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INFORMATION MEMORANDUM

SHIVALIK RASAYAN LIMITED


(In accordance with BSE Direct Listing Norms)

Registered Office: Village Kolhupani, P.O. Chandanwari, Dehradun – 248 007

Corporate Office: 1506, Chiranjiv Tower, 43, Nehru Place, New Delhi – 110 019

Contact No. : +91-11-26221811/26418182





[Originally Incorporated as a Public Limited Company in the name & style of

Shivalik Rasayan Limited with the Registrar of Companies Madhya Pradesh vide

Certificate of Incorporation dated 16th March, 1975. Subsequently the place of

registered office was changed from Madhya Pradesh to Uttar Pradesh. A fresh

certificate of registration was obtained from Registrar of Companies, Uttar Pradesh,

Kanpur on 22nd July, 1980. The Corporate Identification Number of the Company is

L24237UR1979PLC005041].

Registered Office and works : Village Kolhupani, P.O. Chandanwari,

Dehradun – 248 007

Corporate Office : 1506, Chiranjiv Tower,

43, Nehru Place,

New Delhi – 110 019

Phone No. : +91-11-26221811/26418182

Website : www.shivalikrasayan.in

E-Mail : [email protected], [email protected]

Compliance Officer Ms. Isha Agarwal

Registrar & Share Transfer Agent : M/s. Beetal Financial & Computer

Services Pvt. Ltd

BEETAL House, 3rd Floor,99, Madangir,

Behind Local Shopping Complex, New

Delhi - 110062

NO EQUITY SHARES ARE PROPOSED TO BE ISSUED OR OFFERED

PURSUANT TO THIS INFORMATION MEMORANDUM

mailto:[email protected]



INFORMATION MEMORANDUM FOR PROPOSED LISTING AT BSE

LIMITED:

ABSOLUTE RESPONSIBILITY OF SHIVALIK RASAYAN LIMITED

Shivalik Rasayan Limited having made all the reasonable inquiries, accepts

responsibility for, and confirms that this Information Memorandum contains all

information with regard to Shivalik Rasayan Limited which is material, that the

information contained in the Information Memorandum is true and correct in all

material aspects and is not misleading in any material aspect, 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 aspect.

LISTING

The Equity shares of Shivalik Rasayan Limited which are listed on Delhi Stock

Exchange are proposed to be listed on BSE Limited.



TABLE ON CONTENTS

S. No Title Page No.

I. Definitions and Abbreviations 5

II. Risk Factors

1. Certain Conventions – Use of Market Data 8 - 9

2. Forward – Looking Statements 9 - 10

3. Risk Factors 11 - 17

III. Introduction

1. Industry Overview 18 - 25

2. Business Overview 26 - 26

3. Management Discussion and Analysis 26 - 28

4. General Information 28 - 31

5. Capital Structure

6. Share Capital History of the Company

31 - 31

31 – 32

7. Summary of Financial Information 32 - 38

8. Board & Committee Structure 39 - 46

9. Shareholding Structure 46 - 67

10. Statement Showing the Details of Dividends and

Cash bonuses paid during the last 10 years.

67 – 67

11. Details of commission, brokerage, discount or

option for the issue of any kind of security granted

too any person

67 - 67

IV. About Shivalik Rasayan Limited

1. History 68 - 71

2. Management 72 – 74

3. Promoters 75 - 75

4. Key Management Personnel 75 - 75

V. Outstanding Litigations 76 - 76

VI. Material Contracts and Agreements 76 – 76

VII. Details of group/Subsidiary Companies 76 - 76

VIII Main Provisions of the Articles of Association 76 – 128

IX. Declaration 128 - 128



I. DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates, the following terms have the meaning given

below. References to Statutes, rules, regulations, guidelines and policies will be

deemed to include all amendments and modifications notified thereto.

Term Description

―The Company‖

or ―Company‖ or

―SRL‖

Shivalik Rasayan Limited, a Company incorporated under the

provisions of the Companies Act, 1956 having its registered

office at Village Kolhupani, P.O. Chandanwari, Dehradun – 248

007.

Conventional / General Terms / Abbreviations

Term Description

Act or Companies

Act

The Companies Act, 2013 (including any statutory

modification thereof) and the Companies Act, 1956

Article or AOA. Articles of Association of SRL

AGM Annual General Meeting

Auditors The Statutory Auditors of SRL being.

Board of Directors

/ Board

The Board of Directors of SRL

BSE BSE Limited

CDSL Central Depository Services (India) Limited

Depository A Depository registered with SEBI under the Securities and

Exchange Board of India (Depositories and Participants)

Regulations, 1996, as amended

Depository

Participant / DP

A Depository Participant as defined under the Depositories

Act

DIN Director Identification Number

Director(s) Director(s) of SRL, unless otherwise specified



DSE Delhi Stock Exchange Limited

EGM / EoGM Extraordinary General Meeting of the Shareholders of the

Company

EPS Earnings Per Share i.e. profit after tax per share

Equity Shares Equity Shares of the Company of face value of Rs. 10/-

each, unless otherwise specified in the context thereof

FDI Foreign Direct Investment

FEMA Foreign Exchange Management Act, 1999, together with

rules and regulations there under

Financial Year /

Fiscal Year / FY

12 months period ending on March 31 of a particular year

HUF Hindu Undivided Family

IM Information Memorandum

IT Information Technology

I.T. Act The Income Tax Act, 1961

MD Managing Director

MOA Memorandum of Association of SRL

N.A. / N/A Not Applicable

NAV Net Asset Value

NCR National Capital Region

NCT National Capital Territory

NSDL National Securities Depository Limited

p.a. Per annum

PAN Permanent Account Number allotted under the Income

Tax Act, 1961 of India

RBI Reserve Bank of India

RoC Registrar of Companies, Uttar Pradesh & Uttarakhand

Rs. / Rupees / Indian Rupees



SCRA Securities Contracts (Regulation) Act, 1956

SCRR Securities Contracts (Regulation) Rules, 1957

SEBI Securities and Exchange Board of India constituted under

the Securities and Exchange Board of India Act, 1992

SEBI Act Securities and Exchange Board of India Act, 1992

SEBI Insider

Trading

Regulations

Securities and Exchange Board of India (Prohibition of

Insider Trading) Regulations, 1992

SEBI (SAST)

Regulations / SEBI

Takeover Code

Securities and Exchange Board of India (Substantial

Acquisition of Shares and Takeover) Regulations, 2011

USD / $ U.S. Dollar

WTD Whole-time Director(s)



II. RISK FACTORS

1. USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY

OF PRESENTATION

Financial Data

Unless indicated otherwise, the financial data in this Information Memorandum is

derived from our financial statements prepared in accordance with the Generally

Accepted Accounting Principles in India (―Indian GAAP‖) and the Companies Act,

1956, as amended (―Companies Act‖) included elsewhere in this Information

Memorandum. The financial year commences on April 1 and ends on March 31, so

all references to a particular financial year are to the twelve-month period ended

March 31 of that year. In this Information Memorandum, any discrepancies in any

table between the total and the sums of the amounts listed are due to rounding off.

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.

Currency Information

All references to ―Rupees‖ or ―Rs.‖ or ―INR‖ or ―`‖ are to Indian Rupees, the official

currency of the Republic of India. All references to ―$‖, ―US$‖, ―USD‖, ―U.S.$‖, ―U.S.

Dollar(s)‖ or ―US Dollar(s)‖ are to United States Dollars, the official currency of the

United States of America.

2. 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.

Important factors that could cause actual results to differ materially from the

Company‘s expectations include, among others:

Changes in law and regulations that apply to the industries in India, wherein the

Company is operating;

Increasing competition and the conditions of the customers of the Company;

Changes in Government Policies;



The Company‘s ability to successfully implement its strategy, growth and

expansion plans;

General economic and business conditions in the markets in which the Company

operates and in the local, regional and national economies;

Changes in the value of the Rupee vis-à-vis other currencies;

Changes in political and socio-economic conditions in India;

The Company‘s ability to meet its capital expenditure requirements;

Fluctuations in operating costs;

Company‘s ability to attract and retain qualified personnel;

Changes in technology;

The performance of the financial markets in India and globally; and

Any adverse outcome in the legal proceedings in which the Company is

involved.



3. RISK FACTORS

A. INTERNAL RISK FACTORS

1. Our failure to obtain and renew regulatory approvals required for our

business may be detrimental for our business.

Pesticides industry is highly regulated industry in India. Most of our licences

and approvals for manufacturing pesticides products are valid for certain

period and requires regular renewals. These renewals are required in

ordinary course of business and are subject to our compliances with various

conditions stipulated in those approval/Licences. In case we are unable to get

our licences and approval renewed in time our production may be hampered,

which can affect our results of operations and financials.

2. Our sales are to a large extent dependent on the overall area under

cultivation and the cropping pattern adopted by the farming community in

India

Our Company derives majority of sales from major pesticides consuming

crop like Paddy, Cotton, and Wheat etc. Any significant reduction in the area

under cultivation in these crops may significantly reduce the demand for our

products. Also the demand of our products is dependent on the cropping

pattern which may vary year on year for these major crops. Any significant

changes in the cultivable area and the cropping pattern in India of these crops

may impact our sales and profitability.

3. Our inability to meet the quality norms prescribed by the Government.

Quality of Pesticides products manufactured in India is open to independent

verification by Government agencies. Government agencies carry out surprise



sample checking of our product for their contents. In case, the content in the

sample does not comply with the quality norms prescribed by the

Government, it could lead to issuance of show cause notices. Any failure on

quality control by our Company could lead to suspension of sales of those

batches and /or product in that particular state or our products being banned

for sales. In past our Company has not faced any suspension/ ban on sale of

any product. However the same cannot be guaranteed for future. Any such

events are likely to impact our business.

4. Our ability to introduce new products is dependent on getting the approval

for manufacturing and/ or selling under Insecticides Act.

As per Section 9 of the Insecticides Act, any person desiring to import or

manufacture any insecticides may apply to registration committee (Central

Insecticides Board and Registration Committee) for registration of such

insecticides and there shall be separate registration for each insecticide. Our

ability to introduce new products either developed in house or imported from

elsewhere is subject to getting these registrations. Over a long period of time

pests develop immunity to the pesticides used. Hence inability to launch new

products to overcome such immunity will affect our business.

5. Risk in relation of indiscriminate uses of pesticides manufactured by us.

All our products are packed with instructions about the optimum dosage and

usage method. However any wrong usage of our pesticide by any farmer

could damage his crop, which could raise questions on our product quality

and tarnish our brand Image.



6. Risk in relation to usage of hazardous chemical and poisonous substances

in our production.

We are exposed to risk of usage of hazardous chemicals and poisonous

substances in production. Any mishandling of hazardous chemical and

poisonous substances could lead to fatal accidents, which may affect our

business operations. In order to prevent such mishandling our Company has

established various measures including training of workers, no entry to

production area without safety devices, prominent display of safety measures

and precaution measures in production area etc. Effluent water treatment

plant has been installed and recycled water is used in gardens inside the

factory.

7. If we fail to comply with environmental laws and regulations or face

environmental Litigation, our results of operation may be adversely affected.

Environmental laws and regulations in India are becoming stringent and it is

possible that they will become significantly more stringent in the future. If, as

a result of non-compliance with any environmental regulations, any heavy

penalty is imposed on us or any of our units or the operations of such units

are shut down, we will continue to incur costs in complying with these

regulations, appealing against any decision to close our facilities, maintaining

production at our existing facilities and continuing to pay labour and other

costs which continue, even if the facility is closed. As a result, our overall

operating expenses will increase and our profits will decrease.



8. We face competition from other established companies and future entrants

into the industry.

We operate in the domestic market where we face competition from

Multinational companies and Indian domestic players. Growing competition

may force us to reduce the prices of our products, which may reduce

revenues and margins and/or decrease market share, either of which could

impact our results of operations.

9. The insurance policies obtained by us may not be adequate to protect us

against all potential losses, which we may be subject to in future.

Our Company has covered itself against majority of the risks. Our significant

insurance policies consist of coverage for risks relating to physical loss or

damage. In addition, we have obtained separate insurance coverage for

personnel related risks and motor vehicle risks. While we believe that the

insurance cover we maintain would reasonably be adequate to cover all

normal risks associated with the operation of our business, there can be no

assurance that any claim under the insurance policies maintained by us will

be honored fully, in part or on time.

10. Our future growth requires additional working capital, which may not be

available on terms acceptable to us, which may impact our profitability.

Our business is working capital intensive. We intend to pursue a strategy of

funding our major working capital requirements from banks and other

financial institutions. We may not be successful in obtaining these funds in a

timely manner, or on favorable terms or at all. We cannot assure you that our

future working capital requirements shall be funded at the current/lower



cost. Our inability to get funds on acceptable term could impact our growth

and profitability.

11. Risks of retention of manpower.

Our sustained growth depends on our ability to attract and retain skilled

manpower as research and development is a key component of our business

model. Failure to attract and retain skilled manpower could adversely affect

our growth strategy. Any significant changes in the key managerial

personnel, may affect the performance of our Company.

B. EXTERNAL RISK

1. A slowdown in economic growth in India could cause business to suffer.

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.

2. Certain factors beyond the control of our Company like floods, droughts,

monsoons, etc. can adversely affect operations of our Company.

Natural calamities like floods and droughts directly affect the cropping

pattern in India, where agriculture is dependent on monsoon. To that extent



our sales are dependent on the monsoon. Our sales and profitability may be

affected due to excessive rains or droughts, when the farmers do not

undertake cropping.

3. Any downgrading of India’s debt rating by an independent agency may

harm ability to raise debt financing.

Any adverse revisions to India‘s credit ratings for domestic and international

debt by international rating agencies may adversely affect ability to raise

additional financing and the interest rates and other commercial terms at

which such additional financing is available. This could have a material

adverse effect on capital expenditure plans, business and financial

performance.

4. Considering seasonality of our business, our sales may be low during

periods other than seasonal.

Seasonal cycles are typical in the pesticide industry. During monsoon season

demand for pesticides increases due to which profits during such period may

be higher than what they are during non-monsoon season.

5. Terrorist attacks involving India, can adversely affect our business

Terrorist attacks and other acts of violence or war, including those involving

India, or any other countries, may adversely affect Indian and worldwide

financial markets. These acts may also result in a loss of business confidence

and have other consequences that could adversely affect our business, results

of operations and financial condition.



6. Any significant change in the Government’s economic liberalization and

deregulation policies could disrupt the business and adversely affect the

financial performance of our Company

Any significant change in the Government‘s policies or any political

instability in India could adversely affect the business and economic

conditions in India and could also adversely affect the business, future

financial performance and the price of our Company‘s Equity Shares.



III. INTRODUCTION

1. INDUSTRY OVERVIEW:

Introduction

The Agrochemical Industry has a significant influence on the Indian economy, given

the need for ensuring food security for 1.21 billion population. In the backdrop of

water shortage, stagnant acreages of cultivable land and other factors, improvement

in yield and output of the farm produce is of paramount importance. In this context,

Agrochemicals plays a vital role in ensuring higher productivity of the farm produce

by controlling pests, weeds etc. The Agrochemical sector has been growing in India

by 8 to 10% annually and around 5 to 6 % globally. The growth is also driven by

increasing awareness about the affirmative impact of Agrochemicals on the agro-

produce, need for crop protections, deficiency of farm labor and other related /

ancillary factors.

Growing Demand for Food

India‘s pesticide market, long stifled by various government controls and poor

demand, is projected to more than double to $5 billion by 2017 on higher incomes

and better awareness among farmers. Demand for food in India has far exceeded

supply as a result of rising incomes and increasing population, while the supply is

restricted due to low yield growth. Population is expected to increase from 1.2 bn to

1.4 bn by 2025(E), the demand supply gap is expected to accentuate in future,

primarily due to continued increase in demand, and also there is a visible shift in the

commercial basket to include high-value agricultural commodities, where high

yields are an imperative rather than an option.



Crop wise usage of Agrochemicals

In India, paddy accounts for the maximum share of pesticide consumption, around

28%, followed by cotton (20%).

Source: Tata Strategic Management Group – India Chem 2012 - "Emerging India: Sustainable Growth

of the Chemical Sector”

0

50

100

150

200

250

300

350

400

1433

6481

192

43

9376

30

102 95

156

355

110

180 182

In M

illio

n T

on

ne

s

Growing Demand for Food

2000

2030

Source: Indian Council of Agricultural Research – Vision 2030



Key factors driving the Agrochemicals market in India

With 16% of the world population concentrated in India and only a landmass

of less than 2% necessitates achieving self-sufficiency in production of food

grains to meet the ever increasing demand for food grains, an important

driving factor for the agrochemicals market.

Non-use of pesticides results in a loss of USD 20 billion worth of crops every

year as per a Government survey. So both the Government and the companies

are keen to stop this irrational loss and are educating farmers on the proper

methodology and appropriate chemicals to be used in countering pest

problems. Increasing awareness amongst the farmers is likely to boost a

demand for agrochemicals.

Consumption of Pesticides

Rice/Paddy (28%)

Cotton (20%)

Pulses and Oilseeds (13%)

Wheat (9%)

Vegetables (9%)

Fruits (7%)

Chillies (4%)

Other (10%)

Source: Ministry of Agriculture, Government of India; Directorate of Economics &

Statistics



With the export graph shooting up and limited farmland availability, India

has 190 million hectares of gross cultivated area and the scope of bringing

new areas under cultivation are severely limited. Available arable land per

capita is reducing globally and is expected to reduce further. The pressure is

therefore to increase the yield per hectare which can be achieved through

increased use of agrochemicals. 50% of the total industry size in 2009 was

attributed to Indian agrochemical exports.

Widespread and huge number of consumers necessitates a proper network to

ensure the availability of the desired product. Companies have adopted the

new policy of eliminating the distributors from the network and dealing

directly with the retailers thereby creating a cost effective distribution system.

Though retailers have to be educated in this process on product usage, the

companies are able to offer a competitive price to the farmers.

Key Challenges

1. High R&D costs: R&D to develop a new agrochemical molecule takes an

average of 9 years and ~ USD 180 Mn Indian companies typically have not

focused on developing newer molecules and will face challenges in building

these capabilities, while continuing to remain cost competitive. Source: Tata



Strategic Management Group – India Chem 2012 - "Emerging India:

Sustainable Growth of the Chemical Sector”

2. Threat from Genetically Modified (GM) seeds: Genetically modified seeds

possess self-immunity towards natural adversaries which have the potential

to negatively impact the business of agrochemicals. Source: Tata Strategic

Management Group – India Chem 2012 - "Emerging India: Sustainable

Growth of the Chemical Sector”

3. Need for efficient distribution systems: Since, the number of end users is

large and widespread, effective distribution via retailers is essential to ensure

product availability. Lately, companies have been directly dealing with

retailers by cutting the distributor from the value chain thereby reducing

distribution costs, educating retailers on product usage and offering

competitive prices to farmers. Source: Tata Strategic Management Group –

India Chem 2012 - "Emerging India: Sustainable Growth of the Chemical

Sector”

4. Support for Integrated Pest Management (IPM) & rising demand for

organic farming: Promotion of IPM, zero budget farming and usage of bio-

pesticides by Indian Government and NGOs is gaining momentum. With

increasing demand for organic food, farmers in certain states like Karnataka

have reduced chemical usage and have adopted organic farming.

Agrochemical companies will have to tackle the rising environmental

awareness and address concerns on negative impact of pesticide usage.

Source: Tata Strategic Management Group – India Chem 2012 - "Emerging

India: Sustainable Growth of the Chemical Sector”

5. Counterfeit Products: The spurious pesticides market size in India is

estimated to be USD 233 Mn in 2009. This negatively impacts the revenues of



the organized sector. Source: Tata Strategic Management Group – India Chem

2012 - "Emerging India: Sustainable Growth of the Chemical Sector”

6. Regulatory Hindrances: The functioning of regulators is a concern for the

industry and their investments. Most of the players believe that the current

approval process is slow, especially for newer molecules. The government

announced (in recent financial budget) that it plans to provide 150%

depreciation for farm extension will be allowed, however no progress is

observed for the same. The industry needs good plans and their expedited

implementation to grow strongly. Source: Tata Strategic Management Group

– India Chem 2012 - "Emerging India: Sustainable Growth of the Chemical

Sector”

Key Opportunities

1. Scope for increase in usage: With ~35-40% of the total farmland under crop

protection, there is a significant unserved market to tap into. By educating

farmers and conducting special training programmes regarding the need to

use agrochemicals, Indian companies can hope to increase pesticide

consumption. Source: Tata Strategic Management Group – India Chem 2012 -

"Emerging India: Sustainable Growth of the Chemical Sector”

2. Huge export potential: The excess production capacity is a perfect

opportunity to increase exports by utilizing India‘s low cost producer status.

Source: Tata Strategic Management Group – India Chem 2012 - "Emerging

India: Sustainable Growth of the Chemical Sector”

3. Development of newer molecules: There is an increasing focus of end

consumers on environment friendly pesticides and the need for further yield

enhancement. This translates into development of newer molecules whose



volume of consumption may be limited but higher value is likely to increase

the market size. Source: Tata Strategic Management Group – India Chem 2012

- "Emerging India: Sustainable Growth of the Chemical Sector”.

Outlook

The domestic market has immense growth potential because of the low level of

consumption. With increasing focus on scaling up of productivity and preventing

crop losses to feed a billion-plus population with limited land resources, the reliance

on pesticide is only going to rise. According to an industry study, every one rupee

spent on pesticide for the groundnut crop saves crop losses worth Rs.26/-.

The low utilization of agrochemicals in our country is mainly due to irregular

demands during seasonal crops and dependence of farmers on the monsoon season.

As much as 60 to 70% of demand is in the Kharif (June to November) and

Companies have to stock inventories well before. The business is long on credit and

agrochemicals are the last thing farmers buy, well after seeds and fertilizers and off

take depend on a lot of things, including the weather going right.

Also 20-30% agriculture produce is lost every year due to pest, diseases, weeds,

rodents etc which in monetary terms is equitant to $20 bn every year, highest in the

world. On the contrary, pesticide usage in India is among the lowest. India‘s per

capita pesticide consumption of 580gm/ha is far below its major Asian peers —14

kg/ha in China and 10.8 kg/ha in Japan. Whereas India‘s chemical fertilizers

consumption (~144 kg/ha) is higher than global average (~122 kg/ha).



However, the most comprehensive study on the agrochemical industry of India has

been provided by the apex industry body ASSOCHAM, ‗Indian Market For

Agrochemicals‘ which predicts, ―Growing at a CAGR of about 15%, the

agrochemicals sector in India is likely to cross Rs 25,000 crore mark by 2015. The

Indian agrochemicals market is currently (2012-13) poised at Rs 16,000 crore.‖



2. BUSINESS OVERVIEW:

Shivalik Rasayan is a manufacturer of organo phosphorous based insecticides and

chemicals. The revenues of the company are increasing at a rate of 10 percent

annually and it enjoys wonderful credibility among its banker. At present company

is debt free company managing its affair from internal accrual.

SRL today produces international quality Malathion Technical and Dimethoate

Technical. The products of SRL are well established in Indian as well as foreign

markets.

The Company has a long established reputation as a reliable and accepted supplier

of quality products around the globe that endorses our commitment towards

quality.

3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Product:

SHIVALIK RASAYAN LIMITED is the largest producer of Dimethoate Technical

and second largest producer of Malathion Technical in India. Both the products are

old generic products and generally have limited demand.

Dimethoate Technical:

Sales of Dimethoate Technical have been increased from 1,144.480 MT in 2011-12 to

1,170.600 MT in 2012-13 and the turnover during the above stated period has gone

up from Rs. 27.62 Crores to Rs. 28.64 Crores. Malathion Technical:

During financial year 2012-13, the Company has not manufactured Malathion

Technical.



Opportunities & Challenges:

The import from China remains major threat for Dimethoate Technical. The usage of

Dimethoate Technical is more or less same as compare to last year. The management

is considering diversifying the activities of the company in term to include more

agro chemicals into its fold. Some new registrations are also been applied to the

Central Insecticides Board.

Quality Control and Research & Development:

Quality is the mainstay of SRL‘s products. It has well equipped quality control,

wherein the quality of the products is monitored at every stage of the chemical

reaction.

The Company conforms to the international safety norms. Safety is one of the prime

concerns of the management. To ensure its implementation, the Company conducts

Safety Audit every year from reputed institution independently.

The Company focuses significantly on the quality of the raw materials and finished

products at its plant to ensure the desired quality of outputs. The company has a

quality control department, which consist of a Quality Control Laboratory, Research

and Development Laboratory, Instrumentation Laboratory and Classical Laboratory.

Discussions on Financial Performance:

The Sales of your company have increased by 9.64% and net profit increased by

26.97% during the year when compared to last year‘s performance.

(Amount in Rs. Lacs)

Highlights 2013-14 2012-13

Sales 3,546.45 3,234.63

Other Income 13.01 29.86

Profit for the year before Tax 178.98 135.43

Provision for taxation 58.93 40.62



Deferred Tax Liabilities(Assets) (2.06) (1.88)

Net Profit For Appropriation 117.98 92.92

4. GENERAL INFORMATION

The Company was incorporated with name ―Shivalik Rasayan Limited‖ and the

Certificate of Incorporation was granted by the Registrar of Companies, Madhya

Pradesh and Gwalior on 16th March, 1979 vide registration No. 1498 of 1979.

Subsequently, the place of registered office was changed from Madhya Pradesh to

Uttar Pradesh. A fresh certificate of registration was obtained from Registrar of

Companies, Uttar Pradesh, Kanpur on 22nd July, 1980 vide registration No.

6992/5041. The Corporate Identification Number of the Company is

L24237UR1979PLC005041.

a) Eligibility Criterion

The Company is submitting its Information Memorandum, containing information

about itself, making disclosures in line with the disclosure requirement for public

issues, as applicable, to BSE for making the said Information Memorandum available

to public through their website viz. www.bseindia.com

b) Prohibition by SEBI

The Company, its directors, its promoters, other companies promoted by the

promoters and companies with which the company‘s directors are associated as

directors have not been prohibited from accessing the capital markets under any

order or direction passed by SEBI.

c) Caution

The Company accepts no responsibility for statements made otherwise than in the

Information Memorandum or any other material issued by or at the instance of the

http://www.bseindia.com/



Company and anyone placing reliance on any other source of information would be

doing so at his or her own risk. All information shall be made available by the

company to the public and investors at large and no selective or additional

information would be available for a section of the investors in any manner.

d) Disclaimer Clause of BSE

As required, a copy of this Information Memorandum is being submitted to BSE.

The BSE does not in any manner:

Warrant, certify or endorse the correctness or completeness of any of the contents

of this Information Memorandum; or

Warrant that this Company‘s securities will be traded or will continue to be

traded on the BSE; or

Take any responsibility for the financial or other soundness of this Company, its

promoters, its management or any scheme or project of this Company;

And it should not for any reason be deemed or construed to mean that this

Information Memorandum has been cleared or approved by the BSE. Every person

who desires to acquire any securities of this company may do so pursuant to

independent inquiry, investigation and analysis and shall not have any claim against

the BSE whatsoever by reason of any loss which may be suffered by such person

consequent to or in connection with such subscription / acquisition whether by

reason of anything stated or omitted to be stated herein or for any other reason

whatsoever.

e) Listing

Application has been made to BSE for permission to deal in and for an official

quotation of the Equity Shares of the Company.



f) DEMAT Credit

The Company has executed Agreements with NSDL and CDSL for its securities in

DEMAT form as per the following details:

(i) Dematerialization of Shares

Tripartite agreements have been signed between the Company, the Registrar and

CDSL and NSDL. The ISIN No. allotted to the Company is INE788J01013.

(ii) Registrar & Share Transfer Agent

M/s. Beetal Financial & Computer Services Pvt. Ltd

BEETAL House, 3rd Floor, 99, Madangir,

Behind Local Shopping Complex,

New Delhi – 110062

g) Auditors

M/s Rai Qimat & Associates, Chartered Accountants, Delhi

h) Bankers to the Company

1. IDBI Bank Ltd.

2. Axis Bank Ltd.

3. Punjab National Bank

4. HSBC Ltd.

5. ICICI Bank Ltd.



i) Compliance Officer

Ms. Isha Agarwal, Company Secretary cum Compliance Officer

(Investors can contact the Compliance Officer in case of any share transfer related

problem).

5. CAPITAL STRUCTURE

Particulars Amount (in Rs)

(A) Authorized Share Capital

35,00,000 Equity Shares of ` 10/- Each 35,000,000.00

(B) Issued, Subscribed and Paid-up Equity Capital

34,20,000 Equity Shares of ` 10/- Each 34,200,000.00

6. SHARE CAPITAL HISTORY OF THE COMPANY

Date of

Issue

Type of

Issue

Issue

Price

(In

Rs.)

No. of

Shares

Issued/

(Forfeited)

Cumulative

Capital

(No. of

Shares)

Type of

Shares

Whether

Listed, if

not Listed,

give

reasons

thereof

5/9/1980 Equity

shares

10 7,10,000 7,10,000 Equity Listed

with DSE

21/3/2009 Preferential 40 10,00,000 17,10,000 Equity Listed



Equity

shares

with DSE

14/4/2009 Bonus

equity

shares*

NA 17,10,000 34,20,000 Equity Listed

with DSE

*Bonus issue was made in the promotion of 1:1

7. SUMMARY OF FINANCIAL INFORMATION

*Statement of Assets & Liabilities for the financial year ended 2013-14, 2012-13 &

2011-12.

(In Rs.)

PARTICULARS As On

31.03.2014

As On

31.03.2013

As On

31.03.2012

As On

31.03.2011

As On

31.03.2010

SOURCES OF FUNDS

I. Shareholder’s Funds

Share Capital 34,200,000 34,200,000 34,200,000 34,200,000 34,200,000

Reserves &

Surplus

60,137,734 48,339,806 39,047,362 30,312,231 24,227,361

Non- Current

Liabilities

Long-term

borrowings

- 201,620 402,608 -

Deferred tax

liabilities (Net)

2,118,325 1,912,045 1,723,572 1,185,416 427,870

Other Long term - - 8,612,123 -



liabilities

Long-term

provisions

1,251,138 1,004,291 1,072,360 2,099,520

Current

Liabilities

Short-term

borrowings

- 201,620 18,178,687 179,413

Trade payables 70,473,240 60,151,024 33,958,247 27,306,724

Other current

liabilities

2,965,908 9,905,740 9,350,617 1,381,146 29,448,498

Short-term

provisions

9,453,992 5,956,539 5,167,961 3,678,839 5,816,611

TOTAL 180,600,337 161,671,064 151,512,549 100,745,987 94,120,340

II. ASSETS

Non-current

assets

Fixed Assets 63,681,052 66,028,167 64,955,102 20,870,032 15,418,445

Long-term loans

and advances

6,223,504 5,723,504 4,181,528 2,568,574

Other non-current

assets

8,789,609 8,465,179 90,000 0

Current assets



Inventories 5,320,364 17,317,551 19,667,487 8,926,232 19,269,068

Trade receivables 90,679,741 59,779,104 55,336,741 54,013,700 26,719,033

Cash and cash

equivalents

2,236,008 2,308,729 5,417,178 11,626,788 18,645,910

Short-term loans

and advances

3,507,589 1,752,165 1,639,938 2,528,706 13,947,884

Other current

assets

162,470 296,665 224,574 211,955 120,000

TOTAL 180,600,337 161,671,064 151,512,549 100,745,987 94,120,340

*For the financial year ended 2013-14, 2012-13 and 2011-12, figures have been

computed in accordance with Revised Schedule VI.

*Statement of Profit & Loss Account for the financial year ended 2013-14, 2012-13

& 2011-12.

(In Rs.)

PARTICULARS As At

31.03.2014

As At

31.03.2013

As At

31.03.2012

INCOME

Revenue from operations 354,644,897 288,434,061 259,446,226

Other Income 1,301,046 2 ,986,294 2,315,818

Total 355,945,943 291,420,355 261,762,044

EXPENDITURE

Cost of materials consumed 246,905,135 189,937,238 179,887,827



Changes in inventories of finished

goods

3,184,657 5 ,586,810 (7,597,293)

Employee benefits expense 22,861,153 2 0,790,036 18,170,080

Finance costs 2,654,211 3 ,113,928 3,163,948

Depreciation and amortization

expense

1,444,198 1 ,462,914 1,350,773

Other expenses 60,999,086 5 6,986,091 54,135,488

Total 338,048,440 277,877,017 249,110,823

Profit Before Tax 17,897,503 1 3,543,338 12,651,221

Provision for Current tax 5,893,295 4 ,062,424 3,378,023

Profit after Tax 12,004,208 9 ,480,914 9,273,198

Deferred Tax Assets/Liability (206,280) (188,473) (538,156)

Profit for the year 11,797,928 9,292,441 8,735,042

Earning per equity share:

(1)Basic 3.51 2.77 2.71

(2)Diluted 3.51 2.77 2.71

*For the financial year ended 2013-14, 2012-13 and 2011-12, figures have been

computed in accordance with Revised Schedule VI.



Statement of Profit & Loss Account for the financial year ended 2011-12, 2010-11 &

2009-10.

(In Rs.)

PARTICULARS As At 31.03.2011 As At 31.03.2010 As At 31.03.2009

INCOME

Revenue from operations 250,372,475 199,098,968 180,680,010

Increase/ (Decrease) in

stock

(62,29,472) (395,754) (686,543)

Other Income 1,517,759 1,336,293 493,471

Total 24,56,60,762 200,039,507 180,486,938

EXPENSES

Raw Materials,

Consumables, Stores and

spare consumed

17,86,74,117 147,825,682 146,063,080

Manufacturing & other

Expenses

5,68,84,871 45,076,344 30,362,587

Financial Charges 133,849 145,127 913,421

Total 23,56,92,837 193,047,153 177,339,088

Profit Before depreciation 99,67,934 6,992,354 3,147,850

Depreciation 1,149,561 973,076 903,675

Profit before Tax 88,18,363 6,019,278 2,224,175

Provision for tax (19,75,857) (1,940,667) (584,979)

Profit for the year 68,42,506 4,078,611 1,659,196

Deferred tax

assets/(liability)

(7,57,546) 49,993 (127,818)

Balance Transferred to

General Reserves

60,84,960 4,128,604 1,531,378

Earning Per Shares Basic /

Diluted

2.00 1.19 0.97



CASH FLOW STATEMENT FOR THE YEAR ENDED 2009-10 to 2013-14

S.

No.

Particulars 2013-14 2012-13 2011-12 2010-11 2009-10

A. CASH FLOW FROM

OPERATING

ACTIVITIES

Net Profit before tax

as per P&L

17897503 13543338 12651221 8818363 6019278

Adjustments for:

Financial Charges 2654211 3113928 1617672 14354 38299

Depreciation 1444198 1462914 9273198 1149561 973076

Interest Received (1057089) (2752273) (2095090) (985253) (854543)

Operating Profit

before Working

Capital changes

20938823 15367907 21447001 7021168 4235443

Adjustments for:

Trade and other

receivables (net)

(31465046) (12662586) 73074590 (18551018) 648962

Inventories 11997187 2349936 (10741255) 10342836 (5224159)

Trade Payables and

other liabilities

(6879837) (27536478) (16110116) (798879) 1072435

Cash generated from

Operations

(5408874) (22481221) 67670220 (1985893) 732681

Financial charges (2654211) (3113928) (1617672) (14354) (38299)

Tax Paid (4900000) (4400000) (3000000) (1500000) 0

Net Cash Flow from

Operating Activities

(12963085) (29995149) 63052548 (3500247) 694382



B. CASH FLOW FROM

INVESTING

ACTIVITIES

Addition to Fixed

Assets

(251915) (2535979) (45435843) (6601149) (890286)

Sale of Fixed Assets 0 0 0 0 0

Interest Received 1057089 2752273 2095090 985253 854543

Net Cash Flow from

Investing Activities

805174 216294 (43340753) (5615896) (35743)

C. CASH FLOW FROM

FINANCING

ACTIVITIES

Net proceeds of long

term borrowings

(453127) 8693339 (7922131) 0 0

Net proceeds of short

term borrowings

201620 17977067 (17999274) 0 0

Net Cash Flow from

Financing Activities

(251507) 26670406 (25921405) 0 0

NET INCREASE IN

CASH AND CASH

EQUIVALENTS

(12409418) (3108449) (6209610) (9116143) 658639

CASH AND CASH

EQUIVALENTS AT

THE START OF THE

YEAR

5417178 5417178 11626788 18645910 18046582

CASH AND CASH

EQUIVALENTS AT

THE CLOSE OF THE

YEAR

2236008 2308729 5417178 11626788 18645910

(3181170) (3108449) (6209610) (7019122) 599328



8. BOARD AND COMMITTEE STRUCTURE

a) Composition of the Board

As on date, the Board of Directors comprised of Ten Directors out of which seven are

Non-Executive Directors, One Chairman, One Managing Director and one Executive

Director. Out of the Ten Directors Company has Six Independent Directors.

b) Directorship in other Companies:

Name of the

Director

Position Directorship in other Companies

Mr. Rahul Bishnoi Chairman (Executive) Growel Capital Services

Private Limited

Niam International Private

Limited

Bishnoi Exports Private

Limited

Edu Search India Private

Limited

Uth Time Integrated Media

Labs Private Limited

Mr. S.K. Singh Managing Director None

Mr. Ashwani

Sharma

Executive Director Growel Capital Services

Private Limited

Mr. Harish Pande Independent Director None

Mr. Anirudh

Bishnoi

Whole Time Director

(Non-Executive

Director)

None

Mr. Kailash Gupta Independent Director Amogh Finman Limited

Samrat Exim Private Limited

Victorious Real Estate Private

Limited

RTC Fab Private Limited

Ananta Corporate Advisors

Private Limited



Note:

None of the Directors of Company is a member of more than 10 Committees nor was

the Chairman of more than five Committees across all companies in which they are

Directors.

Disclosures

i. The Company has not entered into any materially significant transaction with

the related parties viz. Promoters, Directors or the management or relatives

and their subsidiaries, etc. that may have a potential conflict with the interest

of the Company at large.

ii. The company has no litigations with SEBI & DSE for non-compliance of any

of regulations wide SEBI (SAST) Regulations, SEBI (Prohibition of Insider

Trading) Regulations, 1992 and Clause 40A of the Listing Agreement. The

Company is complying the provision of Clause 40A of the Listing Agreement.

No penalties were imposed or strictures passed on the company by stock

exchanges, SEBI or by any statutory authority related to Capital market.

Committees of the Board

a) Audit Committee

(i) Terms of Reference

Apart from all the matters provided in Clause 49 of the Listing Agreement

and Section 292A of the Companies Act, 1956, the Audit Committee reviews

Carnation Developers Private

Limited

Mr. Puneet

Chandra

Independent Director None

Mr. Rajiv Mehta Independent Director Niam International Private

Limited

Edu Search India Private

Limited

Mr. Arun Kumar Independent Director Super Systems India Private

Limited

Ms. Usha Pande Independent Director None



report of the internal auditors, meets statutory auditors as and when required

and discusses their findings, suggestions, internal control system, scope of

audit, observations of auditors and other related matters. It also reviews

major accounting policies followed by the company.

(ii) Composition

As on date, the Committee consisted of three non-executive and independent

Directors, namely

Name of the Director Category

Mr. Harish Pande Chairman

Mr. Anirudh Bishnoi Member

Mr. Rajiv Mehta Member

BRIEF TERMS OF REFERENCE

The role of the audit committee shall include the following:

1. Oversight of the company‘s financial reporting process and the disclosure of its

financial information to ensure that the financial statement is correct, sufficient and

credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the

replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the

statutory auditors.

4. Reviewing, with the management, the annual financial statements before submission

to the board for approval, with particular reference to:

a) Matters required to be included in the Director‘s Responsibility Statement to be

included in the Board‘s report in terms of clause (2AA) of section 217 of the

Companies Act, 1956.

b) Changes, if any, in accounting policies and practices and reasons for the same



c) Major accounting entries involving estimates based on the exercise of judgment

by management

d) Significant adjustments made in the financial statements arising out of audit

findings

e) Compliance with listing and other legal requirements relating to financial

statements

f) Disclosure of any related party transactions

g) Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before

submission to the board for approval.

5A.Reviewing, with the management, the statement of uses / application of funds

raised through an issue (public issue, rights issue, preferential issue, etc.), the

statement of funds utilized for purposes other than those stated in the offer

document/prospectus/notice and the report submitted by the monitoring agency

monitoring the utilization of proceeds of a public or rights issue, and making

appropriate recommendations to the Board to take up steps in this matter.

6. Reviewing, with the management, performance of statutory and internal auditors,

and adequacy of the internal control systems.

7. Reviewing the adequacy of internal audit function, if any, including the structure of

the internal audit department, staffing and seniority of the official heading the

department, reporting structure coverage and frequency of internal audit.

8. Discussion with internal auditors any significant findings and follow up there on.

9. Reviewing the findings of any internal investigations by the internal auditors into

matters where there is suspected fraud or irregularity or a failure of internal control

systems of a material nature and reporting the matter to the board.

10. Discussion with statutory auditors before the audit commences, about the nature

and scope of audit as well as post-audit discussion to ascertain any area of concern.



11. To look into the reasons for substantial defaults in the payment to the depositors,

debenture holders, shareholders (in case of non-payment of declared dividends) and

creditors.

12. To review the functioning of the Whistle Blower mechanism, in case the same is

existing.

13. Carrying out any other function as is mentioned in the terms of reference of the

Audit Committee.

b) Investors’ Grievances Committee:

i. Terms of Reference

The Committee has been constituted to look into the redressal of shareholders

and investor complaints, non-receipt of Balance Sheet and any other matter

relating to shareholders/investors grievance.

ii. Composition

As on date, the committee comprises of three non-executive Directors, namely:





c) Share Transfer Committee

i. Terms of Reference

The Committee of the Board of Directors has been constituted to review and

approve the request for transfer/transmission of shares and issue of duplicate



shares certificates. The Share Transfer Committee also reviews the status of

Shareholding pattern of the Company and significant changes, if any.

ii. Composition

As on date, the Committee consists of three non-executive Directors, namely:





Other Information:

a) Means of Communication

The quarterly, half-yearly and annual Audited Financial Results of the

Company are sent to the Stock Exchanges immediately after they are

approved by the Board. The results are published in accordance with the

guidelines of Stock Exchanges.

b) Investor Grievances

As mentioned earlier, the Company has constituted an Investors Grievance

Committee for redressing shareholders and investors‘ complaints. Mr. Harish

Pande, Director of the company is the Chairman cum Compliance Officer of

the Committee.

c) Share Transfers

All share transfers are handled by Company‘s Registrar and Share Transfer

Agent M/s Beetal Financial & Computer Services (P) Limited, Beetal House,

3rd Floor, Madangir, Behind Local Shopping Centre, New Delhi – 110 062.



d) Listing at stock exchange and Stock date

Company‘s shares are listed with Delhi Stock Exchange and listing fee for the

financial year ended 31.03.2014 has been paid. Due to Nil trading on the Delhi

Stock Exchange, the high and low prices of the shares cannot be given.

e) ISIN

The Company‘s Demat International Security Identification Number (ISIN)

for its Equity Shares in NSDL & CDSL is INE788J01013.

f) Share Transfer System

In compliance with SEBI Guidelines, the Registration of Share transfers in

physical form as well as in electronic form have been assigned to M/s Beetal

Financial & Computer Services Pvt. Ltd. In order to ensure timely registration

of transfer and return of certificates, the Company monitors the Registrars

work closely on regular basis.

g) Plant Location & Registered Office

Village Kolhupani, P. O. Chandanwari, Via Prem Nagar, Dehradun

h) Address for Correspondence

Shivalik Rasayan Limited, 1506,

Chiranjiv Tower, 43, Nehru Place,

New Delhi – 110 019

Telephone: 011-26221811, 26418182, Fax: 011-26213081

Website: www.shivalikrasayan.in

E-mail – [email protected], [email protected]




Investor’s Correspondence may be addressed to

The shareholders desiring to communicate with the Company on any matter relating

to their shares of the Company may either visit in person or write quoting their Folio

Number at the following address:

M/s Beetal Financial & Computer Services Pvt. Limited

Beetal House, 3rd Floor, 99, Madangir

Behind Local Shopping Complex,

New Delhi – 110062

Phones: 011 – 29961281, 29961282

Email id: [email protected]

9. SHAREHOLDING STRUCTURE

(a) Distribution of Shareholding & shareholding patterns

Distribution of Shareholding as on 31st March, 2015

No. of Shares

Range

No. of

Sharehold

ers

% of

Shareholders

Value of

Shares Held

% of

Shareholding

Upto 5,000 764 86.23 12,03,890.00 3.52

5001 to 10,000 33 3.72 2,86,060.00 0.84

10,001 to 20,000 30 3.39 4,48,920.00 1.31

20,001 to 30,000 6 0.68 1,53,600.00 0.45

30,001 to 40,000 7 0.79 2,34,800.00 0.69

40,001 to 50,000 4 0.45 1,85,000.00 0.54

50,001 to 1,00,000 6 0.68 5,03,500.00 1.47




1,00,001 &Above 36 4.06 3,11,84,230.00 91.18

Total 886 100.00 3,42,00,000.00 100.00

SHAREHOLDING PATTERN AS ON 31ST March, 2015

INTRODUCTORY SUB-TABLE (I)(A) SCRIP CODE: SCRIP NAME: Shivalik Rasayan Limited SCRIP TYPE :- Equity

Partly paid-up shares:- No. of partly paid-up shares

As a % of total no. of partly paid-up shares

As a % of total no. of shares of the company

Held by promoter/promoter group -

- -

Held by public

-

-

-

Total - D -

- -

Outstanding convertible preference shares:-(#)

No. of outstanding preference shares

As a % of total no. of outstanding convertible preference shares

As a % of total no. of shares of the company, assuming full conversion of the convertible preference shares

Held by promoter/promoter group -

- -

Held by public - - -

Total - E - - - Warrants:- No. of warrants As a % of total

no. of warrants As a % of total no. of shares of the company, assuming full conversion of warrants

Held by promoter/promoter group

-

-

-

Held by public -

-

-

Total - F -

-

-



Total paid-up capital of the company, assuming full conversion of warrants and convertible securities (Grand Total (A+B+C)+ D+E+F )

3,420,000

1 (A) Statement Showing Shareholding Pattern

Name of the Company : SHIVALIK RASAYAN LIMITED

As on: 31st March, 2015

Cate

gory

Code

Category of

Shareholder

Nu

mbe

r of

Shar

ehol

ders

Total

number

of shares

Number

of shares

held in

demateria

lized form

Total

shareholding as

a percentage of

total number of

shares

Shares

Pledged or

otherwise

encumbered

As a

percenta

ge

of(A+B)1

As a

perce

ntage

of

(A+B

+C)

Num

ber of

shares

As a

perc

enta

ge

(A) Shareholding of

Promoter and

Promoter Group2

1 Indian

(a) Individuals/

Hindu Undivided

Family

- - - - - - -

(b) Central

Government/

State

Government(s)

- - - - - - -

(c) Bodies Corporate 1 2,435,120 2,435,120 71.20 71.20 0 0.00

(d) Financial - - - - - - -



Institutions/

Banks

(e) Any

Others(Specify)

- - - - - - -

Sub Total(A)(1) 1 2,435,120 2,435,120 71.20 71.20 0 0.00

2 Foreign

A Individuals (Non-

Residents

Individuals/

Foreign

Individuals)

- - - - - - -

B Bodies Corporate - - - - - - -

C Institutions - - - - - - -

D Any

Others(Specify)

- - - - - - -

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)

1 2,435,120 2,435,120 71.20 71.20 0 0.00

(B) Public

shareholding

1 Institutions

(a) Mutual Funds/

UTI

- - - - - - -

(b) Financial

Institutions /

2 129,780 129,780 3.79 3.79 0 0.00



Banks

(c) Central

Government/

State

Government(s)

- - - - - - -

(d) Venture Capital

Funds

- - - - - - -

(e) Insurance

Companies

- - - - - - -

(f) Foreign

Institutional

Investors

- - - - - - -

(g) Foreign Venture

Capital Investors

- - - - - - -

(h) Any Other

(specify)

- - - - - - -

Sub-Total (B)(1) 2 129,780 129,780 3.79 3.79 0 0.00

2 Non-institutions

(a) Bodies Corporate 18 188,740 150 5.52 5.52 0 0.00

(b) Individuals

I Individuals -i.

Individual

shareholders

holding nominal

share capital up to

Rs 1 lakh

842 298,237 33081 8.72 8.72 0 0.00

II ii. Individual

shareholders

holding nominal

22 368,023 12,523 10.76 10.76 0 0.00



(I)(b) Statement showing Shareholding of persons belonging to the category “Promoter and Promoter Group”

Sr. No.

Name of the shareholder

Details of shares held

Shares pledged or otherwise encumbered

Details of Warrants

Details of Convertible Securities held

Total shares (including underlying shares assuming full conversion of warrants and convertible

Number of shares

As a % of grand total (A)+(B)+(C)

Number of shares he

As a percentage

As a % of grand total (A)+(B)+(C) of sub claus

Number of Warrants

As a % of total numbers of warrant of same

Number of convertible securities held

As a % of total numbers of convertible of

share capital in

excess of Rs. 1

Lakh.

(c) Any Other (HUF) 1 100 100 0.00 0.00 0 0.00

Sub-Total (B)(2) 883 855,100 45854 25.00 25.00 0 0.00

(B) Total Public

Shareholding

(B)= (B)(1)+(B)(2)

885 984,880 175,634 28.80 28.80 0 0.00

TOTAL (A)+(B) 886 3,420,000 2,610,754 100.00 100.00 0 0.00

(C) Shares held by

Custodians and

against which

Depository

Receipts have

been issued

- - - - - - -

GRAND TOTAL

(A)+(B)+(C)

886 3,420,000 2,610,754 100.00 100.00 0 0.00



ld e (I)(a)

class same class

securities) as a % of diluted share capital

(A)

1.

Growel Capital Services P Ltd.

2,435,120 71.20 0 0.00 0.00 0 0.00 0 0.00 71.20

TOTAL 2,435,120 71.20 0 0.00 0.00 0 0.00 0 0.00 71.20

(I)(c)(i)

Statement showing Shareholding 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

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 held

Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital

Number of warrants

As a % of total no. of warrants of same class

Number of convertible securities held

As a % of total no. of securities of same class

1 Central Bank of India

112,570 3.29

0 0.00 0 0.00 3.29

TOTAL 112,570 3.29 0 0.00 0 0.00 3.29



(I)(c)(i

i)

Statement showing Shareholding of persons belonging to the category “Public” and

holding more than 5% of the total number of shares

Sr.

No.

Name of

the

shareholder

Numbe

r of

shares

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

held

Total

shares

(including

underlying

shares

assuming

full

conversion

of warrants

and

convertible

securities)

as a % of

diluted

share

capital

Numb

er of

warran

ts

As a

% of

total

no. of

warra

nts of

same

class

Numb

er of

conver

tible

securit

ies

held

As a

% of

total

no.

of

secur

ities

of

same

class

1 Not

Applicable

0 0.00

0 0.00 0 0.00 0.00

TOTAL 0 0.00 0 0.00 0 0.00 0.00

(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. N.A. N.A. N.A.



(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 N.A. N.A. N.A. N.A.

(II)(b) Statement showing Holding of Depository Receipts (DRs), where underlying shares

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}

N.A. N.A. N.A. N.A.



SHAREHOLDING PATTERN AS ON 31ST DECEMBER, 2014

INTRODUCTORY SUB-TABLE (I)(A)

SCRIP CODE: SCRIP NAME: SHIVALIK RASAYAN LIMITED

SCRIP TYPE :- EQUITY

Partly paid-up shares:- No. of partly paid-

up shares

As a % of total

no. of partly

paid-up shares

As a % of total no. of

shares of the company

Held by

promoter/promoter

group -

- -

Held by public

-

-

-

Total - D -

- -

Outstanding

convertible preference

shares:-(#)

No. of outstanding

preference shares

As a % of total

no. of

outstanding

convertible

preference

shares


shares of the

company, assuming

full conversion of the

convertible preference

shares

Held by

promoter/promoter

group -

- -

Held by public -

- -

Total - E -

- -

Warrants:- No. of warrants As a % of total

no. of warrants


shares of the

company, assuming

full conversion of

warrants

Held by

promoter/promoter

group

-

-

-

Held by public

-

-

-



1 (A) Statement Showing Shareholding Pattern

Name of the Company : SHIVALIK RASAYAN LIMITED

As on: 31ST DECEMBER, 2014

Categor

y

Code

Category of

Shareholder

Num

ber

of

Shar

ehol

ders

Total

number

of shares

Number

of shares

held in

demateria

lized form

Total

shareholding as

a percentage of

total number of

shares

Shares

Pledged or

otherwise

encumbered

As a

percenta

ge

of(A+B)1

As a

perce

ntage

of

(A+B

+C)

Num

ber of

shares

As a

perc

enta

ge

(A) Shareholding

of Promoter

and Promoter

Group2

1 Indian

(a) Individuals/

Hindu

- - - - - - -

Total - F

-

-

-

Total paid-up capital

of the company,

assuming full

conversion of warrants

and convertible

securities (Grand Total

(A+B+C)+ D+E+F )

3,420,000



Undivided

Family

(b) Central

Government/

State

Government(s)

- - - - - - -

(c) Bodies

Corporate

1 2,435,120 2,435,120 71.20 71.20 0 0.00

(d) Financial

Institutions/

Banks

- - - - - - -

(e) Any

Others(Specify

)

- - - - - - -

Sub

Total(A)(1)

1 2,435,120 2,435,120 71.20 71.20 0 0.00

2 Foreign

A Individuals

(Non-

Residents

Individuals/

Foreign

Individuals)

- - - - - - -

B Bodies

Corporate

- - - - - - -

C Institutions - - - - - - -

D Any

Others(Specify

- - - - - - -



)

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)

1 2,435,120 2,435,120 71.20 71.20 0 0.00

(B) Public

shareholding

1 Institutions

(a) Mutual

Funds/ UTI

- - - - - - -

(b) Financial

Institutions /

Banks

2 129,780 129,780 3.79 3.79 0 0.00

(c) Central

Government/

State

Government(s)

- - - - - - -

(d) Venture

Capital Funds

- - - - - - -

(e) Insurance

Companies

- - - - - - -

(f) Foreign

Institutional

Investors

- - - - - - -

(g) Foreign - - - - - - -



Venture

Capital

Investors

(h) Any Other

(specify)

- - - - - - -

Sub-Total

(B)(1)

2 129,780 129,780 3.79 3.79 0 0.00

2 Non-

institutions

(a) Bodies

Corporate

18 188,740 150 5.52 5.52 0 0.00

(b) Individuals

I Individuals -i.

Individual

shareholders

holding

nominal share

capital up to

Rs 1 lakh

840 298,237 29,681 8.72 8.72 0 0.00

II ii. Individual

shareholders

holding

nominal

share capital in

excess of Rs. 1

Lakh.

22 368,023 12,523 10.76 10.76 0 0.00

(c) Any Other

(HUF)

1 100 100 0.00 0.00 0 0.00

Sub-Total 881 855,100 42,454 25.00 25.00 0 0.00



(B)(2)

(B) Total

Public

Shareholding

(B)=

(B)(1)+(B)(2)

883 984,880 172,234 28.80 28.80 0 0.00

TOTAL

(A)+(B)

884 3,420,000 2,607,354 100.00 100.00 0 0.00

(C) Shares held

by Custodians

and against

which

Depository

Receipts have

been issued

- - - - - - -

GRAND

TOTAL

(A)+(B)+(C)

884 3,420,000 2,607,354 100.00 100.00 0 0.00

(I)(b) Statement showing Shareholding of persons belonging to the category

“Promoter and Promoter Group”

Sr.

No.

Name of

the

sharehol

der

Details of shares

held

Shares pledged

or otherwise

encumbered

Details of

Warrants

Details

of

Converti

ble

Securitie

s held

Total

shares

(inclu

ding

underl

ying



Number

of shares

As a %

of

grand

total

(A)+(B

)+(C)

Nu

mb

er

of

sha

res

hel

d

As a

perc

enta

ge

As a

% of

gran

d

total

(A)+

(B)+

(C)

of

sub

clau

se

(I)(a

)

Nu

mb

er

of

Wa

rra

nts

As a

% of

total

num

bers

of

war

rant

of

sam

e

class

N

u

m

be

r

of

co

nv

ert

ibl

e

sec

uri

tie

s

he

ld

As

a %

of

tota

l

nu

mb

ers

of

con

vert

ible

of

sam

e

clas

s

shares

assum

ing

full

conver

sion of

warra

nts

and

conver

tible

securit

ies) as

a % of

dilute

d

share

capital

(A)

2.

Growel

Capital

Services

P Ltd.

2,435,120 71.20 0 0.00 0.00 0 0.00 0 0.00 71.20

TOTAL 2,435,120 71.20 0 0.00 0.00 0 0.00 0 0.00 71.20

(I)(c)

(i)

Statement showing Shareholding of persons belonging to the category “Public”

and holding more than 1% of the total number of shares

Sr.

No.

Name of

the

Number

of

Shares as

a

Details of

Warrants

Details of

convertible

Total

shares



sharehold

er

shares percentag

e of total

number

of shares

{i.e.,Gran

d Total

(A)+(B)+(

C)

indicated

in

Statemen

t at para

(I)(a)

above}

securities

held

(including

underlying

shares

assuming

full

conversion

of warrants

and

convertible

securities)

as a % of

diluted

share

capital

Numb

er of

warran

ts

As a

% of

total

no. of

warra

nts of

same

class

Numb

er of

conver

tible

securit

ies

held

As a

% of

total

no.

of

secur

ities

of

same

class

1 Central

Bank of

India

112,570 3.29

0 0.00 0 0.00 3.29

TOTAL 112,570 3.29 0 0.00 0 0.00 3.29

(I)(c)

(ii)

Statement showing Shareholding of persons belonging to the category “Public”

and holding more than 5% of the total number of shares

Sr.

No.

Name of

the

sharehold

er

Numb

er of

shares

Shares as a

percentage

of total

number of

shares {i.e.,

Grand

Total

Details of

Warrants

Details of

convertible

securities

held

Total

shares

(including

underlying

shares

assuming

full

Numb

er of

warran

As a

% of

total

Numb

er of

conver

As a

% of

total



(A)+(B)+(C

) indicated

in

Statement

at para

(I)(a)

above}

ts no. of

warra

nts of

same

class

tible

securit

ies

held

no.

of

secur

ities

of

same

class

conversion

of warrants

and

convertible

securities)

as a % of

diluted

share

capital

1 Not

Applicable

0 0.00

0 0.00 0 0.00 0.00

TOTAL 0 0.00 0 0.00 0 0.00 0.00

(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. N.A. N.A. N.A.

(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 N.A. N.A. N.A. N.A.



(II)(b) Statement showing Holding of Depository Receipts (DRs), where

underlying shares 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}

N.A. N.A. N.A. N.A.

LIST OF TOP 10 SHAREHOLDERS AS ON 31ST MARCH, 2015

Sr. No. NAME OF THE HOLDER NUMBER OF

SHARES

1 GROWEL CAPITAL SERVICES PVT. LTD. 2435120

2 CENTRAL BANK OF INDIA 112570

3 SYNDICATE BANK 17210

4 MLC INDUSTRIES PVT. LTD. 17000

5 EXCEL RASAYAN PVT. LTD. 17000

6 HEMANI FINLEASE & HIRE PURCHASE PVT.

LTD.

17000

7 HEMANI FOREX PVT. LTD. 17000

8 SAHAS FINANCIAL SERVICES PVT. LTD. 17000

9 ACE AUTO PVT. LTD. 17000

10 CORRU FAB PVT. LTD. 17000



10. Statement Showing the Details of Dividends and Cash bonuses paid during the

last 10 years. (NIL)

11. Details of any commission, brokerage, discount or option for the issue of any

kind of security granted to any person-

There is a possibility that the company might have paid brokerage or

commission at the time of Initial Public Offer. However, since the documents

relating to the IPO are more than 30 years old, it is not possible for the company

to provide the details.



ABOUT SHIVALIK RASAYAN LIMITED

1. HISTORY

Shivalik Rasayan Limited was established in 1981 in the scenic valley of

Dehradun with a mission to produce effective and environmental friendly

chemicals for protection of plants.

In the year 1988, the Company was declared sick by BIFR, and in the year 2001,

the Rehabilitation Scheme was sanctioned by BIFR and OTS was entered into

with the Banks.

With the striving efforts of the Promoters of the Company, by the year 2002 the

Company was out of BIFR and as on date, proudly boasts a positive Networth of

Rs.8.25 Cr.

SRL’s Objet d'art

Shivalik Rasayan is the largest producer of international quality Malathion

Technical and Dimethoate Technical having a capacity of 1450 Metric Tons per

year. The products of Shivalik Rasayan are well established in Indian as well as

foreign markets.

Malathion is a non- systemic, wide spectrum organ phosphorus (OP) based

contact insecticide. It is used in the agriculture production of a wide variety of

foods/feed crops. Malathion can be applied using ground or aerial equipment,

thermal and non- thermal fogger, ground boom, air blast sprayer etc.



Dimethoate Technical is used in preparation of formulations used in the control

of a broad range of insect‘s pests and mites. It is widely used against piercing

sucking insects, spider mites, chewing mining etc.

The Company has a long established reputation as a reliable and accepted

supplier of quality products around the globe that endorses our commitment

towards quality. Quality is the mainstay of Shivalik Rasayan‘s products. It has

well equipped quality control laboratory wherein the quality of the product is

monitored at every stage of chemical reactions involved in the process of

manufacture.

ORGANIZATIONAL STRUCTURE:

Board of Directors

Managing Director

Marketing Department

Finance Department

Procurement Department

Production Manager

Factory Manager

Manager

Manager

Manager

Finance Manager

Shift Incharge & All

Workers

Assistants

Accountants

Assistants

Manager



Performance Analysis

The performance analysis of SRL during the last 5 Financial Years is outlined as

follows:

Main object of the Company

1. To manufacture and deal in all chemical products such as all types of heavy

chemicals, sulphuric acid and other acid, caustic soda. Soda ash Pesticides,

Insecticides, petroleum and its products and derivatives, coal, coal-tar

0

2,000,000

4,000,000

6,000,000

8,000,000

10,000,000

12,000,000

14,000,000

31.03.2010 31.03.2011 31.03.2012 31.03.2013 31.03.2014

Profit After Tax

Profit After Tax

0

0.5

1

1.5

2

2.5

3

3.5

4

31.03.2010 31.03.2011 31.03.2012 31.03.2013 31.03.2014

Earning Per Shares Basic / Diluted

Earning Per Shares Basic / Diluted



products and their intermediates. Dyes, salts, drugs, medicines and

pharmaceuticals, paints pigments and varnishes, explosives and

ammunitions, all types of photographic chemicals, glycerine and allied

products, fats, waxes and their products and also all types of alcohol and

alcohol based chemicals including all inorganic and organic chemicals and

fertilizers.

2. To manufacture and deal in compressing of carbon-dioxide and all other

types of gases.

3. To carry on the business as dealers in. traders, stockist, agents, exporters and

importers of chemicals and manures and dye makers and to act and engage in

consultancy services in the field of chemical industry.



2. MANAGEMENT

Name Designation Age, Nationality,

Occupation

Mr. Rahul Bishnoi Director 50 Years

Indian

Chartered Accountant

Mr. S. K. Singh Managing Director 69 Years

Indian

Service

Mr. Ashwani

Sharma

Director 54 Years

Indian

Service

Mr. Harish Pande Director 59 Years

Indian

Business

Mr Puneet

Chandra

Director 52 Years

Indian

Service

Mr Anirudh

Bishnoi

Director 52 Years

Indian

Business

Mr. Kailash Gupta Director 52 Years

Indian

Chartered Accountant

Mr. Rajiv Mehta Director 51 Years

Indian

Business

Mr. Arun Kumar Director 70

Indian

Chemical Engineer

Ms. Usha Pande Director 59

Indian

Business



Brief Profile of the Directors

A. Mr. Rahul Bishnoi (Chairman)

Mr. Bishnoi is a fellow member of the Institute of Chartered Accountants of

India. He is an industrialist having enriched experience of almost 23 years.

B. Mr. S. K. Singh (Managing Director)

Mr. S.K. Singh is a science graduate. He is the overall in-charge of the

manufacturing activities of the company. He has been working with the

company for the past 29 years.

C. Mr. Ashwani Sharma (Director)

Mr. Ashwani Sharma is a graduate who is having enriched experience in holding

the administrative affairs of the Companies.

D. Mr. Harish Pande (Director)

Mr. Harish Pande is a graduate with enrich experience of 30 years in the

Marketing of Agro Chemical, Technical & formulations.

E. Mr. Puneet Chandra (Director)

Mr. Puneet Chandra is a BITS Pilani Graduate Chemical Engineer. He has a vast

experience in project designing and project management. He has worked with

premier organizations like Vam Organics Ltd., SRF Ltd.

F. Mr. Anirudh Bishnoi (Director)

Mr. Anirudh Bishnoi is a science graduate having 25 years of experience in the

field of trading and managing the manufacturing operations.



G. Mr. Kailash Gupta

Mr. Kailash Gupta is a fellow member of the Institute of Chartered Accountants

of India. Mr. Gupta has specialization in the field of Taxation, Accounting and

development of accounting manual. He has vast knowledge of Concurrent,

Internal Audit and Internal Control.

H. Mr. Rajiv Mehta

Mr. Rajiv Mehta is an MBA, M. Phil, PhD and has 30 years experience in

education and real estate industry. Mr. Mehta is an Independent Director in

Shivalik Rasayan Limited since 25.01.2014. Mr. Mehta is Vice Chairman of NIAM

group which is engaged primarily in online education.

I. Mr. Arun Kumar

Mr. Arun Kumar is a Chemical Engineer by profession, having enrich experience

of almost 45 years in developing new horizons of varied industries viz., from

construction to production.

J. Ms. Usha Pande

Ms. Usha Pande is a Post Graduate in Economics, having rich experience of 30

years in the field of Administration & Marketing.



3. PROMOTERS

Growel Capital services Pvt. Ltd. (Promoter)

Growel Capital Services Pvt. Ltd is holding company of SRL. It is basically an

investment company. It has invested in stocks, apart from holding share of SRL.

4. KEY MANAGEMENT PERSONNEL

A. Mr. Vinod Kumar (CFO)

Mr. Vinod Kumar is a Graduate from Delhi University and MBA (Finance)

from Madurai Kamaraj University, Madurai. Mr. Kumar has 20 years vast

experience in the field of administrative control, finance, accounts and

taxation matters. Mr. Kumar has been working with the company since

November 2001.

B. Mr. A. K. Sinha (Production Manager)

Mr. A. K. Sinha is a production Manager with an experience of almost 19

years. He is responsible for production activities at SRL plant.

C. Mr. S. P. Sharma (Plant Manager)

Mr. S. P. Sharma is a Plant manager and is a sole in-charge of plant at factory

site. He is having rich experience of more than 18 years in handling plant

activities.

D. Ms. Isha Agarwal (Company Secretary cum Compliance Officer)

Ms. Isha Agarwal is an Associate Member of ICSI. She is having rich

experience in Corporate and other allied laws.



V. OUTSTANDING LITIGATIONS

There are no outstanding or pending litigation, suit, criminal or civil prosecution,

proceeding or tax liabilities against our Company that would have a material

adverse effect on our business and there are no defaults, non-payment or overdue

of statutory dues, institutional/ bank dues or dues payable to holders of

debentures, bonds and fixed deposits and arrears of preference shares

(irrespective of whether they are specified under Part I of Schedule XIII of the

Act), that would have a material adverse effect on our business.

VI. Material Contracts and Agreements

The Company has not entered into any material contracts or agreements

(including agreements for technical advice and collaboration).

VII. Details of group/Subsidiary Companies

As on date, the Company does not have any Group/ Subsidiary Companies.

VIII. MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

Particulars Article

No.

Detailed Provision

Table ―A‖ not to

apply but company

to be governed by

these Articles

1. The regulations contained in Table `A' in the first

Schedule to the Companies Act, 1956 shall apply

save and except to the extent they are modified or

substituted by regulations made by these Articles and

only in so far as the regulations of Table 'A' are

not, in any way, opposed or contrary to or

irreconcilable with the regulations made hereunder.



Underwriting &

Brokerage

3. Commission may be paid

Subject to the provisions of section 76 of the Act, the

Company may at any time pay a commission to any

person in consideration of his subscribing or agreeing

to subscribe (whether absolutely or conditionally) for

any shares or debentures in the company, or procuring

or agreeing to procure subscription (whether absolute

or conditional) for any shares or debentures in the

Company; but so that it the commission shall be paid

or payable out of the capital, statutory conditions and

requirements shall be observed and complied with;

and such commission shall not exceed 5 percent on the

normal value of the shares or 2'/2% on the normal

value of debentures in each case subscribed or to be

subscribed. However. no commission shall be paid to

any person for subscribing or agreeing to subscribe

(whether absolutely or conditionally) for any shares or

debentures which are not offered to the public for

subscription. Provided that where a person has

subscribed or agreed to subscribe for any shares in or

debentures of. the Company and before the issue of the

prospectus or statement in lieu thereof any other

person or persons has or have subscribed for any or all

of those shares or debentures and that fact together

with the aggregate amount of commission payable

under this Article in respect of such subscription is

disclosed in such prospectus of statement, then the

Company may pay commission to the first mentioned



person in respect of such subscription with.

BROKERAGE:

Subject to the Provision of Act, the Company may pay

brokerage on Shares or Debentures issued to the

public.

SHARE CAPITAL

Authorized

Capital

4. The Share Capital of the Company is Rs.3,50,00,000/-

(Rupees Three Crores Fifty Lakhs Only) divided into

35,00,000 (Thirty Five Lakhs) Equity Shares of Rs. 10/-

(Rupees Ten) each.

ISSUE AND ALLOTMENT OF SHARES

Issue and

Allotment of

Shares

5. (a) Subject to the provisions of the Act and of these

Articles, the shares shall be under the control of the

Board, who may allot or otherwise dispose of the same

to such persons on such terms and conditions and at

such times either at a premium or at par as the Board

may think fit with power to issue any shares as fully

paid-up in consideration of services rendered to the

Company and its formation or otherwise and to give to

any person a call for allotment of any such shares with

the sanction of the company in General Meeting.

(b) Except so far as otherwise provided by the

conditions issue or by these presents, any capital raised

by the creation of new shares shall be considered as

part of existing capital and shall be subject to the

provisions herein contained with reference to the

payment of call and installments, forfeiture, lien,



surrender, transfer and transmission, voting and

otherwise.

Amount Payable on

Application

6. The Amount payable on application on such

shares of the Company offered to the public for

subscription shall not be less than 5 percent of the

normal amount of the share, and he Directors shall.

As regards any allotment of shares duly comply

with such of the provisions of Section 69 and 75 of

the Companies Act. 1956 as may be applicable thereto.

Minimum

Subscription

7. In No allotment shall he made of any share capital of

Company offered to the Public for subscription unless

the amount named in the relevant prospectus is the

minimum subscription, has been subscribed and the

sum payable on application therefore has been paid to

and received in by the Company.

Payment of Share

Amount by

Installments

8. If by the conditions of allotment of any share, the

whole or part of the amount or issue price thereof shall

be payable by installments, every such installment

shall, when due be paid to the Company by the

person(s) who for the time being and from time to time

shall be the registered holder(s) of share or his legal

representative.

Power Regarding

Calls on shares

9. The provisions of section 91 of the Act, will apply in

respect amounts of calls on shares.



Company shall not

recognize any

Trust:

10. Save as herein otherwise provided the company shall

be entitled to treat the registered holder of any share as

the absolute owner thereof, and accordingly shall not,

except as ordered by a Court of competent jurisdiction,

or as by statute required, be bound to recognize any

equitable, contingent or other claim to or interest in

such share on the part of any other person.

JOINT HOLDERS OF SHARES

Joint Holding of

Shares.

11. The two or more person, are registered as the joint

holders of any share they shall he deemed to

hold the same in joint account with the benefit of

survivorship and shall be subject to the following

provisions namely:

(a) The Company shall not he hound to reenter more

than foul person, as the joint holders of any share.

(b) The joint holders of any share shall severally as

well as jointly be liable for the payment of all

installments, calls, overdue interest and all other

amounts due and payable in respect of such share.

(c) On the death of any one of such joint holders, the

survivor or survivors shall be the only person or

persons recognized by the Company as having any

title to such shares: but the Board may require such

evidence of death as they may deem fit.

(d). Any one of such joint holders may give effectual

receipt for any dividend, bonus, or return of capital

payable to such joint holders.

(E) Only the person whose name stands first in the

Register as one of the joint holders of any share shall



be entitled to delivery of the certificate relating to such

shares, or to receive notice from the Company or to

vote at a General Meeting of the Company, if any other

or others of such joint holders shall also be present at

the meeting and any notice given to such person shall

be deemed notice to all the joint holders; but any one

of such joint holders may be appointed as the proxy of

the person entitled to vote on behalf of such joint

holders.

CERTIFICATE OF SHARES

12(1). Every person whose name is entered as a member in

the Register of Members shall be entitled to receive

within three months after allotment or one month

after receipt of application for registration of transfer

(or within such other period as the condition of issue

shall provide).

(a) Share certificates, if desired to he issued in

marketable lots or

(b). Share certificates to be issued, on request for

shares other than marketable lots, sub-division or

consolidation of the certificates, free of charge.

13(1). The Company shall not charge any fee-

(i) for registration of transfer of shares and

debentures;

(ii) for sub-division and consolidation of share and

debenture certificates and for sub-division of Letters

of Allotment and Split, Consolidation, Renewal and



Pucca Transfer Receipts into denominations

corresponding to the market units of trading.

(iii) for sub-division of renounceable Letters of Right;

(iv) for issue of new certificates in replacement of

those which are old. decrepit or worn out or where

the cages on the reverse for recording transfer have

been fully utilized;

(v) for registration of any Power of Attorney. Probate.

Letters of Administration or similar other documents.

(2) The company will not charge any fees exceeding

those which may be agreed upon with the exchange.

(i) for issue of new certificates in replacement of those

that are torn, defaced, lost or destroyed.

(ii) for sub-division and consolidation of shares and

debentures certificate and for sub- division of Letters

of Allotment and Slips, consolidation, renewal and

pucca transfer receipt into dominations other than

those fixed for the market units of trading.

CALLS ON SHARES

Payment of Calls. 14. The Company may subject to the provisions of Section 76

and other. applicable provisions (if any) of the Act, at the

time of public issue pay a commission to any person in

consideration of his subscribing or agreeing to subscribe

or his procuring or agreeing to procure subscription

whether absolutely "or conditionally for any shares In or

debentures of the Company but so that the amount or

rate of commission does not exceed in the case of shares

5% of the price at which the shares are issued and in the

case of debentures 2.5% of the price at which the



debentures- are, issued. The commission may be satisfied

by the payment In cash or the allotment of fully or partly

paid up shares or debentures or partly in the one way

and partly' in the other. The Company may also on any

issue of shares or debentures pay such brokerage 'as may

be lawful.

Amount of Call and

Time between Calls:

15. No call shall exceed one-fourth of nominal amount of

shares. or be made payable within one month after the

last preceding call was payable

Notice of Call 16. Fourteen days clear notice shall be given such call shall be

paid. time and place of payable an,l t.+

Terms of Issue of

Shares

17. The certificates of title to the shares shall be issued under

the Seal of the Company which shall be affixed in the

presence of and signed by (i) two Directors (provided that

if the composition of the Board permits, one of the

aforesaid two Directors shall be a person other than the

Managing or whole time Director) and (ii) the Secretary

or some other person appointed by the Board for the

purpose. Particulars of every share certificate issued shall

Payment of Calls

in advance

18 The Directors may. if they think fit, receive from

any member willing to advance the same , all or

any part of the money due upon the shares held

by him beyond the sums actually called for and

upon the money so paid in advance or so much



thereof as from time to time exceeds the amount

of the call any part of the money due upon the

shares money so paid d in advance or so much

thereof as from time to time exceeds the auto or

to any voting rights in respect of money sopaid

by him until the same would but for such

payment become presently payable.

Transfer and

Transmission of

shares:

19 (1) No transfer shall be registered unless a proper

Instrument of Transfer duly stamped and signed and

executed both by the transferor and the

transferee and duly attested, had been delivered

to the company, complying with all the provisions

of Section 108 of the Act or of any statutory

modification thereof, for the time being. Until the

transfer is registered, the transferor shall he decreed

to continue to be the holder of such shares under

transfer, provided that where it is proved to the

satisfaction of the Board that any instrument of

Transfer duly executed as hereinbefore stated is bona-

fide lost, the Board may on an application in writing

made by the transferee and bearing the stamp

required for an Instrument of Transfer register the

transfer on such terms as to indemnity as the Board

may think fit.

(2) Power to refuse Registration of Transfer of

Shares Subject to the provisions of Section-III of the

Act, the Board may, without assigning any reasons

therefore within one month from the date on



which the Instrument of transfer was delivered to

the Company refuse to register any transfer of a share

upon which the Company has a lien or which is not

fully paid-up.

Transfer not to be

registered except

on production of

instrument of

transfer:

20 The instrument of transfer shall be in writing and all

provisions of Section 108 108 of the Companies

Act, 1956 and of any statutory modifications thereof for

the time being shall be duly complied with in respect of

all transfers of shares and the registration thereof.

CALLS

Board reserves

right to refuse any

transfer of shares

21 The Board may decline to register any transfer of share

upon which the Company has it lien and may refuse to

register the transfer to a transferee of whom they do

not approve. If the board refuses to register the transfer

of any share they shall within one month from the date

on which the instrument of transfer was lodged with

Company, send to the transferee and the transferor

notice of the refusal provided that registration of a

transfer shall not be refused on the ground of the

transferor being either alone or jointly with any other

person or persons indebted to the Company on any

account whatsoever except a lien on shares.

Share Certificate to

Accompany

Transfer Deed

22. Every instrument of transfer shall be left at the

Registered Office of the Company accompanied by the

certificate of the shares to be transferred and such other

evidence as the Company may require to prove the title



of the transferor, or his right to transfer the shares. All

instruments of transfer which shall be registered shall

be retained by the Company, but any instruments of

transfer which the Board may decline to register shall,

on demand, be returned to the person depositing the

same. Provided that registration of a transfer shall not

be refused on the ground of the transferor being either

alone or jointly with any other person or persons,

indebted to the Company on any account whatsoever

except a lien.

Title To Shares of

Deceased Bankrupt

Members

23. The legal representative of a deceased member (not

being one of the several joint holders) shall be the only

person recognized by the Company as having any title

to the shares registered in the name of such member,

and in case of the death of any one or more of joint

registered holders of any shares. the survivor or

survivors shall be the only persons recognized by the

Company as having any title to or interest in such

shares.

Transmission of

Shares of Deceased

Members

24. Any person becoming entitled to shares in consequence

of the death or bankruptcy of any member, upon

producing proper evidence of the grant of probate or

letters of administration or such other evidence that he

sustains the character in respect of which he proposes

to act under this clause, or of his title, as the Board

think sufficient may with the consent of the Board

(which they shall not be under any obligation to give)



be registered as a members in respect of such shares, or

may, subject to the regulations as to transfers

hereinbefore contained, transfer such shares. This

clause is hereinafter referred to as the transmission

clause.

CLOSURE OF REGISTER OF MEMBERS

Power To Close

Register of

Members.

25. The Board may on giving seven days' notice by

advertisement in a newspaper circulating in the district

in which the Registered office of the Company is situate

close the Register of Members for any period or periods

not exceeding on the whole forty five days in each year

but not exceeding thirty days at a time.

FORFEITURE AND LIEN

Notice of

Forfeiture:

26. Call If any member fails to pay any call or installment

on or before the day appointed for the payment of the

same, the Board may at any time thereafter, during

such time as the call or installment remains unpaid,

serve a notice on such member requiring him to pay the

same, together with any interest that might have

accrued and all expenses that may has been incurred by

the Company by reason of such nonpayment

Form of forfeiture

notice

27. The notice shall name a day (not being less than thirty

days from the date of the notice) and a place or places,

on and at which such call or installment and such

interest and expenses as aforesaid are to be paid. The

notice shall also state that in the event of non-payment

at or before the time and at the place appointed, the

share in respect of which the call was made or



installment is payable will be liable to be forfeited.

If notice disregard

share to be

forfeited.

28. If the requisitions of any such notice as aforesaid are

not complied with, any shares in respect of which such

notice, has been given may, at any time thereafter,

before payment of all calls or installments, interest and

expenses, due in respect thereof, be forfeited, by a

resolution of the Board to that effect.

Forfeited shares

become property of

the Company.

29. Any share so forfeited shall be deemed to be the

property of the Company and the Board may sell. err-

allot, or otherwise dispose of the same in such manner

as they think fit.

Directors may

annul forfeiture

30. The Board may, at any time before any share so

forfeited shall have been sold, re-allotted or otherwise

disposed of, annul the forfeiture thereof upon such

conditions as they think fit.

Liability of

members whose

shares have been

forfeited.

31. Any member whose shares have been forfeited shall,

notwithstanding the forfeiture, be liable to pay all calls,

installments, interest and expenses owing upon or in

respect of such shares. The Board may enforce the

payment of such monies or any part thereof as they

think fit. The Board may if they think fit, remit the

payment of such interest and expenses in full or in part.

The liability of such person shall also cease if and when

the Company shall have received payment in full of all

such monies in respect of the said forfeited shares.



Members lose all

right and cease to

be members on

forfeiture of their

shares

32. The forfeiture of a share shall involve the extinction of

all interest, in, and also of all claims and demands

against the Company in respect of the share and all

other rights incidental to the share, except only such of

those rights as by these articles are expressly saved.

The person whose shares have been forfeited shall

cease to be a member.

Recording of

forfeiture

33. Immediately on the forfeiture of shares of any member

an entry shall be made in the register of Member noting

that the said shares have been forfeited to the Company

and in addition the date of forfeiture of the shares shall

be entered in the Membership Register as the date on

which the holder of the said shares ceased to be a

member. Similarly, as soon as the forfeited shares have

been sold or otherwise disposed off, as determined by

the Board the fact of such sale or disposal shall be

recorded by the Board.

Company's lien on

partly paid shares

34. Any Company shall have a first and paramount lien

upon all the shares (other than fully paid up Shares)

registered in the name of each member (whether solely

or jointly with others) and upon the proceeds of the

sale thereon for all monies (whether presently payable

or not) called or payable at the fixed time in respect of

such shares and no equitable interest in any share shall

be created except upon the footing and condition that

Article 10 hereof is to have full effect. And such lien



shall extend to all dividends from time to time declared

in respect of such shares. Unless otherwise agreed the

registration of a transfer of shares shall operate as a

waiver of the Company's lien, if any on such share.

Enforcing lien by

sales

35. The purpose of enforcing such lien, the Board of

Directors may sell the shares subject thereto in such

manner as they think fit, and for that purpose may

cause to be issued a duplicate certificate in respect of

such shares and may authorize one of their member to

execute a transfer thereof on behalf of and in the name

of such Member. No sale shall be made until such

period as aforesaid shall have arrived, but until notice

in writing of the intention to sell shall have been served

on such Member or his representatives and default

shall have been made by him or them in payment,

fulfillment, or discharge of such debts, liabilities or

engagements for thirty days later such notice.

Application of

proceeds of sale.

36. The net proceeds of any such sale shall be received by

the Company and applied in or towards payment of

such part of the amount in respect of which the lien

exists as is presently payable, and the residue, if any,

shall after defraying the costs of such sales, if any,

(subject to a like lien for sums not presently payable as

existed upon the shares before the sale) be paid to the

person entitled to the shares at the date of the sale.

Entry in minutes 37. The entry in the Minutes Book of the Board of the



book prima facie

evidence

forfeiture of any shares or that any shares have been

sold to satisfy a lien of the Company shall be sufficient

evidence as against all person claiming to be entitled to

such shares, that the said shares were properly forfeited

or sold, and such entry, the receipt of the for the price

of such shares, and the appropriate share certificate

shall constitute a good title to members of the

Company and he shall not be bound to see to the

application of the purchase money, nor shall his title to

the said shares be affected by any irregularity or

invalidity in the proceedings in reference to the

forfeiture or sale. The remedy (if any) of the former

holder of such shares, and of any persons claiming

under or through him shall be against the Company

and in damages only. A declaration in writing that the

declaring is a Director or Secretary of the Company and

that a share in the Company has been duly forfeited in

accordance with these Articles on a date stated in the

declaration, shall be conclusive evidence of the facts

therein stated as against all persons claiming to be

entitled to the shares

INCREASE, REDUCTION AND ALTERATION OF CAPITAL

Increase of Capital 38. The Company in General Meeting, may, from time to

time, increase the capital by the creation of new shares

of such amount as may be deemed expedient.

Different classes of

shares.

39. In case the Company alters its authorized share capital

subject to Section 86 86 of the Act, the

Company may by special, resolution divide the share in



its capital. whether original or increased, into different

classes and attach to any such as preferential or other

special rights, or such restrictions, whether in regard to

dividend, return of capital or otherwise, as may be

determined by special resolution.

Conversion of

shares into stocks

and reconversion:

40. The Company may exercise the power of conversion of

its shares into stocks and reconversion of stocks into

shares.

These provisions

apply ipso facto to

new shares

41. Except so far as otherwise provided by the conditions

of issue. or by these presents, any capital raised by the

creation of new share shall be considered part of the

original capital and shall he subject to the provisions

herein contained with reference to the payment of calls

and installments, transfer and transmission, forfeiture,

lien, surrender and otherwise.

Alteration Of

Capital:

42. Power to subdivide and consolidate.

The Company may by ordinary resolution from time to

time alter the conditions of the Memorandum of

Association as follows:

(a) Increase the Share Capital by such amount to be

divided into shares of such amount as may be specified

in the resolution;

b) Consolidate and divide all or any of its share capital

into shares of larger amount than its existing shares



c) however, that in the sub division the proportion

between the amount paid up the amount, if any unpaid

on each reduced share shall he the same as it was in the

case of shale from which the reduced share is derived

(e) Cancel any shares which, at the date of the passing

of the resolution have not to be taken by any person

and reduce the amount of its share capital by the

amount of the shard cancelled.

Conditions for issue of new shares:

2) The resolution whereby any share is subdivided or

consolidated may determine that, as between the

members registered in respect of the shares resulting

from such subdivision or consolidation, one or more of

such shares shall have some preference or special

advantage as regards dividend, capital. voting or

otherwise over or as compared with the other or other

subject nevertheless to the provisions of Section 85, 87.

88, 93 and 106 of the Act. Surrender

3) Subject to the provisions of Sections 100 to 104

inclusive of the Act, the Board may accept from any

member the surrender of all or any of his shares on

such terms and conditions as shall be agreed.

Issue of further

shares pari passu :

43 The rights conferred upon the holders of the shares of

any class issued with preferred or other rights shall not,

unless otherwise expressly provided for by the terms of

issue of that class. be deemed to be varied by the

creation of further shares, ranking pari passu therewith



Reduction of share

capital.:

44 The Company may by special resolution and subject to

confirmation by the court reduce its share capital in any

manner and in particular may.

a). Extinguish or reduce the liability on any of its shares

in respect of share capital not paid up, or.

b) either with or without extinguishing or reducing

liabilities on any of the shares cancel any paid up share

capital which is lost or un-represented by the available

assets or.

c) either with or without extinguishing or reducing

liabilities of its shares pay of any paid up share capital

which is in excess of the wants of the Company, and

may, if and so far as necessary, alter its memorandum

by reducing the amount of its share capital and of its

shares accordingly

MODIFICATION OF RIGHTS

Variation of

rights.:

45. Whenever the Capital, by reason of the issue of

preference shares or otherwise, is divided into

different classes of shares, all or any of the rights and

privileges attached to each class may, subject to the

provision of sections 106 and 107 of the Act, be

modified, commuted, affected or abrogated, or dealt

with in accordance with the agreement between the

Company and any person purporting to contract on

behalf of that class, provided such agreement is

ratified in writing by holders of at least three fourths

in nominal value of the issued shares of that class or is

confirmed by a special Resolution passed at a



separate General Meeting of the holders of shares of

that class and supported by the votes of the holders of

at least three fourth of those shares, and all the

provisions hereinafter contained as to General

Meetings shall. mutatis mutandis, apply to every such

Meeting, but so that the quorum thereof shall be

members holding in person or by proxy three-fourth

of the nominal amount of the issued shares of that

class.

BORROWING POWERS

46. The amount for the time being remaining un-

discharged of monies borrowed or raised by the

Board for the purposes of the Company (otherwise

than by the issue of share capital) shall not apart from

the temporary loans obtained from the Company,

Bankers in the ordinary course of business at any time

exceed the paid up capital of the Company and its

free reserves without the sanction of the Company in

General Meeting as provided in the Act.

Securing

repayment of

borrowed money:

47. The Board may raise or secure the repayment of each

sum/sums in such manner and upon such terms and

conditions in all respects as they think fit, and in

particular. by the issue of bonds, perpetual or

redeemable debentures or Debenture stock, or any

mortgage, charge or other security on the undertaking

of the whole or any part of the property of the



Company (both present and future) including its

uncalled capital for the time being.

Terms of issue of

debentures:

48. The Debentures, debenture stock, bonds or other

securities, may be made assignable free from any

equities between the Company and the person to

whom the same may be issued.

Any debentures, debenture stock, bonds or other

securities, may be issued at a discount, premium or

otherwise, and with any special privileges as to

redemption, surrender drawings, allotment of shares

appointment of Directors, and otherwise, provided

that debentures with the right to allotment of or

conversion into share shall not be issued except with

the sanction of the Company in General Meeting.

Instrument of

transfer:

49 Save as provided in Section 108 of the Act, no transfer

of debentures shall be registered unless it proper

instrument of transfer duly stamped and executed by

the transferor and transferee has been delivered to the

Company together with the certificate or certificates

of the debentures.

Notice of refusal to

register transfer:

50. If the Board refuses to register the transfer of any

debentures the Company shall, within two months

from the date on which the instrument of transfer was

lodged with the Company, send to the Transferee and



to the transferor notice of the refuse.

GENERAL MEETINGS

Statutory Meeting: 51. The Statutory Meeting of the Company shall, as

required by the Act. be held at such time and place as

the Board may determine.

Annual General

meeting to be held

each year:

52. The first Annual General Meeting shall be held within

eighteen months from the date of its incorporation

and thereafter once atleast in every calendar year not

being more than fifteen months after the holding of

the last preceding Annual General Meeting and

within six months after the expiry of each financial

year, at the Registered office of the Company or at

such other place within the town in which the

Registered Office is situated during working hours on

a day that is not a public holiday.

Annual General

and Extra-

ordinary General

Meeting:

54. The General Meeting convened as required in Article

52 shall be called Annual General Meeting and all

other General Meetings shall be called Extra- ordinary

General Meetings.

Board may call an

extra-ordinary

general meeting

upon requisition:

57. The Board may, whenever they think tit, convene an

Extra-ordinary General Meeting and they shall, on the

requisition of the holders of not less than one-tenth of

such of the paid up capital of the Company as at that

date carries the right of voting in regard to the matter

for which the meeting is requisitioned forthwith



proceed to call an Extra-ordinary General Meeting of

the Company and in the case of such requisition the

following provisions shall have effect.

a)The requisition must state the objects of the Meeting

and must be signed by the requisitionists and

deposited at the registered office of the Company,

and may consist of several documents in like form

each signed by one or more requisitionists.

b)Upon the receipt of any valid requisition, the Board

shall forthwith call an Extra-ordinary General

Meeting and if they do not proceed within twenty-

one days from the date of the requisition being

deposited at the office, to cause a meeting to be called,

on a day not later than forty five days from the date of

deposit of the requisition, requistionists, or such of

their number as represent either a majority in value of

the paid up share capital held by all of them or not

less than one-tenth of such of the paid up share

capital of the Company as is referred to in section 1 69

(4) of the Act, may themselves call the meeting, but in

either case any meeting so called shall be held within

three months from the date of the delivery of the

requisition as aforesaid

c) Any meeting called under this clause by the

requisitionist shall be called in the same manner as

nearly as possible, as that in which meetings are to be

called by the Board

d) A requisition by joint holders of shares must be

signed by all such joint holders.



Accidental

commission of

notice not to

invalidate

proceedings of the

meetings:

56. The accidental omission to give notice of any meeting

to or the non-receipt of any such notice by any of the

members shall not invalidate any resolution passed

or any other proceedings taken at any such meeting.

PROCEEDINGS AT GENERAL MEETING

Business to be

transacted at annual

general meetings :

57. At annual General Meeting the Company shall transact

the following business :

(a) To receive and consider the Profit and Loss Account

and Balance Sheet.

(b) To receive and consider the reports of the Directors

and the Auditors.

(c) To elect directors in place of those retiring.

(d) To appoint auditors and fix their remuneration, and

(e) To declare dividend, if any

All other business transacted at an Annual General

Manager and all business transacted at an Extraordinary

General Meeting shall be deemed special business

Quorum for general

meeting:

58. No business shall be transacted at any General meeting

unless the requisite quorum be present at the

commencement of the business. Five members present in

person shall be a quorum for a General Meeting.

Dissolution and

adjournment of

59. If within half an hour after the time appointed for the

holding of a General Meeting a quorum be not present,



General meeting: the meeting if convened on the requisition of members,

shall be dissolved and in every other case, the meeting

shall stand adjourned to the same day in the next week at

the same time and place as was appointed. If at such

adjourned meeting a quorum be not present those

members who are present and entitled to vote shall be a

quorum and may transact the business for which the

meeting was called.

Chairman of the

general meeting :

60. (1) The Chairman (if any) of the Board of Directors shall,

if willing. preside as Chairman of every General Meeting.

Whether Annual or extraordinary, but if there be no such

Chairman, or in case of his absence or refusal the Vice-

Chairman, (if any) of the Board of Directors shall, if

willing. preside as Chairman at such meeting and if there

be no such Vice chairman, or in case of his absence or

refusal, some one of the Directors (if any be present) shall

be chosen to be Chairman of the meeting.

(2) If at any meeting a quorum of members shall be

present and the chair shall not be taken by the Chairman

of the Board or by the Vice-Chairman or by a Director at

the expiration of half an hour from the time appointed for

holding the meeting or if before the expiration of that

time all Directors shall decline to take the chair, the

members present shall choose one of their own member

to be Chairman of the meeting.

Power to adjourn

meeting by the

61. The Chairman may, with the consent of any meeting at

which a quorum is present and shall, if so directed by the



Chairman: meeting adjourn any meeting from time to time and from

place to place but no business shall be transacted at any

adjourned meeting other than the business left

Unfinished at the meeting for which the adjournment

took place. When a meeting is adjourned for thirty days

or more, notice of the adjourned Meeting shall be given as

in the case of an original meeting. Save as aforesaid, it

shall not be necessary to give any notice of an

adjournment or of the business to be transacted at an

adjourned meeting.

Every question to

be first decided by

show of hands:

62. Every question submitted to a meeting shall be decided

by a show of hands.

Chairman's

declaration on the

passing of a

resolution shall be

final:

63. At any General meeting a resolution put to the vote of the

meeting shall be decided on a show of hands unless a poll

before or on the declaration of the result of the show of

hands is demanded in accordance with the provisions of

Section 179 of the Act and unless a poll is so demanded, a

declaration by the Chairman that a resolution has, on a

show of hands been carried or carried unanimously, or by

a particular majority or lost, and an entry to that effect in

the book containing the minutes of the proceedings of the

Company shall be conclusive evidence of the fact,

without proof, of the number or proportion of the votes

recorded in favour of, or against, that resolution.

Chairman to decide 64. If a poll is demanded as aforesaid, it shall be taken in



the manner of

taking polls and his

declaration of the

result is final:

such manner and at such time and place as the Chairman

of the meeting directs subject to the provisions of Section

180 of the Act. The demand for a poll may be withdrawn.

In case of any dispute as to the admission or rejection of a

vote, the Chairman shall decide the same, and his

decision shall be final and conclusive

Notwithstanding

demand or poll the

transaction of the

meeting shall

continue:

65. The demand for a Poll shall not prevent the continuance

of a meeting for transaction of any business other than the

question on which a poll has been demanded. A poll

demanded on the election of Chairman of a meeting and

a poll demanded on the question of adjournment shall

forthwith be taken at the meeting without adjournment.

Chairman's casting

vote in the case of

equality of votes:

66.. In the case of an equality of vote, whether on a poll or

show of hands, the Chairman shall be entitled to a casting

vote in addition to the vote or votes to which he may be

entitled as a Member.

Minutes of

proceeding of

general meetings:

67. The proceedings of all General Meetings shall be entered

in the Minute Book kept for that purpose and shall be

maintained in accordance with Section 193 of the

companies Act 1956 and be signed by the Chairman of

that meeting or the succeeding meeting. Such minutes

duly entered and signed by the Chairman shall be

conclusive evidence of the proceeding of the Meeting

Inspection of

minutes by

68. The books containing the minutes of proceedings of any

General Meeting shall be kept at the Registered Office of



members: the Company and shall during business hours, subject to

such reasonable restrictions as are imposed by any

General Meeting or. as laid down by these presents, be

open to the inspection of any member without charge.

VOTE OF MEMBERS

Votes: 69. Every member of the Company holding equity shares

shall have a right to vote in respect of such shares on

every resolution, placed before the meeting. On a show of

hands every such member present in person shall have

one vote. On a poll his voting right in respect of such

shares shall be in proportion to his shares in the paid up

equity capital of the Company.

Voting by legal

disqualified

members through

guardian or

committee:

70. A member of unsound mind, or in respect of whom an

order has been made by any Court having jurisdiction in

lunacy may vote, whether on a show of hands or on a

poll, by his committee or other legal guardian.

Power to remove a

Director:

100 Subject to the provisions of Section 284 of the Act, and

these Articles, the Company may by ordinary resolution

for which special notice is received, remove any Director

before the expiration of his period of office and may

appoint another person in his place. The person so

appointed shall be subject to retirement, at the same time

and in the same manner as the Director in whose place he

is appointed. The nominated Directors shall however,

continue in office as long as their nominations have not

been withdrawn by the respective persons who are



competent to nominate them

Right of persons

other than Retiring

Directors to stand

for Directorship:

101 A person who is not a retiring Director shall. subject to

the provisions of the Act, be eligible for appointment to

the office of Director at any General Meeting, if he or

some member intending to propose him has, not Tess

than fourteen days before the meeting left at the

Registered Office of the Company a notice in writing

under his hand signifying his candidature for the office of

Director or the intention of such member to propose him

as a candidate for that office, as the case may be.

THE SEAL

Seal of the

Company:

110. (a) The Board shall provide a common seal of the

Company and shall have the power from time to time to

cancel and destroy the same and replace and / or

substitute the same by a new Seal. The Board shall

provide for the safe custody of the Seal.

(b) The Common Seal of the Company shall not be used

or affixed to any instrument except by the authority of a

resolution of the Board or of a Committee of the Board

authorized by it in this behalf and except in the presence

of at least two Director and of the Secretary or such other

person, if any, appointed for the purpose and such

Directors, Secretary or other person appointed as

aforesaid, shall sign every instrument to which the seal of

the Company is so affixed in their presence. Provided that

the seal may be affixed to the Certificate of debentures in

the presence of only one Director, who shall sign such



Certificate.

Seals Abroad : 111. The Company may exercise the powers conferred by

section 50 of the Act and such powers shall accordingly

be vested in the Directors.

Registers, Books

and Documents:

112. (1) The Company shall maintain Registers, Books and

Documents as required by the Act or these Articles

including the following namely :-

(a) Register of Investments not in Company's name

according to Section 49 of the Act.

(b) Register of Mortgages, Debentures and Charges


(c) Register of Members and an Index of Members

according to Section 150 and 151 of the Act.

(d) Register and Index of Debenture-holders according to

Section 152 of the Act.

(e) Register of Contracts, companies and fines in which

Directors are interested according to Section 301 of the

Act.

(f) Register of Directors and Managing Director. etc.,


(g) Register of Director's shareholdings and Debenture

holdings according to Section 307 of the Act.

(h) Register of Investments in shares or debentures of

bodies corporate according to Section 372 of the Act.

(i) Copies of instruments creating any charge requiring

registration according to Section 136 of the Act.

(j) Books of Account in accordance with the provisions of



Section 209 of the Act.

(k) Copies of Annual Returns prepared under Section 159

of the Act together with the copies of

Certificates required under section 161.

(1) Register of Renewed and Duplicate Certificate

according to Rule 7(2) of the Companies (Issue of Share

Certificates) Rules, 1960. Register of fixed deposits as

require under Sub Rule 7 of the Companies(Acceptance of

Deposits) Rules 1975-

(2) The said Registers, Books and Documents shall be

maintained in conformity with the applicable provisions

of the Act and shall be kept open for inspection by such

persons as may be entitled thereto respectively, under the

Act, on such days and during such business hours as may

in that behalf be determined in accordance with the

provisions of the Act or these Articles and extracts shall

be supplied to the persons entitled thereto in accordance

with the provisions of the Act or these Articles.

(3). The Company may keep a Foreign Register of

P1embers in accordance with Sections 157 and 158 of the

Act. Subject to the provisions of Sections 157 & 158 the

Directors may from time to time make such provisions as

they think fit in respect of the keeping of such Branch

Registers of Members and /or Debenture-holders.

POWERS AND DUTIES OF DIRECTORS

Management under

General Control of

Directors:

113. Subject to the provisions of Articles 114 and 115 hereof

the General control, management and supervisions of

the Company shall vest in the Board and the Board may



pay all expenses incurred in getting up and registering

Company and may exercise all such powers and do all

such acts and things as the Company is by its

Memorandum of Association or otherwise authorized

except as are required to be exercised or done by the

Company in General Meeting but subject nevertheless to

the provisions of the Companies Act, and of these

presents from time to time made by the Company in

General Meeting. provided that no such regulation shall

invalidate any prior acts of the Directors which would

have been valid if such regulation had not been made

Duties of the Board

:

114. The Directors shall duly comply with the provisions of

the Act or any statutory modifications thereof for the time

being in force, and in particular with the provisions in

regard to the registration of the particulars of mortgages

and charges affecting the property of the Company or

created by it, to keep a register of the Directors and to

send to the Registrar an Annual list of members, and a

summary of particulars relating there-to and notice of any

consolidation or increase of share capital of conversion of

shares into stock, and copies of special resolutions and a

copy of the Register of Directors and notifications of any

changes therein.

Powers of the

Board::

115. Without prejudice to the general powers conferred by

Article 122 and the other powers conferred by these

presents, it is hereby expressly declared that the Board

shall have the following powers subject to the provisions



of the Act.

(a) To pay cost, charges and expenses preliminary and

incidental to the promotion formation establishment and

registration of the Company.

(b) To purchase or otherwise acquire for the Company

property, rights or privileges which the Company is

authorized to acquire, at such price and generally on such

terms and conditions as it thinks fit.

(c) At its discretion, to pay for any property rights or

privileges acquired by or services rendered to the

Company either wholly or partly in cash or in shares,

bonds, debentures or other securities of the company and

any such shares may be issued either as fully paid-up or

with such amount credited as paid-up thereon as may he

agreed upon and any such bonds, debentures or other

securities may be either specifically charged upon all or

any part of the property of the Company and its uncalled

capital or not so charged.

(d) To secure the fulfillment of any contracts or

agreement entered into by the Company by mortgage or

charge of all or any of the properties of the Company and

the uncalled capital for the time being or in such other

manner as it may think fit.

(c) To appoint and at its discretion, remove or suspend.

such managers, secretaries, officers, clerks, agents and

servants, for permanent, temporary or special services, as

it may from time to time, think tit and to determine their

powers and duties and fix their salaries or emoluments

and to require security in such instances and to such



instances and to such amounts as it thinks fit.

(f) To appoint any person or persons (whether

incorporated or not) to accept and hold in trust for the

Company any property belonging to the Company, or in

which it is interested, or for any other purposes, and to

execute and do all such deeds and things as may be

required in relation to any such trust and do provided for

the remuneration of such trustees.

(e) To institute, conduct, defend, compound, or abandon

any legal proceedings by or against the Company or its

officers, or otherwise concerning the affairs of the

Company and also to compound and allow time for

payment or satisfaction of any debts due, and of any

claim or demands by or against the Company subject to

the provisions of the Act.

(h) To refer any claims or demands by or against the

Company to arbitration and observe and perform the

awards.

(i) To make and give receipts, releases and other

discharges for monies payable to Company and for the

claims and demands of the Company.

(j) To determine who shall be entitled to sign on the

Company's behalf bills, notes, receipts, acceptance,

endorsement, cheques, release, contracts and documents.

(k) To invest and deal with any of the monies of the

Company not immediately required for the purpose

upon such securities (not being shares in this Company)

and in such manner as they think fit and from time to

time vary or releases such investments.



(1) To execute in the name and on behalf of the Company,

in favour of any Director or other person who may incur

or be about to incur any personal liability for the benefit

of the Company. such mortgages of the Company's

property (present and future) as it thinks fit, and any such

mortgage may contain a power of sale and such other

powers convents and provisions as shall be agreed on.

(m) To give any person employed by the Company a

commission on the profits of any particular business or

transaction or a share in all general profits of the

Company and such commission or share of profits,

shall be treated as part of the working expenses of the

Company.

(n) From time to time to make, vary and repeal byelaws

for the regulation of the business of the Company, its

officers and servants.

(o) To enter into all such negotiations and contracts, and

rescind and vary all such contracts, and execute and do

all such acts, deeds and things in the name and on behalf

of the company as they may consider expedient for or in

relation to any of the matters aforesaid or otherwise for

the purpose of the Company.

MANAGING DIRECTOR

Power to appoint

Managing Director :

116. (I) Subject to the provisions of the Act and these Articles

of Association, the Board shall from time to time appoint

from amongst the directors, a director to be the Managing

Director of the Company for such period not exceeding

five years time. Shri Pramod Chandra Sharma shall he the

first Managing Director of the Company.



(2) A Managing Director shall not be liable to retire by

rotation under Section 255 of the Act. A Managing

Director on ceasing to hold the office of Director for any

cause shall, ipso facto and immediately cease to be a

Managing Director subject to the provisions of the Act.

(3) Subject to the provisions of Section 198, 269 and 309 of

the Act, the remuneration of the Managing Director may

from to time be fixed by the Directors and may be by way

of fixed salary or commission on the net profits or by any

or all of these modes and provide the perquisites in

consideration of his services. For the purpose of this

Clause the net profits of the Company for every financial

year shall be determined in the manner laid-down tinder

the provisions of Section 349 and 350 of the Act as

amended from time to time and the remuneration

payable as aforesaid shall be computed in the manner

laid down in Section 349

(5) of the Act

Powers of

Managing Director :

117. The Board of Directors of the Company shall by

resolution vest in such Managing Director such of the

powers which the Board may have under the Act or

under these Articles of Association and to sign the

necessary papers, documents and instruments of

authority and generally to exercise all such powers and

authorities of the Company as are not by the Companies

Act for the time being in force or by these articles

expressly directed to be exercised by the Board of

Directors or by the Company in General Meeting.



Local Management: 118. The Board may from time to time provide for the

Management and transaction of the affairs of the

Company any specified locality, in such manner as they

think fit, and the provisions contained in the next two

following articles shall be without prejudice to the

general powers conferred by this paragraph

Appointment of

Managing

Committee of

Directors & Powers

:

119. The Board of Directors may from to time appoint a

Managing Committee. The member or members of the

Managing Committee shall be nominated from the Board

of Directors by Shri Pramod Chandra Sharma or any

other person so nominated by him who shall be a

member of the Board of

Directors. The Board of Directors shall by resolution

vested in such Managing Committee such of the powers

which the Board may have under the Act or under these

Articles of Association. The remuneration of the members

of the Managing Committee may be monthly payment,

participation in profits, meeting fee of either of three

modes or any other method not expressly prohibited by

the Act. Shri Pramod Chandra Sharma or his nominee as

said above may at any time remove any person appointed

and may annul or vary any such delegation. The

appointment of Managing Committee may be for a

period not exceeding five

years at a time

Power to appoint 120. The Board may at any time and from time to time, by



Attorney: power of attorney tinder the Company's Seal, appoint any

person or persons to be the attorney or attorneys of the

Company for such purposes and with such powers,

authorities and discretions (not exceeding those vested in

or exercisable by the Board under

these presents) and for such period and subject to such

conditions as the Board may from time to time think fit,

and any such appointment may (if the Board think fit) be

made in favour of the members or any of the members of

any local Board establishment as aforesaid, or subject to

the provisions of Section 204 of the Act in favour of any

company or of the members, directors, nominees or

managers of any company or firm or in favour of any

fluctuating body of persons, whether nominated directly

or indirectly by the Directors and any such power of

attorney may contain such provisions for the protection

and convenience of persons dealing with such attorney or

attorneys as the Board may think fit.

Power to provide

Depreciation :

121. The Board may from time to time subject to the

provisions of the Act provide for depreciation and set

aside out of the profits of the Company as the Board think

proper such sums as a reserve or reserves for the purpose

of rebuilding, restoring replacing, or altering any part of

the buildings, work, plant, machinery or other property

of the Company, destroyed or damaged by fire, storm,

tempest, accident, riot, wear and tear or other means, or

for repairing, altering and keeping in good condition the



property of the Company or for extending and enlarging

the buildings, machinery and property of the Company

with full powers to employ the asset constituting such

depreciation fund in the business of the Company and

without being bound to keep the same separate from the

other assets

Power to set apart

reserve:

122. The Board may from time to time set apart any and such

portion of the profits of the Company as it thinks fit, as a

reserve applicable at their discretion for the liquidation of

any debentures, debts or other liabilities of the Company,

for equalization of dividends, or for any other purpose

with full power to employ the assets constituting the

reserve in the business of the Company and without

being bound to keep the same separate from other assets.

Power to

appropriate Reserve

and Depreciation

Provision if

necessary:

123. All money carried to the reserve and depreciation

provision respectively, shall nevertheless remain and the

profits of the company applicable subject to, the

provision heal' made for actual loss or depreciation, for

the payment of dividends and such money and all other

monies of the company may be invested in or upon such

investments or securities as the Board may think fit of

may be used as working capital or may be kept at any

Bank as deposit as may be determined from time to time.

Capitalisation of

Reserve and Profit:

124. 1.The Company in General Meeting may upon the

recommendation of the Board, resolve :



a) that it is desirable to capitalize any part of the amount

for the time being standing to the credit of any of the

company's reserve accounts or to the credit of the profits

and loss account or otherwise available for distribution,

and

b) that such sum be accordingly set free for distribution

in the manner specified in Clause (2) amongst the

members who would have been entitled thereto, if

distributed by way of dividend and in the same

proportion.

2. The sum aforesaid shall not be paid in cash, but shall

he applied, subject to provision contain in clause (3)

either in or towards :

i) paying up amounts for the time being unpaid on any

shall held by such members respectively.

ii), Paying up in full unissued shares or debentures of the

Company to be allotted and distributed. credit as fully

paid up, to amongst such members in the proportions

aforesaid or

iii) Partly in the way specified in sub-clause (i) and partly

in that specified in sub-clause (ii)

3. A share premium account and d capital redemption

reserve fund may, for the purpose of this regulation, only

be applied in the paying up of unissued shares issued to

members of the company as fully paid bonus shares.

4. The Board shall give effect to the resolution passed by

the Company in pursuance to this regulation.

125. Whenever such a resolution as aforesaid shall have been



passed, the Board shall,

a. Make all appropriations and applications of the

undivided profits resolved to be capitalized thereby and

all allotments and issues of fully paid shares or

debentures if any, and.

b. Generally do all-acts and' things required to given

effect thereto.

2. The Board shall have full power.

a) to make such provision by the issue of fractional

certificates or by payment in cash or otherwise as its

thinks fit in the case of shares or debentures becoming

distributable infractions and also

b) to authorize any person to, enter, on the behalf of all

the members entitled thereto, into an agreement with the

company providing for the allotment to them

respectively, credit is fully paid up, of any further share

to which they may be entitled upon such capatalisation or

(as the case may be) for the payment by the Company on

their behalf, by the application thereto of their respective

proportions of the profits resolved to be capitalized, or

the amount or any part of the amounts remaining unpaid

on their existing shares.

3. Any agreement made under such authority shall be

effective and binding on all such members.

DIVIDEND

Declaration of

dividend:

126. The Company in annual General Meeting may declare a

dividend to be paid to the members according to their

right and interests in the profits and may fix the time for

payment. No larger dividend shall be declared than is



recommended by the Board but the Company in General

Meeting may declare a smaller dividend.

Dividend to be paid

out of profits:

127. No dividend shall be paid otherwise than out of the

profits of the year or any other undistributed profits and

no dividend shall carry interest as against the Company.

Power to pay

interim dividends:

128. The Board may from time to time pay to the members

such interim dividends as in its judgment the position of

the Company justifies.

Power to

appropriate

dividends against

debts and liability

of members:

129. The Board may retain any dividend on which the

Company has a lien and may apply the same in or

towards satisfaction of the debts, liabilities or engagement

in respect of which the lien exists.

Dividends: 130. 1. The profits of the Company shall subject to any special

rights relating thereto created or authorized to be created

by the Memorandum or these Articles and subject to the

provisions of the Companies Act and of these Articles

shall be divisible among the members in proportion to the

amount of capital paid-up on the shares held by them

respectively.

2. When capital is paid up in advance of calls upon the

footing that the same shall carry interest such capital shall

not whilst carrying interest, confer a right to participate in

profits.



Dividend rights: 131. A transfer of shares shall not pass the right to any

dividend declared thereon before the registration of the

transfer

Power to pay

interest out of

capital:

132. The Board may pay interest on capital raised for the

construction of works or buildings when and so for as

they shall be authorized so to do by Section 208 of the

Act.

Power to retain

dividend until

transmission is

effected:

133. The Board may, pending consideration of any request or

proceeding in respect of any shares under the

transmission clause, retain the dividends payable upon

such shares till after the proceedings is finalized or

transmission effected, as the case may be.

One of the joint

holders may give

effectual receipt:

134. Any one of several persons who are registered as the joint

holders of any share may give effectual receipts for all

dividends and payment on account of dividends in

respect of such share

Payment of

dividend by

warrant or cheque:

135. All dividends and other dues to members shall be

deemed to be payable at the Registered Office of the

Company unless otherwise directed. Any dividend may

be paid by cheque or warrant sent through the post to the

registered address of the member or person entitled, or in

the case of joint holders, to the registered address of that

one whose name stands first in the register in respect of



the joint holding and every cheque or warrant so sent

shall he made payable to the order of the person to whom

it is sent.

Notice of

declaration of

dividend:

136. Notice of declaration of any dividend whether interim or

otherwise. shall he given to registered holders of shares in

the manner hereinafter provided.

Unclaimed

Dividends may be

invested or used:

137. No unclaimed and unpaid dividend shall be forfeited till

the claim thereto become barred by Law. The unclaimed

dividends will be dealt with in accordance with the

provisions of section 205 A of the companies Act, 1956

and the Rules made there under.

Board to cause

proper Books of

Account to be

maintained:

138. The Board shall cause to be kept proper books of account

with respect to

a. All sums of money received and expended by the

Company and the matter, in respect of which the receipt

and expenditure take place.

b. All sales and purchases of goods by the Company : and

c. the assets and liabilities of the Company.

d. Such particulars relating to utilization of material or

labour or to other items of cost as may be prescribed by

the Central Government from to time.

Books to be kept at

the Registered

Office:

139. The hooks of account shall be kept at the Registered

Office of the company or at such other place in India as

the Board think fit and shall he open to inspection by the

Directors during business hours.



Branch Office

Accounts:

140. If at any time Branch Office are established, provision, of

the Sub section (1) and (2) of Section 209 of the Act shall

be deemed to have been complied with if proper books of

account are kept at the concerned office relating to the

transactions effected at the Branch Offices and proper

summarized returns made up to date at intervals of not

more than three months are sent by the Branch Offices to

the registered office of the Company to such other place

determined by the Board.

Power to regulate

inspection of the

Books by Members:

141. The Board shall from time to time determine whether and

to what extent and at what times and places and under

what conditions or regulations the accounts and books of

the Company or any of them. shall be open to inspection

by the members, and no member shall have any right of

inspecting any account or book or documents of the

Company, except as conferred by stature or authorized

by the Board, or by a resolution of the Company in

General Meeting and no member, not being a Director

shall be entitled to require or receive any information

concerning the business, trading or customers of the

Company, or any trade secret or secret process of or used

by the Company.

Balance Sheet and

Profit and Loss

Account to be laid

before the

142. The Board shall at any date not later than eighteen

months after the incorporation of the Company and

subsequently once at least in every calendar year, lay

before the Company in Annual General Meeting a



Company each

year:

Balance sheet and a profit and loss account for the period.

in the case of first Annual General Meeting, beginning

with the incorporation of the Company and ending with

a day which shall not precede the day of the meeting by

more than 9 months, and in the case of the subsequent

Annual General Meetings, beginning with day

immediately after the period of which the account was

last submitted and ending with a day which shall not

precede the day of the Meeting by more than 6 months,

and if any extension has been granted by the' Registrar

under Section 166 of the Act, by more than six months

and the extension so granted.

Contents of Balance

Sheet:

143. The Balance sheet shall give a true and fair view of affairs

of the Company as at the end of the financial year

disclosing the general nature of the assets and liabilities

of the Company.

Form of Balance

Sheet:

144. The Balance sheet shall be in the form set out in Part I of

the Schedule VI of the Companies Act or as near thereto

as the circumstances admit

145. Every such account & balance sheet shall be accompanied

by a report of the Directors as to the state and condition

of the Company and as to the amount (if any) which they

recommend to be paid out of the profit by way of

dividend (or bonus) to the members and amount (if any)

which they propose to carry the reserve fund



Contents of Profits

and Loss Account:

146. The profit and loss account shall give a true and fair view

of the profit or loss of the Company for the financial year

and shall comply with the requirement of part 11 of

Schedule VI of the Companies Act 1 956 so far as they are

applicable thereto

Copies of Balance

Sheet and report to

be posted to all

members:

147. A copy of every such account and balance sheet duly

audited by the Auditors of Company together with the

reports of the Directors including agenda thereto, if any.

under Section 217(3) of the Act and the report of the

Auditors shall not be less than 21 days previous to the

date of the meeting at which they are to be laid before the

members, be posted to the registered address of every

member and also the Auditors in the manner in which

notices are hereinafter directed to be served

Appointment of

first auditors:

148. The first Auditor or Auditors of the Company shall be

appointed by the Board within one month of the date of

Registration of the Company and his or their

remuneration will he fixed by the Board. Such first

Auditor, or Auditors shall hold office until the conclusion

of the First Annual General Meeting of the Company.

Appointment and

remuneration of

auditors :

149. The Members of the Company shall at every Annual

General Meeting appoint an Auditor or Auditors to hold

office until the next Annual General Meeting and fix his

or their remuneration.

Power to fill up

Casual Vacancy in

150. The Directors may fill up any casual vacancy in the office

of an Auditor. The Auditor so appointed to the casual



the office of

auditors:

vacancy shall hold office only until the next Annual

General Meeting of the Company a, aforesaid. But while

such vacancy continues. the co-Auditors or Auditors (if

any) shall continue to act as Auditor or Auditors of the

Company till the next Annual General Meeting of the

Company

Regulations

regarding

appointment of an

auditor other than a

retiring auditor:

151. A person other than a retiring Auditor shall not be

capable of being appointed Auditor at an General

Meeting unless special notice of an intention to propose

some other person to the office of Auditor or to provide

expressly that the retiring Auditor shall not be

reappointed, has been given Company. The Company

shall forthwith send a copy of such notice to the retiring

Audit and shall go notice thereof to the members not less

than seven days before the meeting.

Power and duties of

auditors:

152. 1. Every Auditor of the Company shall have a right of

access at all tunes to the books and accounts and

vouchers of the Company, whether kept at the head office

of the Company or elsewhere, and shall be entitled to

require form the officers of the Company such

information and explanations as the Auditor may think

necessary for the performance of his duties as Auditor.

2. The Auditors shall make a report to the members of

the Company on the accounts examined by them, and on

every Balance sheet and profit and loss account and on

every other document declared by the Act to be part or

annexed to the balance sheet or profit and loss account



which are laid before the Company in general meeting

during his tenure of office, and the report shall be in

conformity with the provision of Section 227 of the

Companies Act and the rules made their under.

Auditor's right to

receive notice and

to attend any

general meeting:

153. The Auditors of the Company shall be entitled to receive

notice and to attend any General Meeting of the

Company and to be heard on any part of business which

concerns them as Auditors.

Mode of service of

notice:

154. a) A Notice may be given to the company to any member

either personally or by sending it by post to him to his

registered address or if he has no registered address in

India to the address if any within India supplied by him

to the Company for the giving of notice to him.

b) Where a notice is sent by post, service of the notice

shall be deemed to be effected by properly addressing,

preparing and posting a letter containing the notice, and

unless the contrary is proved at the expiration of forty

eight hours after the letter containing the same is posted.

Mode of service of

notice to members

having no

registered address

155. If a member has no registered address in India for giving

of notice to him it notice addressed to hurt and advertised

in a newspaper circulating in the neighborhood of the

registered office of the Company shall be deemed to be

duly given to him on the day on which the advertisement

appears.



Notice to person

entitled to the

shares on death etc.

of a member:

156. A notice may be given by the Company to the persons

entitled to a share in consequence of death or insolvency

of a member by sending it through the post in a prepaid

letter addressed to them by name or by the title or

representative of the deceased, or assignee of the

insolvent or by any like description, at the address (if any

in India supplied by giving notice in any manner in

which the same might have been given if the death or

insolvency has not occurred.

Notice of general

meeting to

Members:

157. Notice of every General meeting shall be given in the

same manner herein before authorized (a)to

every member of the Company except those members,

who having no registered address within India, have not

supplied to the Company an address within India for the

giving of notice to them and also to (b) every person

entitled to a share in consequence of the death or

insolvency of a member. who but for his; death or

insolvency would be entitled to receive notice of the

meeting

Indemnity : 158. Subject to the provisions of the Act, the Directors and

other officers for the time being, of the Company and the

trustee (if any) for the time being acting in relation to any

of the affairs of the Company and every one of them and

everyone of their heirs, executors and administrators,

shall be indemnified and secured harmless out of the

assets and profits of the Company from and against all

actions, costs, charges, loses, damages, expense, which



they or any one of them, their executors or administrators

shall or may incur or sustain by reason of any act done,

concurred in or omitted in the execution of their duty or

supposed duty in their respective offices or trusts except

such (if any) as they may incur or sustain through or by

their own willful negligence and default or the others of

them, or for joining in any receipt for the sake of

conformity with any bankers of other persons with whom

any money or effects belonging to the Company shall or

may be lodged or deposited for safe custody, or for the

insufficiency or deficiency of any security upon which

any money of or belonging to the Company shall be

placed or invested or for any other loss, misfortune or

damage which may happen in the execution of their

respective offices or trusts or in relation thereto except

those items as shall happen by or through their own

willful neglect or default.

SECRECY CLAUSES

Power To Enforce

Secrecy:

159. Every Director, Manager, Auditor, Trustee, Member of

the Committee of Directors Officers Agent, Accountant or

other person employed in the Business of the Company

shall if so required by the Board before entering upon his

duties. sign a declaration pledging himself to observe

strict secrecy respecting all transactions of the Company

with customers and others and shall by such declaration

pledge himself not to reveal any of the matters which

may come to his knowledge in the discharge of his duties

except which required to do so by the Board or by a court

of law or by the person to whom such matters relate and



except so far as may be necessary in order to comply with

any of the provisions contained in these presents.

Members' right to

enter upon property

and discovery of

information

restricted:

160. No member shall be entitled to enter upon the property

of the Company or to require discovery of or any

information respecting any details of the Company's

trading or any matter which is or may be in the nature of

a trade secret mystery of trade or secret process or which

may relate to the conduct of the business of the Company

and which in the opinion of the Board it will he

inexpedient in the interest of the company to

communicate to the public.

WINDING UP

Distribution of

assets in case of

winding up:

161. if the Company shall be would up and the assets

available for the distribution among the members shall be

insufficient to repay the whole of the pain up capital,

such assets shall be distributed so that as nearly as may

be, the losses shall be borne by the members in

proportion to the capital paid up or which ought to have

been paid at the commencement of the winding up on the

shares held by them respectively. And if in a winding up

the assets available for distribution among the members

shall be more than sufficient to repay the whole of the

capital paid up at the commencement of the winding up,

the excess shall be distributed amongst the members in

proportion to the capital paid up at the commencement of

the winding up or credited as paid up on the shares held

by them respectively. But this clause is to be without

prejudice to the rights of the holders of shares issued



upon special terms and conditions

Distribution of

assets in species:

162. If the Company shall be would up voluntarily or

otherwise. the liquidators may with the sanction of a

special resolution of the Company divide among the

contributories in specie of kind any part of the assets of

the Company and may in like manner vest any part of the

assets of the Company in trustees upon such terms for the

benefit of the contributories or any of them, as the

liquidators, with the like sanction shall think fit.

IX. DECLARATION

All relevant provisions of the Companies Act, 1956, and the guidelines issued by the

Government of India or the regulations issued by Securities and Exchange Board of

India, applicable, as the case may be, have been complied with and no statement

made in this Information Memorandum is contrary to the provisions of the

Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or the

rules made or guidelines or regulations issued there under, as the case may be, and

that all approvals and permissions required to carry on the business of our Company

have been obtained, are currently valid and have been complied with. We further

certify that all the statements in this Information Memorandum are true and correct.

For Shivalik Rasayan Limited

Sd/-

Suresh Kumar Singh

Managing Director

DIN: 00318015

Date: April 10, 2015

Place: New Delhi