal and Mr.

Rajneesh Bansal are also Directors of

the target company. Further, Mrs. Sarita

Rani Bansal, Promoter and Director of

PML is also a shareholder in the target

company.The transaction will be at arm's length

basis, as the Shares shall be subscribed

at Face Value of Rs. 10/— each and a

certificate to the effect has been issued

by the statutory auditors of the company.


acquired belongs;

The target Company operates in real

estate segment i.e. purchase, sale,

Construction of the property anywhere in

India and all other allied activities.



disclosure of reasons for acquisition

of target entity, if its business is


the listed entity);

The target company is in the real estate

segment i.e. purchase, sale,

Construction or dealing with the

properties in any other manner anywhere

in India and all other allied activities.

The said industry holds immense

potential for serious players. As the

industry is becoming regulated with the

establishment of Real Estate RegulationAct (RERA), the entities which have a

track record in compliance with the

statutory regulations and with strongfinancial backing shall have an edge in

the competition in the days to come. The

group being known for its complianceculture and customer friendly business

model, the company is expected to be

able to do well in this segment and as

such, the investment in this Company will

prove to be fruitful for PML.

With this investment, the investee

Company will become wholly owned

Subsidiary of PML.



The Acquisition;

No such approval is required. However, if

any permission from Real Estate

Regulation Act (RERA) is required, the

same shall be obtained.

indicative time period for completionof the acquisition;

6 months

nature of consideration - whether The consideration shall be routed

cash consideration or share swap and through banking channel.

details of the same;

cost of acquisition or the price at The proposed investment in equity

which the shares are acquired; shares of the investee company will be

at face value of Rs. 10/- per share.



acquired;

100% in the paid up equity share capitalof the said investee Company.








The target company is a newly

incorporated company and is a

subsidiary of Paul Merchants Limited.

Main activities include purchase, sale,

construction of the property anywhere in

India and all other allied activities.

Date of Incorporation :- 18.12.2017

Last three years turnover :- MA as the

company is newly incorporated

Presently, the investee Company has


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with \G/Pfkfl/

ANNEXURE C

Disclosure as per Part A of Schedule III of SEBI (Listing Obligations &

Disclosure Reguirements) RegulationsI 2015



Paul E Commerce Private Limited

(PECPL). The company is having Regd.Office situated at 800 829—830, Sector

22-A, Chandigarh. Apart from its

Registered Office, the Company has 3

branch offices and Turnover of the

Company as per Audited Balance Sheet

for the Financial Year ended 31.03.2017

was nil. The paid up equity share capital

of the company is Rs 36,20,000/-

Whether the acquisition would fall


whether the promoter! promoter

group] group companies have any



at “arms lengt ”;


related party transactions. The promotersand Directors of Paul Merchants Limited

(PML) i.e. Mr. Sandeep Bansal & Mrs.

Sarita Rani Bansal are also Directors and

Shareholders of the target company.

Further, Mr. Sandeep Bansal & Mrs.

Sarita Rani Bansal, Promoters and

Directors of PML are also shareholders

in the target company. The proposed

acquisition is based upon the Fair

Valuation certificate issued by the

statutory auditors of the investee

company. The transaction will be at arms

length basis.


acquired belongs;

Uplinking and downlinking of satellite TV

channel



disclosure of reasons for acquisition

of target entity. if its business is


the listed entity);

\ ,

500%”; l f3.

4

Ectoazz-A ‘51:,*//

The target company is running a Punjabi

satellite TV Channel in the name of

"Pitaara".

After allotment. the company will hold 19

% equity stake in the target company on

post issuance basis. The said industry is

fast growing in the present era.

The television broadcasting sector is

already growing at a fast pace especially

with the advent of set top boxes and

direct to home (DTH). Further, the

government itself is promoting digital Set

Top boxes throughout the country. With

this, the coverage of the channel will

extend to mass audiences. Also, Punjabientertainment industry in which the

channel primarily focuses is already

growing at a rapid pace and with more

infusion of funds in the business, is likelyto yield handsome returns in future. For

the above reasons, PML finds that

investment in the securities of PECPL

would grow in future and would prove to

be a good investment for the Company.

With this investment, the company will

hold 19 % stake in PECPL, on post

issuance basis.



Since the target company is regulated by

Ministry of lnforrnation and Broadcasting,

The Acquisition; the proposed investment shall be

governed by applicable ministry

Regulations/ Instructions. Requisite

approval (if required) will be taken in this

regard.

indicative time period for completion 12 months

of the acquisition;nature of consideration - whether The consideration shall be routed

cash consideration or share swap and

details of the same;

through banking channel.

cost of acquisition or the price at

which the shares are acquired;

It is proposed to invest in the shares of

the investee company at a price of Rs

182.37/— per equity share of face value

of Rs. 10/— each. The fair value of the

shares for this purpose comes to Rs.

182.37/- per share as per the valuation

certificate issued by the Statutory

Auditors of the lnvestee Company.



acquired;

19 % in the total paid up equity share

capital of the said investee Company on

post issuance basis in one or more

tranches.








Paul E Commerce Private Limited

(PFPL) is a group company of Paul

Group of companies. The company is

mainly into business of running a satellite

TV channel namely “Pitaara”.

Date of Incorporation :— 17/03/2006

Last three years turnover :-

31.03.2017= Rs 0

31.03.2016= Rs 0

31.03.2015= Rs 0

However. with the launch of satellite TV

channel “Pitaara” the company holds

immense commercial potential and the

reason for NlL turnover in the past years

is that no commercial operations had

been undertaken by the investee

company in those years.

Presently. the investee company has


(hardgm - paul merchants...2018/02/14 · 2) further, the company is already having 97 % stake in...

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