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INFORMATION MEMORANDUM Private Confidential

VAKHARIA POWER INFRASTRUCTURE LIMITED

Reg. Office: 67, Regent Chambers, 208, Nariman Point, Mumbai – 400 021. Tel: +91-22-22828415; Fax: +91-22-22828415; E-mail: [email protected]

Contact Person: Mr. Kalpesh K. Sanghavi – Compliance Officer. Vakharia Power Infrastructure Limited was incorporated on September 9, 2011under the Companies Act, 1956. The

Company’s name has not been changed since incorporation.

INFORMATION MEMORANDUM FOR LISTING OF 30,273,600 EQUITY SHARES OF RE.1/- EACH FULLY PAID UP.

NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THIS

INFORMATION MEMORANDUM

GENERAL RISKS Investments in equity and equity related securities involve a degree of risk and investors should not invest in the equity shares of Vakharia Power Infrastructure Limited unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in the shares of Vakharia Power Infrastructure Limited. For taking an investment decision, investors must rely on their own examination of the Company including the risk involved.

ABSOLUTE RESPONSIBILITY OF VAKHARIA POWER INFRASTRUCTURE LIMITED Vakharia Power Infrastructure Limited, having made all reasonable inquiries, accepts responsibility for and confirms that this Information Memorandum contains all information with regard to Vakharia Power Infrastructure Limited, which is material that the information contained in this Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING The Equity Shares of Vakharia Power Infrastructure Limited is proposed to be listed on Bombay Stock Exchange Ltd (BSE) (the designated stock exchange).

REGISTRAR TO THE ISSUE

Sharex Dynamic (India) Private Limited Unit-1, Luthra Industrial Premises, 1st Floor, 44-E, M Vasanji Marg, Andheri-Kurla Road, Safed pool, Andheri(E), Mumbai 400072 Tel No: +91-22 2851 5606 / 2851 5644; Fax No: +91-22 2851 2885 E mail: [email protected] SEBI Registration No : INR000002102 Website : www.sharexindia.com

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TABLE OF CONTENTS SECTION PAGE SECTION I – GENERAL DEFINITIONS, ABBREVIATIONS AND INDUSTRY RELATED TERMS 3 to 4 PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA 5 CURRENCY OF PRESENTATION 6 FORWARD LOOKING STATEMENTS 7 SECTION II – RISK FACTORS INTERNAL RISK FACTORS 8 EXTERNAL RISK FACTORS 9 SECTION III – INTRODUCTION SUMMARY 10 to 11 GENERAL INFORMATION 12 CAPITAL STRUCTURE 13 to 17 SCHEME OF ARRANGEMENT 18 STATEMENT OF TAX BENEFITS 19 to 26 SECTION IV – ABOUT VAKHARIA POWER INFRASTRUCTURE LIMITED INDUSTRY OVERVIEW 27 BUSINESS OVERVIEW 28 HISTORY AND CORPORATE STRUCTURE OF THE COMPANY 28 to 29 OUR MANAGEMENT 30 to 31 CORPORATE GOVERNANCE 32 to 42 PROMOTER 43 to 45 PROMOTER GROUP 46 to 55 CURRENCY OF PRESENTATION 56 DIVIDEND POLICY 57 SECTION V- FINANCIAL STATEMENTS FINANCIAL INFORMATION OF THE COMPANY 58 to 76 GROUP COMPANIES FINANCIAL AND OTHER INFORMATION 77 to 79 SECTION VI- LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENT 80 to 82 SECTION VII- OTHER REGULATORY AND STATUTORY DISCLOSURES OTHER REGULATORY AND STATUTORY DISCLOSURES 83 to 85 SECTION VIII - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF OUR COMPANY MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF OUR COMPANY 86 to 111 SECTION IX – OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 112 DECLARATION 113

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SECTION I – GENERAL

DEFINITIONS CONVENTIONAL / GENERAL TERMS

Term Definition Act/ Companies Act The Companies Act, 1956 and amendments thereto from time to time Appointed Date September 1, 2011 Articles / Articles of Association

Articles of Association of Vakharia Power Infrastructure Limited

AS Accounting Standards issued by the Institute of Chartered Accountants of India Auditor / Statutory Auditor

Refers to our statutory auditor, Poladia & Co., Chartered Accountants, unless otherwise specified

Bankers to the Company Indian Overseas Bank – Breach Candy Branch.- Mumbai Board / Board of Directors

Board of Directors of Vakharia Power Infrastructure Limited

BSE The Bombay Stock Exchange Limited CAGR Compounded Annual Growth Rate CDSL Central Depository Services (India) Limited Company / Resulting Company / Transferee Company

Vakharia Power Infrastructure Limited (VPIL )

Demerger Company / Transferor Company / ESL

Everlon Synthetics Limited (ESL )

Demerged Undertaking Investment Business undertaking of the Demerged Company. Depositories Act The Depositories Act, 1996 and amendments thereto Designated Stock Exchange

Bombay Stock Exchange Limited, Mumbai, India

Effective Date October 18, 2012 EPS Earnings Per Share (EPS = Profit After Tax / No. of Equity Shares) Equity Shareholders Equity shareholders of the Company whose names appear as:

a. Beneficial owners as per the list to be furnished by the depositories in respect of the Equity Shares held in the electronic form and

b. On the Register of Members of the Company in respect of the Equity Shares held in physical form.

The terms shall also apply mutatis mutandis to ESL. FEMA The Foreign Exchange Management Act, 1999 FERA Foreign Exchange Regulation Act, 1973 FY Financial Year GDP Gross Domestic Product IAS International Accounting Standards ICAI Institute of Chartered Accountants of India IFRS International Financial Reporting Standards Indian GAAP Generally Accepted Accounting Principles in India IT Act The Income Tax Act, 1961 and amendments thereto IPO Initial Public Offer ISIN International Security Identification Number Memorandum /MOA Memorandum of Association of Vakharia Power Infrastructure Limited NAV Net Asset Value NRE Account Non-Resident External Account NRO Account Non-Resident Ordinary Account PAT Profit After Tax Record Date November 21, 2012 Registrar to the Issue or Registrar / Transfer Agent

Sharex Dynamic (India) Private Limited

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Registrar of Companies / RoC

100, Everest Building, Marine Drive, Mumbai – 400 002, Maharashtra, India

Scheme/The Scheme The Scheme of Arrangement between Everlon Synthetics Limited and Vakharia Power Infrastructure Limited and their respective shareholders approved by the Honorable High Court of Judicature at Bombay.

SEBI Securities and Exchange Board of India SEBI Act, 1992 Securities and Exchange Board of India Act, 1992 and amendments thereto SEBI ICDR The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and any

amendments thereto. SICA The Sick Industrial Companies (Special Provisions) Act, 1985 and amendments thereto Securities Act The United States Securities Act of 1933, as amended

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PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA

Unless stated otherwise, the financial data in this Information Memorandum is derived from our financial statements prepared in accordance with the Accounting Standards laid down by the Institute of Chartered Accountants of India. The Company was incorporated on September 9, 2011. The investment business of Everlon Synthetics Limited was transferred by way of de-merger to the Company from October 18, 2012 which has become effective from 1st September, 2011. The first financial year of the company closed on March 31, 2012 and Second year ended on March 31, 2013. However the Company has prepared financial statements, after incorporating the assets and liabilities, income and expenditure with respect to the Demerger Undertaking taken over by the Company from the Appointed Date. In this Information Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding-off. For definitions, please see the section titled “Definitions, Abbreviations and Industry Related Terms” of this Information Memorandum. All references to “India” contained in this Information Memorandum are to the Republic of India. All references to “Rupees” or “Rs.” or “`” are to Indian Rupees, the legal currency of the Republic of India. Unless stated otherwise, industry data used throughout this Information Memorandum has been obtained from industry publications. 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 is not guaranteed and their reliability cannot be assured. Although we believe that industry data used in this Information Memorandum is reliable, it has not been independently verified. The information, if any, included in this Information Memorandum about the various other companies is based on their respective Annual Reports and information made available by the respective companies.

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CURRENCY OF PRESENTATION In the Information Memorandum, all reference to the word “Lac/Lacs” means “one hundred thousand” and “million/mn./millions” means “ten lacs”, “Crore” means “ten millions” and “billion/bn./billions” means “one hundred crores”. Further, any discrepancies in any table / this Information Memorandum between the total and the sum of the amounts are due to rounding-off. Throughout the Information Memorandum, currency figures have been expressed in “Lakhs /Lacs /Lac” except those, which have been reproduced/ extracted from sources as specified at the respective places. All references to “India” contained in this Information Memorandum are to the Republic of India. All references to “Rupees” or “Rs.” or “INR” or “`”are to Indian Rupees, the official currency of the Republic of India.

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FORWARD LOOKING STATEMENTS We have included statements in this Information Memorandum, that contain words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “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 our expectations include, among others:

• General economic and business conditions in India and other countries; • Our ability to successfully implement our strategy; • Changes in the value of the Rupee and other currency changes; • Changes in Indian or international interest rates; • Changes in laws and regulations in India; • Changes in political conditions in India; and • Changes in the foreign exchange control regulations in India.

For further discussion of factors that could cause our actual results to differ, see the section titled “Risk Factors” of this Information Memorandum. By their nature, certain risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. We do not have any obligation to, and do not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.

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SECTION II – RISK FACTORS

An investment in equity shares involves a high degree of risk. You should carefully consider all of the information in this Information Memorandum, including the risks and uncertainties described below. If any of the following risks actually occur, our business, financial condition and results of operations could suffer, the trading price of our Equity Shares could decline, and you may lost all or part of your investment. INTERNAL RISK FACTORS

1. Investment Risk The Demerged Undertaking taken over by the Company has share holdings in various companies as on the Appointed Date i.e. September 01, 2011,the book value of all such investments is `273.16Lacs.As on September 30,2013,tThe book value of all such investments is `276.00Lacs We rely on the ability of our investee companies to generate earnings and pay dividends to us, and any decline in the earnings of the investee companies or their ability to pay dividends to us would materially and adversely affect our earnings and operational flexibility. We cannot assure you that the operating companies, in which we are holding shares, will generate sufficient earnings and cash flows to pay dividends or otherwise distribute sufficient funds to enable us to meet our obligations and expenses or declare dividends. The ability of the said operating companies to pay dividend depends on their business considerations. Accordingly, we cannot assure you that the operating companies or our Company will be able to pay dividends. We will have to provide for diminution in value of investments in respect of shareholdings in various companies, if such diminution is considered to be of permanent nature. If the market conditions turn adverse and / or if the realizable value / share price of the investee company falls below our cost price for any reasons, and we decide to sell these shares, such transaction may result in loss. This will impact the profitability of the Company.

2. Dependence on management team

We are highly dependent on Board of Directors of the company, and the loss of any of them may affect our business performance.

3. Regulatory Risk The business operations of the Demerged Undertaking i.e. investment business which are monitored by various regulatory bodies like Securities and Exchange Board of India, Reserve Bank of India, FIPB, Stock Exchanges, etc. Any change in regulatory bodies may affect our business operation of our company.

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EXTERNAL RISK FACTOR

1. A slowdown in economic growth in India could cause the business to suffer Any slowdown in the growth of Indian economy or future volatility in global financial market, could adversely affect the business, including the future financial performance, shareholders’ funds and ability to implement strategy and the price of the Equity Shares.

2. Significant change in the Government’s economic liberalization and deregulation policies

The Government’s economic policies have had and could continue to have a significant effect on public and private sector entities, and on market conditions and prices of Indian securities. 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 Company’s Equity Shares.

3. Decline in India’s foreign exchange reserves At present, India’s foreign exchange reserve is one of the largest in the world. A decline in forex reserves could result in reduced liquidity and higher interest rates in the Indian economy. Reduced liquidity or an increase in interest rates in the economy following a decline in foreign exchange reserves could adversely affect business and financial performance of the Company and the price of Equity Shares.

4. Downgrading of India’s debt rating

Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may adversely impact the ability to raise additional financing from domestic and overseas markets, and the interest rates and other commercial terms at which such additional financing is available. This could have a material adverse effect on the business and financial performance and adversely affect the ability to raise resources at competitive rates.

5. Sensitivity to the economy and extraneous factors

The Company’s performance is highly correlated to the performance of the economy and the financial markets. The health of the economy and the financial markets in turn depends on the domestic economic growth, state of the global economy and business and consumer confidence, among other actors. Any event disturbing the dynamic balance of these diverse factors would directly or indirectly affect the performance of the Company.

6. Terrorist attacks and other acts of violence or war involving India

Terrorist attacks and other acts of violence or war may negatively affect the Indian stock markets and also adversely affect the global financial markets. These acts may also result in a loss of business confidence and have other consequences that could adversely affect the business, results of operations and financial condition. India has also witnessed civil disturbances in recent years and it is possible that future civil unrest as well as other adverse social, economic and political events in India could have an adverse impact on the Company. Military activity or terrorist attacks in the future could influence the Indian economy by disrupting communications and making travel and transportation more difficult. Such political tensions could create a greater perception that investments in Indian companies involve a higher degree of risk. This, in turn, could have a material adverse effect on the market for securities of Indian companies, including the Equity Shares

7. After this listing, the prices of our Company’s equity shares may be volatile, or an active trading market for our Company’s equity shares may not develop. There has been no public market for our Company’s equity shares till now and the prices of our Company’s equity shares may fluctuate after this listing. There can be no assurance that an active trading market for the equity shares will develop or be sustained after this listing. Our Company’s share price could be volatile. This section should be read in conjugation with the section titles “Outstanding Litigation and Material Developments.

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INTRODUCTION

SUMMARY You should read the following summary together with the risk factors and the more detailed information about us and our financial results included elsewhere in this Information Memorandum. Industry Overview Introduction Asian Capital Markets continue to grow faster than that of any other region – capital market assets of Asia grew by 20 per cent 2002-2007 and 3 per cent between 2007-2011 periods. Similarly, financial penetration (financial assets/GDP) of Asia increased from 158 per cent in 2002 to 170 per cent in 2011. However, Asia’s financial penetration is still below Americas and EMEA financial penetration of 300 and 200 percent respectively. Stronger growth in capital markets assets also benefited the intermediaries that support the origination and trading of these instruments – Asia’s share in the global capital market and investment banking revenue pool increased from 16 per cent in 2005 to 24 per cent in 2011. Business Summary In terms of the Scheme of Arrangement between Everlon Synthetics Limited (ESL) and Vakharia Power Infrastructure Limited (VPIL) and their respective Shareholders, which became effective on October 18, 2012, the Investment Business Undertaking of ESL stood transferred to and vested with the Company. Pursuant to the Scheme of Arrangement, the Investment business of Everlon Synthetics Limited has been demerged into the Company i.e. Vakharia Power Infrastructure Limited. The investment details as on September 30, 2013 held by the company are as under:

Sr. No. Investee Company Face Value (Rs.)

No. of Equity Shares

1 Adani Power limited 10/- 2000 2 Anjani Synthetics Limited 10/- 17200 3 Ashok Layland Limited 1/- 1400 4 Bharti Airtel Limited 5/- 1000 5 Binani Industries Limited 10/- 2000 6 Chambal Fertlisers Limited 10/- 7500 7 Dena Bank Limited 10/- 4398 8 Development Credit Bank (DCB) 10/- 2000 9 EIH Limited 2/- 3816 10 Essar Oil Company Limited 10/- 1500 11 Excel Crop Care Limited 5/- 2450 12 Futura Polyester Limited 10/- 4000 13 Gujarat State Petronet Limited 10/- 2000 14 Hindalco Industries Limited 1/- 5500 15 IDBI Bank Limited 10/- 6900 16 IDFC Limited 10/- 6000 17 IFCI Limited 10/- 6000 18 India Nippon Limited 10/- 2732 19 Indian Hotels Limited 1/- 535 20 Indian Overseas Bank 10/- 8850 21 Innovassynth Investment Limited 10/- 2172 22 Jaipan Industries Limited 10/- 5840 23 JBF Industries Limited 10/- 500 24 Jet Airways Limited 10/- 1950 25 JM Financial Limited 1/- 6800

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27 K.S Oil Limited 1/- 4000 28 Karnataka Bank Limited 10/- 1000 29 Koffee Beak Products Limited 1/- 7000 30 L & T Finance Holding Limited 10/- 1500 31 L & T Limited 2/- 1832 32 Mahaan Industries Limited 10/- 2000 33 Neyveli Lignite Limited 10/- 1050 34 NHPC Limited 10/- 2000 35 Nirlon Limited 10/- 2831 36 NTPC Limited 10/- 2000 37 Petronet LNG Limited 10/- 5000 38 Pidilite Industries Limited 1/- 500 39 Pipavav Defence Limited 10/- 500 40 Power Finance Corporation Limited 10/- 4500 41 Power Grid Corporation Limited 10/- 1175 42 Punjab Chem & Crop Limited 10/- 1600 43 Reliance Capital Limited 10/- 1000 44 Reliance Communications Limited 5/- 3400 45 Reliance Industries Limited 10/- 7500 46 Reliance Power Limited 10/- 1000 47 Rural Electrifications Corp Limited 10/- 500 48 Salzer Electronics Limited 10/- 53810 49 Sharp India Limited 10/- 23521 50 Shree Digvijay Cement Limited 10/- 1000 51 SM Dyechem Limited 10/- 10 52 Southern Petrochemicals Limited 10/- 1499 53 Sterlite Technologies Limited 2/- 1000 54 Tata Chemicals Limited 10/- 200 55 Tata Power Limited 1/- 1250 56 Tata Steel Limited 10/- 1550 57 Tata Tele - services Limited 10/- 11333 58 Titan Industries Limited 1/- 1000 59 Transawarranty Finance Limited 10/- 2352 60 Voltas Limited 1/- 1244 61 Welspun Corp Limited 5/- 6550 62 Welspun Synthetics Limited 10/- 10821 63 Yes Bank Limited 10/- 1175

The Company’s main source of income presently will be the return from its investments in these operating Companies. None of these operating companies is a subsidiary of the Company. Please refer to the RISK FACTOR about Vakharia Power Infrastructure Limited for more details. Business Re-organisation The re-organisation of businesses as contemplated in the Scheme is beneficial to both the companies and their shareholders as it will enhance shareholder value. The current Equity Shareholders of the Everlon Synthetics Limited would continue to remain its shareholders as also become shareholders of the Resulting Company, thereby giving them an opportunity to participate in the management, operations, decision-making and profits of both the companies. It also gives the shareholders the flexibility to invest in only one of the two listed companies. Financial, Operating and Other Data For information on Financial, Operating and Other Data, please refer to Chapter V “Financial Information” on page no. 58 to 76 of this Information Memorandum.

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GENERAL INFORMATION Vakharia Power Infrastructure Limited was incorporated on September 9, 2011 under the Companies Act, 1956. The Company’s name was not changed since incorporation. Address of the Registered Office of the Company: 67, Regent Chambers, 208, Nariman Point, Mumbai – 400021 Tel. No.: 022 2282 8415 – 2204 9233 Fax No.: 022 22870540 Corporate Identification Number (CIN): U40102MH2011PLC221715 Address of Registrar of Companies: 100, Everest Building, Marine Drive, Mumbai – 400 002, Maharashtra, India

Board of Directors as on the date of filing of the Information Memorandum:

Sr. No. Name 1 Mr. Jitendra K. Vakharia 2 Mrs.Varsha J Vakharia 3 Mr. Kamlesh C Sanghavi 4 Mr. Dinesh P.Turakhia

For further details of the Board of Directors of the Company, please see refer to page [•] of the Section titled “Our Management” of this Information Memorandum. Compliance Officer: Mr. Kalpesh K. Sanghavi (Compliance Officer), Email:[email protected] Tel No.:- 022 22828415 Bankers to the Company: Indian Overseas Bank 65, Mazda Mansion, Bhulabhai Desai Road, Mumbai – 400 036 Tel No.: 022- 23672618 Fax No.: 022- 23678691 Email Id: [email protected] Contact Person: Mr. D. K. Puri.

Auditors of the Company M/s P. T. Poladia & Company, (Chartered Accountants) C/ 81 Anant Chayya, 353 / 3 R B Mehta marg. Ghatkopar (E), Mumbai 400 067 Tel No.: 022 25067828 Email Id: [email protected] Contact Person: Mr. Padamkumar T. Poladia

Registrar and Transfer Agent: Sharex Dynamic (India) Pvt. Ltd. Unit-1, Luthra Industrial Premises, 1st Floor, 44-E, M Vasanji Marg, Andheri-Kurla Road, Safed pool, Andheri(E), Mumbai 400072. Tel No: +91-22 2851 5606 / 2851 5644; Fax No: +91-22 2851 2885 E mail: [email protected] SEBI Registration No : INR000002102 Website: www.sharexindia.com

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CAPITAL STRUCTURE SHARE CAPITAL Consequent to issue and allotment of shares pursuant to the Scheme, the Share Capital of the Company is as follows

Particulars Aggregate Value (` Lacs)

A. Authorised Capital 3,25,00,000 Equity Shares of `1/- each 325.00

B. Equity Capital after the implementation of the Scheme 3,02,73,600 Equity shares of `1/- each 302.74

C. Share Premium Account Before the Scheme Nil After the Scheme Nil

1. The Authorized Share Capital of the Company at the time of incorporation was ` 5,00,000/- divided into

50,000 equity shares of ` 10/- each. 2. Authorized Share Capital of the Company has been increased to ` 3,20,00,000, divided into

3,20,00,000 Equity shares of ` 1/- each in terms of Clause 7.6 of the Scheme. 3. As per the Clause 7.2 of the Scheme, the Board of Directors of the Company has issued and allotted on

23rd November 2012, 3,02,73,600 Equity Shares of `.1/- each fully paid-up to the eligible members of Everlon Synthetics Limited (ESL) whose name appeared in the Register of Members as on the Record Date.

4. Prior to the allotment of shares as per the Scheme, the Issued, Subscribed, and Paid up Share Capital of the Company was 5,00,000 divided into 50,000 equity shares of `10/- each, which in terms of Clause 7.10 of the Scheme, have been cancelled.

1. Notes to the Capital Structure: Details of changes in Authorised Share Capital since incorporation

Date of Change Particulars AGM/

EGM Face Value

(In `)

Increased Authorised Capital

(No. of shares) 09.09.2011

(Incorporation) 50,000 Equity shares of ` 10 each - 10/- 50,000

Reclassification of equity shares from ` 10/- to ` 1/- 18.10.2012 5,00,000 Equity shares of ` 1/- each EGM 1/- 5,00,000 18.10.2012 3,20,00,000 Equity shares of ` 1/- each EGM 1/- 3,25,00,000

2. Equity Share Capital Build Up:

Date of Issue/ Allotment

No. of Equity Shares

Face Value

(`)

Issue Price

(`)

Nature of payment of

consideration

Nature of Allotment Cumulative Issued Capital (`)

09.09.2011 (Incorporation)

50,000 10 10 Cash Subscription to Memorandum of Association

@@

23-11-2012 30273600 1 0 Allotment As per Scheme of Arrangement 3,02,73,600

@@ cancelled subsequently pursuant to Scheme of Arrangement.

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3. The shareholding pattern of the Resulting Company i.e. VAKHARIA POWER INFRASTRUCTURE

LIMITED before Scheme of Arrangement and the Record date i.e. as on November 21, 2012 is as under:-

@@ cancelled subsequently pursuant to Scheme of Arrangement.

Total Shareholding as a % of total No. of Shares

Shares pledged or otherwise

encumbered Category of Shareholder

No. of Shareholders

Total No. of Shares

Total No. of Shares held in Dematerialized

Form As a % of (A+B)

As a % of (A+B+C)

Number of

shares

As a % of Total No. of Shares

(A) Shareholding of Promoter and Promoter Group

(1) Indian Individuals / Hindu Undivided Family 2 2000 - 0.40 0.40 - -

Sub Total 2 2000 - 0.40 0.40 - - (2) Foreign - - - - - - -

Total shareholding of Promoter and Promoter Group (A)

2 2000 - 0.40 0.40 - -

(B) Public Shareholding

(1) Institutions - - - - - - - (2) Non-Institutions Bodies Corporate 1 494000 - 98.80 98.80 - - Individuals Individual shareholders holding nominal share capital up to ` 1 lakh

4 4000 - 0.80 0.80 - -

Individual shareholders holding nominal share capital in excess of ` 1 lakh

- - - - - - -

Any Others (Specify) - - - - - - - Non Resident Indians - - - - - - - Sub Total 5 498000 - 99.60 99.60 - - Total Public shareholding (B) 5 498000 - 99.60 99.60 - -

Total (A)+(B) 7 500000 - 100.00 100.00 - - (C) Shares held by Custodians and against which Depository Receipts have been issued

- - - - - - -

Total (A)+(B)+(C) 7 @@500000 - 100.00 100.00 - -

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4 The shareholding pattern of the Resulting Company i.e. VAKHARIA POWER INFRASTRUCTURE

LIMITED after allotment under the Scheme of Arrangement as on September 30,2013.




No. of Shareholders

Total No. of Shares



As a % of (A+B+C)

Number of

shares



(1) Indian Individuals / Hindu Undivided Family 7 14428074 14428074 47.659 47.659 - -

Bodies Corporate 3 2711298 2711298 8.956 8.956 - - (2) Foreign - - - - - - -


10 17139372 17139372 56.615 56.615 - -


(1) Institutions - - - - - - - (2) Non-Institutions Bodies Corporate 36 458778 444978 1.515 1.515 - - Individuals Individual shareholders holding nominal share capital up to ` 1 lakh

2780 6801138 3580728 22.466 22.466 - -


10 3324330 3324330 10.981 10.981 - -

Any Others (Specify) - - Non Resident Indians 11 2549982 2531982 8.423 8.423 - - Sub Total 2837 13134228 9882018 43.385 43.385 - - Total Public shareholding (B) 2837 13134228 9882018 43.385 43.385 - -

Total (A)+(B) 2847 30273600 27021390 100.00 100.00 - - (C) Shares held by Custodians and against which Depository Receipts have been issued

- - - - - - -

Total (A)+(B)+(C) 2847 30273600 27021390 100.00 100.00 - -

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5 The Shareholding of the Promoter & Promoter Group as on September 30, 2013. As on the date of this Information Memorandum, the Promoter and the Promoter groups share holding of the Company is as under:

Name of the Shareholders No of shares allotted

(Under the Scheme) Total no. of

Shares Percentage %

of Holding Promoters: Jitendra K Vakharia 3036000 3036000 10.029 Varsha J Vakharia 1639920 1369920 5.417 Promoter Group: M/s Vakharia Financial Services Ltd 229698 229698 0.759 M/s Vakharia Synthetics Pvt. Ltd 993600 993600 3.282 M/s Everlon Solar Energy Pvt. Ltd 1488000 1488000 4.915 Mr. Kantilal V. Vakharia (HUF) 324000 324000 1.070 Mr. Jitendra K. Vakharia (HUF) 4513188 4513188 14.908 Mr. Dhiren U. Dadia 1189632 1189632 3.930 Mrs. Lina Dhiren Dadia 1373328 1373328 4.536 Ms. Prachi J.Vakharia 2352006 2352006 7.769

TOTAL 17139372 17139372 56.615 6. Promoters’ Contribution and Lock-in:

There are no Shares held under lock-in by shareholders in the Resulting Company i.e. VPIL. 7. Details of Purchase and Sale of securities of our Company by the Promoter and Directors, in the last 6

months The Promoters of the Company, their relatives and associates and its directors have not purchased or sold or

financed, directly or indirectly, any equity shares of VPIL from the date of approval of the Scheme by the High Court of Judicature at Bombay till the date of submission of this Information Memorandum.

8. Details regarding Top 10 Shareholders:

As on date of filing the Information Memorandum with Stock Exchange as on September 30, 2013

S. No Name of Shareholder No of Shares % age holding 1 Jitendra K.Vakharia (HUF) 4513188 14.908 2 Jitendra K.Vakharia 3036000 10.029 3 Prachi J.Vakharia 2352006 7.769 4 Varsha J.Vakharia 1639920 5.417 5 Everlon Solar Energy Private Limited 1488000 4.915 6 Lina Dhiren Dadia 1373328 4.536 7 Abirami Arunachalam 1200000 3.964 8 Dhiren U.Dadia 1189632 3.930 9 Vakharia Synthetics Private Limited 993600 3.282

10 Ami Dhiren Dadia 800886 2.645

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A. As on 10 days before the date of filing the Information Memorandum with Stock Exchange:

S. No Name of Shareholder No of Shares % age holding 1 Jitendra K.Vakharia (HUF) 4513188 14.908 2 Jitendra K.Vakharia 3036000 10.029 3 Prachi J.Vakharia 2352006 7.769 4 Varsha J.Vakharia 1639920 5.417 5 Everlon Solar Energy Private Limited 1488000 4.915 6 Lina Dhiren Dadia 1373328 4.536 7 Abirami Arunachalam 1200000 3.964 8 Dhiren U.Dadia 1189632 3.930 9 Vakharia Synthetics Private Limited 993600 3.282

10 Ami Dhiren Dadia 800886 2.645

B) As on Date of Incorporation

S. No Name of Shareholder No of Shares % age holding 1 Everlon Synthetics Limited 49400 98.800 2 Varsha Jitendra Vakharia 100 0.200 3 Jitendra Kantilal Vakharia 100 0.200 4 Vivek Mane 100 0.200 5 Dinesh P. Turakhia 100 0.200 6 Ashok C. Jain 100 0.200 7 Pradeep K. Pareek 100 0.200

TOTAL @@ 50000 100.00 @@ cancelled subsequently pursuant to Scheme of Arrangement.

9. The Company had only 7 (Seven) shareholders at the time of incorporation. 10. As on the date of this Information Memorandum, there are no outstanding warrants / instruments /

agreements which give right to any person to take the Equity Shares in Vakharia Power Infrastructure Limited at any future date.

11. There was no further issue of capital by the Company whether by way of issue of bonus shares, preferential allotment, rights issue or in any other manner during the period commencing from the date of approval of the Scheme by the High Court till listing of the Equity Shares allotted as per the Scheme.

12. There is only one denomination for the Equity Shares of the Company, subject to applicable regulations and the Company will comply with such disclosure and accounting norms specified by SEBI, from time to time.

13. The Company has 2847 members as on September 30, 2013 the date of filing this Information Memorandum.

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SCHEME OF ARRANGEMENT

Rationale of the Scheme of Arrangement:

1) Everlon Synthetics Limited (ESL) is engaged in the business of manufacturing and selling polyester texturised yarn and polyester twisted yarn in India and holding investments through Investment Division. The Board of Directors of ESL, recognised the fact that there is a need to concentrate on the core business of the Company and with this objective in mind, it was thought appropriate to re-organise its businesses by way of demerger of Investment Division into the Vakharia Power Infrastructure Limited (‘Resulting Company’).

2) The re-organisation of businesses as contemplated in the Scheme is beneficial to both the companies and

their shareholders as it will enhance shareholder value. The current Equity Shareholders of the Everlon Synthetics Limited would continue to remain its shareholders as also become shareholders of the Resulting Company, thereby giving them an opportunity to participate in the management, operations, decision-making and profits of both the companies. It also gives the shareholders the flexibility to invest in only one of the two listed companies.

3) The re-organisation of businesses as contemplated in the Scheme would, inter alia, will also have the

following benefits :

a. The separation of non-core business from the core business and independent management of each of the businesses will ensure required depth and focus on each of the businesses and adoption of strategies necessary for the growth of respective businesses.

b. Greater internal control on the business processes by combining similar businesses together and ease of decision-making of the respective verticals.

c. The nature of technology, risk and competition involved in each of the businesses is distinct from each other. Consequently each business or undertaking is capable of addressing independent business opportunities, deploying different technologies and attracting different sets of investors, strategic partners, lenders and other stakeholders.

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STATEMENT OF TAX BENEFITS To The Board of Directors, Vakharia Power Infrastructure Limited, Mumbai – 400 021. Dear Sirs, Sub: Statement of possible tax benefits available to the Company and its Shareholders. We hereby confirm that the enclosed annexure states the possible tax benefits available to Vakharia Power Infrastructure Limited (the Company) and its shareholders under the current tax laws presently in force in India. Several of these benefits are dependent on the company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the IT Act. Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which is based on the business imperatives, the company may or may not choose to fulfill. The benefits discussed in the Annexure are not exhaustive and the preparation of the contents stated is the responsibility of the Company’s management. We are informed that this statement is only intended to provide general information to the investors and hence is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences, the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue. Our confirmation is based on the information, explanations and representations obtained from the company and on the basis of our understanding of the business activities and operations of the company and the interpretation of the current tax laws in force in India. We do not express any opinion or provide any assurance as to whether: The company or its shareholders will continue to obtain these benefits in future; or The conditions prescribed for availing the benefits, where applicable have been/would be met. The Finance minister tabled the Direct Tax Code Bill, 2010 (-DTC 2010) in the Parliament on August 30, 2010. And Finance Bill 2013 on 28th February 2013.Please note that we have not considered the provisions of DTC 2011 and Finance Bill 2013 for the purpose of this statement. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to such changes. We shall not be liable to any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this assignment, as finally judicial determined to have resulted primarily from bad faith or intentional misconduct. We will not be liable to any other person in respect of this statement. Yours faithfully For Poladia & Co. Chartered Accountants Sd/- Proprietor Registration No. 128274 W Membership No. 038757 Dated: 28-02-2013

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Statement of Possible Tax Benefits Available to

Vakharia Power Infrastructure Limited and Its Shareholders

I. SPECIAL TAX BENEFITS

A. Statement of Special Tax Benefits

There are no special tax benefits available to the company and its shareholders under the Income Tax Act, 1961.

II. GENERAL TAX BENEFITS

A. Benefits to the company under Act

1. Dividends exempt under section 10(34) and 10(35) of the Income Tax Act (IT Act).

Dividend (whether interim or final) received by the company from its investment in shares of another domestic company would be exempted in the hands of the company as per the provisions of section 10(34) read with section 115-O of the IT Act. In terms of section 10(35) of the IT Act, any income received from units of a Mutual Fund specified under section 10(23D) of the IT Act or Administrator of the Specified Undertaking or Specified Company is exempt from tax, subject to such income not arising from the transfer of these units.

2. Computation of capital gains

Capital assets are to be categorized into short-term capital assets and long-term capital assets based on the period of holding. All capital assets except shares held in a company or any other security listed in a recognized stock exchange in India or units of Unit Trust of India (‘UTI’) or Mutual Fund units specified under section 10(23D) of the IT Act or zero coupon bonds are considered to be long-term capital assets, if they are held for a period exceeding thirty-six months. Shares held in a company or any other security listed in a recognized stock exchange in India or UTI or Mutual Fund units specified under section 10(23D) of the IT Act or zero coupon bonds are considered as long-term capital assets, if these are held for a period exceeding twelve months.

As per the provisions of section 10(38) of the IT Act, long term capital gain arising to the company from transfer of a long term capital asset being an equity share in a company listed on a recognized stock exchange in India, shall be exempt from tax, if such sale is entered into on or after October 1, 2004, and the transaction is chargeable to Securities Transaction Tax (‘STT’).

As per the provisions of section 112 of the IT Act, long-term capital gains other than those covered under section 10(38) of the IT Act are subject to tax at a rate of 20% (plus applicable surcharge and cess). However, proviso to section 112(1) specifies that if the long-term capital gains other than those covered under section 10(38) of the IT Act arising on transfer of listed securities or units or zero coupon bond, calculated at the rate of 20% with indexation benefit exceeds the capital gains computed at the rate of 10% without indexation benefit, then such capital gains are chargeable to tax at the rate of 10% without indexation benefit (plus applicable surcharge and education cess).

However, from Assessment Year 2007-2008, such long-term capital gains will be included while computing book profits for the purpose of payment of Minimum Alternate Tax (“MAT”) under the provisions of section 115JB of the IT Act. As per provisions of section 111A of the IT Act, short term capital gains arising from transfer of short term capital asset, being an equity share in a company or a unit of an equity oriented mutual fund shall be taxable at the rate of 15% (plus applicable surcharge and education cess), if such sale is entered into on or after October 1, 2004 and the transaction is chargeable to STT.

21

As per section 71 read with section 74, Short term capital loss arising during a year is allowed to be set -off against short term as well as long term capital gains for subsequent 8 years.

As per section 71 read with section 74, Long term capital loss arising during a year is allowed to be set -off only against long term capital gains of the said year. Balance loss, if any, should be carried forward and set -off against subsequent years long term capital gains for subsequent 8 years. As per the provisions of section 54EC of the IT Act and subject to the conditions specified therein, long term capital gains arising to the Issuer {other than those exempt under section 10(38)} shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six months from the date of transfer. If only part of the capital gain is so reinvested, the exemption shall be proportionately reduced. However, if the Assesses transfers or converts the notified bonds into money within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which such bonds are transferred or otherwise converted into money. The maximum investment permissible for the purposes of claiming the exemption in the above bonds by any person in a financial year is. ` 50 Lacs.

3. Shares held as stock-in-trade Gains or losses arising on shares held as stock-in-trade would be chargeable under the head “Profits and Gains of Business or Profession”. In terms of Section 36(1) (xv) STT paid in respect of taxable securities transactions entered into in the course of business during the year shall be deductible if the income arising from such taxable securities transactions is considered as business income.

4. Securities Transaction Tax In terms of STT, transactions for purchase and sale of the securities in the recognized stock exchange by the shareholder will be chargeable to STT. As per the said provisions, any delivery based purchase and sale of equity share in a company through the recognized stock exchange is liable to securities transaction tax @ 0.125% of the value payable by both buyer and seller individually.

The non-delivery based sale transactions are liable to tax @ 0.025% of the value payable by the seller.

5. Depreciation

Subject to compliance with certain conditions laid down in Section 32 of the IT Act, the Company will be entitled to deduction for depreciation:

i. In respect of tangible assets (being buildings, machinery, plant or furniture) and intangible assets (being know-how, patents, copyrights, trademarks, licenses, franchises or any other business or commercial rights of similar nature acquired on or after 1st day of April, 1998) at the rates prescribed under the Income-tax Rules, 1962;

ii. In case of new machinery or plant that is acquired by the company (other than ships and

aircrafts), the company is entitled to a further sum equal to twenty per cent of the actual cost of such machinery or plant subject to conditions specified in Section 32 of the IT Act

Unabsorbed depreciation, if any, for an assessment year can be carried forward & set off against income from any other source in the subsequent assessment years as per section 32 subject to the provisions of section 72(2) and section 73(3) o f the IT Act.

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6. Deferred Revenue Expenditure

Under section 35D of the IT Act , the Company will be entitled to a deduction equal to 1/5th of the expenditure incurred of the nature specified in the said section, including expenditure incurred on present issue, such as underwriting commission, brokerage and other charges, as specified in the provision, by way of amortisation over a period of 5 successive years, beginning with the previous year in which the business commences or after the commencement of its business in connection with the extension of its industrial undertaking or in connection with setting up a new industrial unit, subject to the stipulated limits.

7. MAT Credit

In terms of section 115JAA(1A), the company is eligible to claim credit for any tax paid as MAT under section 115JB of the IT Act for any Assessment Year commencing on or after April 1, 2006 against normal income tax payable in subsequent assessment years as prescribed. MAT credit eligible in subsequent years is the difference between MAT paid and the tax computed as per the normal provisions of the IT Act. Such MAT credit will be available for set-off up to ten years succeeding the year in which the MAT credit initially arose.

8. Dividend Distribution tax

Dividends declared/distributed/paid by the Issuer is subject to dividend distribution tax @ 15% (plus applicable surcharge and education cess). As per Section 115O(1A), for the purpose of calculating dividend distribution tax, the aforesaid amount of dividend shall be reduced by the amount received by the Issuer from its subsidiaries by way of dividend during the financial year provided the subsidiaries have paid dividend distribution tax.

B. Benefits to the Resident shareholders of the company under the IT Act

1. Dividends exempt under section 10(34) of the IT Act

Dividend (whether interim or final) received by a resident shareholder from its investment in shares of a domestic company would be exempt in the hands of the resident shareholder as per the provisions of section 10(34) read with section 115-O of the IT Act.


The provisions of law outlined in paragraph A (2) would also be applicable to resident shareholders where shares are held as investments. However, no surcharge will be applicable to the shareholder other than company.

Further, as per the provisions of section 54F of the IT Act and subject to conditions specified therein, long-term capital gains other than a capital gains arising on sale of resident house and those covered under section 10(38) of the IT Act arising to an individual or Hindu Undivided Family (‘HUF’) on transfer of shares of the company will be exempted from capital gains tax, if the net consideration from such shares are used for either purchase of residential house property within a period of one year before or two years after the date on which the transfer took place, or for construction of residential house property within a period of three years after the date of transfer.

However, if the resident shareholder transfers the residential house property within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable in such year.

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3. Rebate under section 88E of the IT Act As per the provisions of section 88E of the IT Act, where the business income of a resident shareholder includes profits and gains from sale of taxable securities, a rebate shall be allowed from the amount of income tax, equal to the securities transaction tax paid on such transactions. However, the amount of rebate shall be Limited to the amount arrived at by applying the average rate of income tax on such business income.

C. Benefits to the Non-resident shareholders of the company other than Foreign Institutional Investors

and Foreign Venture Capital Investors

The characterization of gains / losses, arising from sale of shares, as capital gains or business income would depend on the nature of holding in the hands of the member and various other factors.


Dividend (whether interim or final) received by a non-resident shareholder from its investment in shares of a domestic company would be exempt in the hands of the non-resident shareholder as per the provisions of section 10(34) read with section 115-O of the IT Act.


Benefits outlined in paragraph B(2) above are also available to a non-resident shareholder except that as per first proviso to Section 48 of the IT Act , the capital gains arising on transfer of capital assets being shares of an Indian Company need to be computed by converting the cost of acquisition, expenditure in connection with such transfer and full value of the consideration received or accruing as a result of the transfer into the same foreign currency in which the shares were originally purchased.

The resultant gains thereafter need to be reconverted into Indian currency. The conversion needs to be at the prescribed rates prevailing on dates stipulated. Further, the benefit of indexation as provided in second proviso to Section 48 is not available to non-resident shareholders. The aforesaid manner of computation of capital gains will be applicable in respect of capital gains accruing/ arising from every reinvestment thereafter and sale of shares or debentures of an Indian company including those made in the Company.

Further, no surcharge will be applicable to the shareholder other than company.

3. Rebate under section 88E

As per the provisions of section 88E, where the business income of a non-resident shareholder includes profits and gains from sale of taxable securities, a rebate shall be allowed from the amount of income tax, equal to the securities transaction tax paid on such transactions. However, the amount of rebate shall be Limited to the amount arrived at by applying the average rate of income tax on such business income.

4. Tax Treaty Benefits

As per section 90(2) of the IT Act, the provisions of the IT Act would prevail over the provisions of the tax treaty to the extent they are more beneficial to the non-resident shareholder. Thus, a non-resident shareholder can opt to be governed by the beneficial provisions of an applicable tax treaty.

5. Non-Resident Indian taxation

Non-Resident Indians [as defined in Section 115C (e) of the IT Act], being shareholders of an Indian Company, have the option of being governed by the provisions of Chapter XII-A of the IT

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Act, which inter alia entitles them to the following benefits in respect of income from shares of an Indian Company acquired, purchased or subscribed to in convertible foreign exchange. As per the provisions of Section 115E of the IT Act, income [other than dividend which is exempt under Section 10(34)] from investments and Long term capital gain from assets (other than specified asset) shall be taxable @ 20% (plus applicable surcharge and education cess). No deductions in respect of any expenditure allowance from such income will be allowed and no deductions under Chapter VI-A will be allowed from such income.

As per Section 115E of the IT Act, Long term capital gain arising from transfer of specified foreign exchange assets shall be taxable @ 10% (plus applicable surcharge and education cess). “Specified asset” has been defined by Section 115C of the IT Act, to mean shares in an Indian Company, debentures issued by an Indian Company which is not a private company, deposits with an Indian company which is not a private company, any security of the Central Government and such other assets as the Central Government may specify in this behalf by notification in the official Gazette.”

As per the provisions of Section 115F of the IT Act and subject to the conditions specified therein, Long term capital gain arising to a non resident Indian from the transfer of any specified asset acquired or purchased with or subscribed to in convertible foreign exchange shall not be chargeable to tax if the entire net consideration received on such transfer is invested within the prescribed period of six months in any specified asset or savings certificates referred to in Section 10(4B) of the IT Act.

If part of such net consideration is invested within the prescribed period of six months in any specified asset or savings certificates referred to in Section 10(4B) of the IT Act then such gains would not be chargeable to tax on a proportionate basis. For this purpose, net consideration means full value of the consideration received or accruing as a result of the transfer of the capital asset as reduced by any expenditure incurred wholly and exclusively in connection with such transfer.

Further, if the specified asset or savings certificates in which the investment has been made is transferred within a period of three years from the date of investment, the amount of capital gains tax exempted earlier would become chargeable to tax as Long term capital gain in the year in which such specified asset or savings certificates are transferred. As per the provisions of Section 115G of the IT Act, Non-Resident Indians are not obliged to file a return of income under Section 139(1) of the IT Act, if their only source of income is income from investments or Long term capital gain earned on transfer of such investments or both, provided tax has been deducted at source from such income as per the provisions of Chapter XVII-B of the IT Act.

Under Section 115H of the IT Act, where the Non-Resident Indian becomes assessable as a resident in India, he may furnish a declaration in writing to the Assessing Officer, along with his return of income for that year under Section 139 of the IT Act to the effect that the provisions of the Chapter XII-A shall continue to apply to him in relation to such investment income derived from the specified assets for the year and subsequent assessment years until such assets are converted into money.

As per the provisions of Section 115-I of the IT Act, a Non-Resident Indian may elect not to be governed by the provisions of Chapter XII-A for any assessment year by furnishing his return of income for that assessment year under Section 139 of the IT Act, declaring therein that the provisions of Chapter XII-A shall not apply to him for that assessment year and accordingly his total income for that assessment year will be computed in accordance with the other provisions of the IT Act.

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D. Benefits to Institutional Investors (‘FII’)


Dividend (whether interim or final) received by a FII from its investment in shares of a domestic company would be exempt in the hands of the FII as per the provisions of section 10(34) read with section 115-O of the IT Act.

2. The characterization of gains / losses arising from sale of shares as capital gains or business

income would generally depend on the nature of holding in the hands of the member and various other factors.

3. Capital gains

Under Section 115AD of the IT Act, income (other than income by way of dividends referred in Section 115-O) received in respect of securities (other than units referred to in Section 115AB) shall be taxable at the rate of 20% (plus applicable surcharge and education cess). No deduction shall be allowed under Section 28 to 44C or clause (i) or clause (iii) of Section 57 or under chapter VI-A if the gross total income of the foreign institutional investor consists of only the above income.

Under Section 115AD of the IT Act, capital gains arising from transfer of securities (other than units referred to in Section 115AB), shall be taxable as follows:

• As per Section 111A of the IT Act, STCG arising on transfer of securities where such

transaction is chargeable to STT, shall be taxable at the rate of 15% (plus applicable surcharge and education cess).STCG arising on transfer of securities where such transaction is not chargeable to STT, shall be taxable at the rate of 30% (plus applicable surcharge and education cess).

• LTCG arising on transfer of securities where such transaction is not chargeable to STT shall be taxable at the rate of 10% (plus applicable surcharge and education cess). The benefit of indexation of cost of acquisition, as mentioned under 1st and 2nd proviso to Section 48 of the IT Act would not be allowed while computing the capital gains.

If the income realized from the disposition of equity shares is chargeable to tax in India as ‘business income’, Business profits in the hands of FII may be subject to tax @ 30% (other than foreign company) / 40% (in case of foreign company) plus applicable surcharge and cess. However, the benefit of DTAA can be examined in such a case.

Further, no surcharge will be levied on the tax payable in case the FII does not qualify as a foreign company.

LTCG arising on transfer of securities where such transaction is chargeable to STT is exempt from tax under Section 10(38) of the IT Act.

As per the provisions of section 54EC of the IT Act and subject to the conditions specified therein, long term capital gains arising to the Issuer {other than those exempt under section 10(38)} shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six months from the date of transfer. If only part of the capital gain is so reinvested, the exemption shall be proportionately reduced.

However, if the assesses transfers or converts the notified bonds into money within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which such bonds are transferred or otherwise converted into money. The maximum investment permissible for the purposes of claiming the exemption in the above bonds by any person in a financial year is Rs. 50 Lacs.

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4. Tax Treaty Benefits

As per Section 90 of the IT Act, FIIs can claim relief in respect of double taxation, if any, as per the provision of the applicable DTAA.

E. Benefits to the Mutual Funds


Dividend (whether interim or final) received by a Mutual Fund from its investment in shares of a domestic company would be exempt in the hands of the Mutual Fund as per the provisions of section 10(34) read with section 115-O of the IT Act.

2. As per the provisions of section 10(23D) of the IT Act

Any income of Mutual Funds registered under the Securities and Exchange Board of India Act, 1992 (‘SEBI’) or regulations made there under, Mutual Funds set up by public sector banks or public financial institutions or Mutual Funds authorized by the Reserve Bank of India, would be exempt from income tax, subject to the prescribed conditions.

F. Benefits to the Venture Capital Companies / Funds


Dividend (whether interim or final) received by a Venture Capital Company (‘VCC’)/ Venture Capital Funds (‘VCF’) from its investment in shares of another domestic company would be exempt in the hands of the VCC/VCF as per the provisions of section 10(34) read with section 115-O of the IT Act.

2. Income exempt under section 10(23FB) of the IT Act

In case of a shareholder being a Venture Capital Company/ Fund as per the provisions of section 10(23FB) of the Act, any income of VCC/ VCF registered with SEBI, would be exempt from Income Tax, subject to the conditions specified in the said section.

G. Benefits available under the Wealth-tax Act, 1957 (Common to all)

Asset as defined under section 2(ea) of the Wealth-tax Act, 1957 does not include shares in companies and hence, shares are not liable to wealth tax.

NOTES:

1. The above statement covers only certain relevant Direct Tax law benefits and does not cover any Indirect

Tax benefits or benefits under any other Law. 2. The stated benefits will be available only to the sole/first named holder in case the shares are held by joint

holders. 3. In respect of non-residents, the tax rates and the consequent taxation mentioned above will be further

subject to any benefits available under the relevant DTAA, if any, between India and the country in which the non-resident has fiscal domicile.

4. In view of the individual nature of tax consequences, each investor is advised to consult his/her own tax advisor with respect to specific tax consequences of his/her participation in the scheme.

5. The above statement of Possible Direct Tax Benefits set out the provisions of law in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of equity shares.

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ABOUT VAKHARIA POWER INFRASTRUCTURE LIMITED INDUSTRY OVERVIEW Introduction Asian Capital Markets continue to grow faster than that of any other region – capital market assets of Asia grew by 20 per cent 2002-2007 and 3 per cent between 2007-2011 periods. Similarly, financial penetration (financial assets/GDP) of Asia increased from 158 per cent in 2002 to 170 per cent in 2011. However, Asia’s financial penetration is still below Americas and EMEA financial penetration of 300 and 200 percent respectively. Stronger growth in capital markets assets also benefited the intermediaries that support the origination and trading of these instruments – Asia’s share in the global capital market and investment banking revenue pool increased from 16 per cent in 2005 to 24 per cent in 2011. The current uncertainty and fluctuations in the Indian capital markets and the economy, still the Indian capital markets are set to grow in line with the economy, taking India to a 6-8 trillion USD capital market economy by 2020. In order to be prepared for and facilitate the 3-4X growth in Indian capital markets, key reforms are needed to overcome challenges and set the foundation for the robust growth of the Indian capital markets. Current Status of the Indian primary markets The equity markets in India saw a tipping point in 2004 when over US$10bn of equity was raised for Indian issuers and Sensex closed at 6,600 levels. What followed was an extended bull run with the peak in 2007 when over US$35 bn was raised and Sensex closed above 20,000 mark. The subprime crisis of 2008 deeply impacted the global and Indian market sentiment as equity raising in India fell dramatically to US$14.2 bn and India’s market cap dropped to a third from US$1.8 tn to US$0.6tn. While the markets consolidated in 2009 and recovered in 2010 as Sensex went up from 9,647 in 2008 to 17,465 in 2009 and 20,509 in 2010, the equity raising again saw return as US$22.6 bn and US$31.6 bn was raised in 2009 and 2010 respectively. A key of a strong economic growth Capital markets act as a catalyst to the socioeconomic growth story of any country due to their indispensable role in financial intermediation & capital formation process. A vibrant capital market makes the entire financial market efficient by enhancing liquidity, transparency and aiding price discovery. Importance of capital market cannot be particularly under-mined in India which requires ~ $ 500 billion of capital for infrastructure development. India is a fairly large economy of ~$1.6 trillion with savings rate of ~33.7%. In next few years, it is expected to grow at an average rate of ~8% which will lead to additional savings of ~$5 trillion. US economy is ~$15.23 trillion. Assuming a savings rate of 5%, it may be realism that Indian households’ savings exceeds that of US in the next 10-15 years. However, Indians prefer risk-averse investment avenues. Out of a huge population in excess of 1.2 billion, only less than 1% are active participants, with a mere ~10% of their investments in equities & fixed income market. As a result, retail equity ownership amounts to ~10% of total equity ownership due to which trading volumes are relatively lower than other countries. The corporate debt market is even less developed. The lack of a developed capital market system could be resulting in higher (and therefore ineffective) borrowing cost for the companies and the vicious cycle of financial inefficiency. It is pertinent for us to channel the huge household savings into capital markets through the development of financial intermediaries in order to effectively fund our long-term sustainable growth story. Although a lot of initiatives were taken in the recent past by the Regulator to develop a robust system and the market itself, we believe lot many such developments need to be undertaken on a priority basis. (Source: FICCI)

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BUSINESS OVERVIEW In terms of the Scheme of Arrangement between Everlon Synthetics Limited (ESL) and Vakharia Power Infrastructure Limited (VPIL) and their respective Shareholders, which became effective on October 18, 2012, the Investment Business Undertaking of ESL stood transferred to and vested with the Company. The Company is holding the investments and other assets and liabilities of the Investment Business Undertaking, transferred to it under the Scheme.

HISTORY OF THE COMPANY

Vakharia Power Infrastructure Limited was incorporated on September 9, 2011 under the Companies Act, 1956 in the state of Maharashtra. The Certificate of Commencement of Business was issued by Registrar of Companies, Mumbai on October 24, 2011. The Corporate Identity Number of the Company is U40102MH2011PLC221715. The Company’s name has not been changed since incorporation till date.

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Object Clause of Memorandum of Association MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION:

1. To carry on the business of providing infrastructure, managing, owning, controlling, erecting, commissioning, operating, running, leasing or transferring to third person(s), power plants, plants based on conventional or non conventional energy sources, solar energy plants, wind energy plants, mechanical, electrical, hydel, tidal, wave energy, thermal, oil, gas, air, sea energy, diesel oil, heavy furnace oil, naptha, bio-mass, bio-gas, coal, civil engineering works and similar projects and supply of electricity to participating industries, State Electricity Boards, and other boards for industrial, commercial, domestic, public and other purpose and also to provide regular services for repairing and maintenance of all distribution and supply lines and renewable energy sources, waste treatment plants of all kinds and equipment thereof in India and outside India and also manufacturing, procuring, dealing in all ancillary products like transformer battery, inverter etc., required for or capable of being used in connection with the above industry.

Changes in Memorandum of Association since the Company’s inception: (V). * (a) The Authorised Share Capital of the Company is ` 3,25,00,000/- (Rupees Three crores twenty five lacs

only ) divided into 3,25,00,000 ( Three crores twenty five lacs only Equity Shares of ` 1/- (Rupees One only) each.

* The Capital Clause of Memorandum of Association was altered by passing a Resolution at Extra Ordinary General Meeting held on 18th October 2012.

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OUR MANAGEMENT BOARD OF DIRECTORS: As per the Articles of Association, the Company cannot have less than three directors and more than twelve directors. The Board of Directors comprises of 4 Directors. The following table sets forth the details regarding our Board of Directors as on the date of filing of this Information Memorandum with Stock Exchange:

S. No Name, Address, Age, Fathers Name, Qualification, Designation, Status, DIN, Nationality & Occupation and Tenure

Other Directorships Date of Appointment / no

of share held 1. Name: Jitendra Kantilal Vakharia

Address: 48, Sagar Darshan, 81/83 Bhulabhai Desai Road, Breach Candy, Mumbai 400036. Age: 56 years Father’s Name: Mr. Kantilal V. Vakharia Qualification: Inter. Sc. (Undergraduate) Designation: Director Status: Individual DIN: 00047777 Nationality: Indian Occupation: Business Term: Liable to retire by rotation.

1. Everlon Synthetics Limited 2. Everlon Power Limited 3. Everest Yarn Agency Pvt. Ltd 4. Vakharia Financial -Services

Ltd. 5. Everlon Solar Energy -Pvt. Ltd. 6. Omkar Texolene Pvt. Ltd. 7. Vakharia Synthetics Private

Limited

9th September 2011. 3036000 Equity Shares

2. Name: Varsha Jitendra Vakharia Address: 48, Sagar Darshan, 81 /83 Bhulabhai Desai Road, Breach Candy, Mumbai 400036. Age: 55 years Father’s Name: Mr. Balachand S Gholani Qualification: MA Designation: Director Status: Individual DIN: 00052361 Nationality: Indian Occupation: Business Term: Liable to retire by rotation.

1. Everlon Synthetics Limited 2. Everlon Power Limited 3. Everest Yarn Agency Pvt. Ltd 4. Vakharia Financial -Services

Ltd. 5. Everlon Solar Energy Pvt. Ltd. 6. Omkar Texolene Pvt. Ltd. 7. Vakharia Synthetics Private

Limited

9th September 2011. 1639920 Equity Shares

3. Name: Kamlesh Chandulal Sanghavi Address: D/27 204 Yogi Nagar , Eksar Road, Borivali (West) Mumbai 400 092 Age: 54 years Father’s Name: Mr.Chandulal M Sanghavi Qualification: Chartered Accountant Designation: Director Status: Individual DIN:00644642 Nationality: Indian Occupation: Professional Term: Liable to retire by rotation.

1. Everlon Synthetics Limited 2. Kans Trading Pvt. Ltd. 3. Asset Solution Services India

Private Limited

9th September 2011. Nil Shares

4. Name: Dinesh P. Turakhia Address: B/503 Ravi Apartment, Sevaram Lalvani Marg, Mulund Mumbai Age: 71 years Father’s Name: Mr. Parmananad Turakhia Qualification: Diploma in Electrical Engineering Designation: Director Status: Individual DIN: 00063927 Nationality: Indian Occupation: Services Term: Liable to retire by rotation.

1. Everlon synthetics Limited 15th January 2013. 3000 Equity Shares

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Brief Profile of Our Board of Directors: Mr. Jitendra K Vakharia, aged 56 years, s/o Mr. Kantilal Vakharia is an Inter.Sc. and is the Promoter Director of the company. He has a wide range of experience in synthetics yarn business for 3 decades and is managing financial and investment activities of the company. Mrs. Varsha J Vakharia, aged 55 years, w/o Mr. Jitendra Vakharia is the Promoter Director of the company. She holds a Post graduate degree in Arts. She has 25years of experience and knowledge in administration and business activities. Mr. Kamlesh C Sanghavi, aged 54 years, s/o Mr. Chandulal Sanghavi is an Independent Director of the company. He holds a Bachelor degree in Commerce and by profession he is a practicing Chartered Accountant. He is having 20 years of rich experience in accounts, auditing and income tax and has knowledge in capital market. Mr. Dinesh P Turakhia, aged 70 years, s/o Mr. Parmanadas Turakhia is an Independent Director of the Company. He holds a diploma in Electrical Engineering from Kolhapur University and having vast experience in sales and marketing in Textile industry.

Compensation of Managing Director: The company does not have any Managing /Whole Time Directors. Terms and Conditions of Employment of Non-Executive Directors None of the Directors receive any compensation.

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Policy on Disclosures and Internal Procedure for Prevention of Insider Trading: 1.0 Compliance Officer 1.1. The company has appointed a Compliance Officer senior level employee who shall report to the Director /

Chief Executive Officer. 1.2 The compliance officer shall be responsible for setting forth policies, procedures, monitoring adherence to

the rules for the preservation of “Prince Sensitive Information”, pre-clearing, of designated employees’ and their dependents’ trades (directly or through respective department heads as decided by the company), monitoring of trades and the implementation of the code of conduct under the overall supervision of the Board of the listed company.

Explanation: For the purpose of this Schedule, the term ‘designated employee’ shall include:-

(i) Officers comprising the top three tiers of the company management. (ii) The employees designated by the company to whom these trading restrictions shall be applicable,

keeping in mind the objectives of this code of conduct. 1.3 The compliance officer shall maintain a record of the designated employees and any changes made in the

list of designated employees. 1.4 The compliance officer shall assist all the employees in addressing any clarifications regarding the

Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and the company’s code of conduct.

2.0 Preservation of “Price Sensitive Information” 2.1 Employees/directors shall maintain the confidentiality of all Price Sensitive Information Employees /

Directors shall [not] pass on such information to any person directly or indirectly by way of making a recommendation for the purchase or sale of securities.

2.2 Need to know 2.2-1 Price Sensitive Information is to be handled on “need to know” basis, i.e. Price Sensitive Information

should be disclosed only to those within the company who need the information to discharge their duty. 2.3 Limited access to confidential information 2.3-1 Files containing confidential information shall be kept secure. Computer files must have adequate security

of login and password etc. 3.0 Prevention of misuse of “Price Sensitive Information” 3.1 All directors/officers and designated employees of the company shall be subject to trading restrictions as

enumerated below.

3.2 Trading window 3.2-1 The company shall specify a trading period, to be called “trading window”, for trading in the company’s

securities. The trading window shall be closed during the time the information referred to in para 3.2.3 is unpublished.

3.2-2 When the trading window is closed, the employees of the company shall not trade in the company’s

securities. In such period. 3.2-3 The trading window shall be, inter alia, closed at the time :-

(a) Declaration of financial results (quarterly, half-yearly and annually).

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(b) Declaration of dividends (interim and final). (c) Issue of securities by way of public/rights/bonus etc. (d) Any major expansion plans or execution of new projects. (e) Amalgamation, mergers, takeovers and buy-back. (f) Disposal of whole or substantially whole of the undertaking. (g) Any changes in policies, plans or operations of the company.

3.2.3 A The time for commencement of closing of trading window shall be 3 days only. 3.2-4 The window shall be opened 24 hours after the information referred to in Para 3.2.3 is made public. 3.2-5 All directors / officers/designated employees of the company shall conduct all their dealings in the

securities of the Company only in a valid trading window and shall not deal in any transaction involving the purchase or sake of the company’s securities during the periods when trading window is closed, as referred to in Para 3.2-3 or during any other period as may be specified by the Company from time to time.

3.2-6 In case of ESOPs, exercise of option may be allowed in the period when the trading window is closed.

However, sale of shares allotted on exercise of ESOPs shall [not] be allowed when trading window is closed.

3.3 Pre-clearance of trades 3.3-1 All directors/officers/designated employees of the company who intend to deal in the securities of the

company (above a minimum threshold limit to be decided by the company) should be pre-clear the transaction as per the pre-dealing procedure as described hereunder.

3.3-2 An application may be in such form as the company may notify in this regard, to the Compliance officer

indicating the estimated number of securities that the designated employee/officer/director intends to deal in, the details as to the depository mode and such other details as may be required by any rule made by the company in this behalf.

3.3-3 An undertaking shall be executed in favour of the company by such designated employee/director/officer

incorporating, inter alia, the following clauses, as may be applicable :

(a) That the employee/director/officer does not have any access or has not received “Price Sensitive Information” up to the time of signing the undertaking.

(b) That in case the employee/director/officer does not have any access to or receives “Price Sensitive

Information” after the signing of the undertaking but before the execution of the transaction he/she shall inform the Compliance Officer of the change in his position and that he/she would completely refrain from dealing in the securities of the company till the time such information becomes public.

(c) That he/she has not contravened the code of conduct for prevention of insider trading as notified by

the company from time to time. (d) That he/she has made a full and true disclosure in the matter.

4.0 Other restrictions 4.1 All directors/officers/designated employees shall execute their order in respect of securities of the company

within one week after the approval of pre-clearance is given. If the order is not executed within one week after the approval is given, the employee/director must pre-clear the transaction again.

4.2 All directors/officers/designated employees shall hold their investments in securities for a minimum period

of 30 days in order to be considered as being held for investment purposes. The holding period shall also apply to subscription in the primary market (IPOs). In the case of IPOs, the holding period would commence when the securities are actually allotted.

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4.3 In case the sale of securities is necessitated by personal emergency, the holding period may be waived by the compliance officer after recording in writing his/her reasons in this regard.

5.0 Reporting Requirements for transactions in securities 5.1 All directors/officers/designated employees of the listed company shall be required to forward following

details of their securities transactions including the statement of dependent family members (as defined by the company) to the Compliance Officer:

(a) All holdings in securities of that company by directors/officers/designated employees at the time of

joining the company. (b) Periodic statement of any transactions in securities (periodicity of reporting may be defined by the

company. The company may also be free to decide whether reporting is required for trades where pre-clearance is also required); and

(c) Annual statement of all holdings in securities.

5.2 The Compliance Officer shall maintain records of all the declarations in the appropriate form given by the directors/ officers/ designated employees for a minimum period of three years.

5.3 The Compliance Officer shall place before the Director/Chief Executive Officer or a committee specified

by the company, on a monthly basis all the details of the dealing in the securities by the employees/director/officer of the company and the accompanying documents that such persons had executed under the pre-dealing procedure as envisaged in this code.

6.0 Penalty for contravention of code of conduct 6.1 Any employee/officer/director who trades in securities or communications any information for trading in

securities in contravention of the code conduct may be penalised and appropriate action may be taken by the company.

6.2 Employees/officers/directors of the company who violate the code of conduct shall also be subject

disciplinary action by the company, which may include wage freeze. Suspension, [limelight] for future participation in employee stock option [plans], etc.

6.3 The action by the company shall not preclude SEBI from taking any action in case of violation of SEBI

(Prohibition of Insider Trading) Regulations, 1992. 7.0 Information to SEBI in case of violation of SEBI (Prohibition of Insider Trading) Regulations, 1992 In case it is observed by the company/Compliance Officer that there has been a violation of SEBI

(Prohibition of Insider Trading) Regulations, 1992. SEBI shall be informed by the company.

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PHILOSOPHY ON CODE OF GOVERNANCE: The Company’s philosophy on Corporate Governance strives for attaining the optimum level of transparency and accountability in all facets of its operations and all dealings which is shareholders, employees, lenders, creditors, customers and the government. The Board of Directors by considering itself by trustee of its Shareholders aims at maximizing shareholders value and protecting the interest of other stakeholders. CORPORATE GOVERNANCE Our Company believes in adopting the best corporate governance practices and protecting rights and interests of stakeholders. We further believe that the shareholders have the right to know the complete information on the Board of Directors and the management, their interest in the organization as well as governance practice to be followed by them. The report on Corporate Governance is divided in to two parts:

1. Board of Directors 2. Committees of the Board

I BOARD OF DIRECTORS A. The details of the Board of Directors of the Company are given below for the period from 1st April,

2013 to 30th September 2013:

Other Companies Committee Name of Directors Designation Directorship in other public Limited Companies Membership Chairperson

Jitendra Kantilal Vakharia Director 1. Everlon Synthetics Limited 2. Everlon Power Limited 3. Vakharia Financial Services Ltd

- -

Varsha Jitendra Vakharia. Director 1. Everlon Synthetics Limited 2.Everlon Power Limited 3.Vakharia financial Services Limited

- -

Kamlesh C.Sanghavi Independent Director

1. Everlon Synthetics Limited Member – Audit Committee,

Remuneration Committee &

Investor Grievance committee of Everlon

Synthetics Limited

-

Dinesh P. Turakhia. Independent Director

1. Everlon Synthetics Limited Member – Audit Committee,


Investor Grievance committee of Everlon

Synthetics Limited

Chair person – Audit Committee,


Investor Grievance

committee of Everlon

Synthetics Limited

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B. REVIEW OF THE BOARD :

The Board of Directors of the Company has to develop the Organizational vision and mission for the Company, giving strategic direction and advise, overrating implementation and performance, excellent human relations with employees, effective shareholders relations, risk mitigations, procuring right resources and work for overall improvement of the Company.

C. BOARD MEETINGS :

The Board Meetings of the Company will be statutorily held in a financial year and will have meaningful and participative management for the Company. The Board will share the responsibilities, will use the specialized skills of members of the Board, will avoid personal interest over the Company’s interest and will adhere to code of Conduct adopted by the Company.

D. CODE OF CONDUCT :

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

Pursuant to clause 49 of the Listing Agreement and to ensure that the organization is managed in a manner that protects and furthers the interests of all its stakeholders, a Code of Conduct is laid down which shall apply to -

• All Directors of the Company, whether executive or non-executive; • All executives of the Company one level below the Executive Director, including all functional heads and accordingly

they shall adhere to the standards set out below whilst conducting their duties.

I HONESTY & ETHICAL CONDUCT

• act honestly, diligently and in good faith and integrity in all their dealings with and for the Company, without allowing their independent judgment to be subordinated;

• practice a conduct of giving highest respect to human values and promote the same

II CONFLICT OF INTEREST

• not engage in any business, relae believe that 'The End of the Sale is the Beginning of Commitment'.Our Marketing dept., ensures quick and efficient customer assistance right from enquiry to installation of a complete project. tionship or activity, which might detrimentally conflict with the interest of the Company;

• avoid situation in which their personal interest could conflict with that of the Company; • not use their status to seek or accept any personal gains or favours from those doing or seeking to do business with the

Company or from other employees of the company.

III COMPLIANCE

• take every reasonable step to ensure adherence to the laws and regulations applicable to the Company; • comply with the Company's Insider Trading Code while trading in the Company's securities at any time; • Comply with the spirit as well as the letter of the laws and principles of this code.

IV OTHER DIRECTORSHIPS

• report / disclose to the Board regarding their relationships with the other companies. It is felt that service on the Board of a direct competitor is not in the interest of the Company.

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V CONFIDENTIALITY OF INFORMATION

• not use any confidential information obtained by them in the course of their official duty, whether from the Company or otherwise, for personal gain, or use/ allow the use of such information for the financial benefit for any other person;

• not share any information regarding the Company, its business and/or affairs either formally or informally to the publicity media unless specifically authorized;

• not derive benefit or assist others to derive benefit by giving investment advice from the access to and possession of information about the Company not in public domain and therefore constitutes insider information.

VI GIFTS AND DONATIONS

• Receive or offer, directly or indirectly, any gifts, donations, remuneration, hospitality, illegal payments and comparable benefits which are intended (or perceived to be intended) to obtain business (or uncompetitive) favors or decisions for the conduct of business. Nominal gifts of commemorative nature, for special events may be accepted and reported to the Board.

VII PROTECTION OF ASSETS

• Protect the company's assets, labour and information and may not use for personal use unless specifically authorized.

This code set forth guidelines for the Board of Directors and Senior Management Executive.

PERIODIC REVIEW This code is subject to modification and shall be reviewed periodically. All the concerned shall acknowledge receipt of this code and upon revision thereto. New Directors who may be inducted shall receive such code at the time when their directorship begins. Any amendment or waiver of any provision of this code shall be approved in the meeting of the Board of Directors and shall promptly be disclosed on the Company's website.

All the concerned shall affirm compliance of this code on annual basis. Board of Directors in turn shall sign a declaration to this effect in the Annual Report of the Company.

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Compliance Report on Corporate Governance as on September 30, 2013

Particulars Clause of Listing

Agreement

Compliance Status Yes/No

Remarks

I Board of Directors 49 I (A) Composition of Board 49(IA) YES (B) Non-executive Directors’ compensation & disclosures 49 (IB) YES (C) Other provisions as to Board and Committees 49 (IC) YES

D) Code of Conduct (49 (ID) YES

The Company has adopted the code of conduct for all the board members and senior level management

II. Audit Committee 49 (II) (A)Qualified & Independent Audit Committee 49 (IIA) YES (B)Meeting of Audit Committee YES (C)Powers of Audit Committee 49 (IIC) 49 (IIB) YES (D)Role of Audit Committee 49 II(D) YES (E)Review of Information by Audit Committee 49 (IIE) YES III. Subsidiary Companies 49 (III) N.A. V. Disclosures 49 (IV) (A)Basis of related party transactions 49 (IV A) YES (B)Board Disclosures 49 (IV B) YES (C)Proceeds from public issues, rights issues, preferential issues etc. 49 (IV C) N.A.

(D)Remuneration of Directors 49 (IV D) N.A. (E)Management 49 (IV E) YES

(F)Shareholders 49 (IV F) YES Complied in the Annual Report for 2012-13.

V.CEO/CFO Certification 49 (V) YES

The CEO Certificate was obtained for the year ended 31st March 2013

VI. Report on Corporate Governance 49 (VI) YES

The Annual Report for the year 2012-13 carried the report on Corporate Governance.

VII. Compliance 49 (VII) YES

The Company obtained the certificate from Auditors of the company in the Annual Report for the year ended 31st March 2013.

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RECONCILIATION OF SHARE CAPITAL

1 For Quarter Ended 30th September, 2013 2 ISIN INE138 O01011 3 Face Value Rs.1/- 4 Name of the Company Vakharia Power Infrastructure Limited 5 Registered Office Address 67 Regent Chambers,208 Nariman Point,

Mumbai.400021 6 Correspondence Address 67 Regent Chambers,208 Nariman Point,

Mumbai.400021 7 Telephone & Fax Nos. Tel. 022 -22049233

Fax. 022 - 22870540 8 Email address [email protected] 9 Names of the Stock Exchanges where the company’s securities are

listed: * BSE ( TO BE LISTED)

Number of shares % of Total issued capital 10 11

Issued Capital Listed Capital (Exchange-wise) (as per company records)

30273600

Nil

100.00

Nil

12 Held in dematerialized for in CDSL 5,975,556 19.74 13 Held in dematerialized for in NSDL 21,045,834 69.52 14 Physical 3,252,210 10.74 15 Total No. of shares (12+13+14):- 30,273,600 100.00

***Rights, Bonus, Preferential Issue, ESOPs, Amalgamation, Conversion, Buyback, Capital Reduction, Forfeiture, Any other (to specify)

18 Register of Members is updated (Yes / No) if not, updated up to which date Yes

19 Reference of previous quarter with regards to excess dematerialised shares, if any. Nil

20 Has the company resolved the matter mentioned in point no.19 above the current quarter? If

not, reason why?

Not Applicable

21 Mentioned the total no. of requests, if any, confirmed after 21 days and the total no. of requests pending beyond 21 days with the reasons for delay:

16 Reasons for difference if any, between (10&11), (10&15),(11&15): - NIL

17 Certifying the details of changes in share capital during the quarter under consideration as per Table below: Particulars *** No. of

Shares Applied/ Not Applied for listing

Listed on Stock Exchanges

Whether intimated toCDSL

Whether intimated toNSDL

In-principle approval pending for SE (Specify Names)

NIL NIL NIL NIL NIL NIL Nil

40

Total No. of demat requests No. of requests No. of shares Reasons for delay ** Confirmed after 21 Days Nil Nil N.A. Pending for more than 21 days Nil Nil N.A. 22

Name, Telephone & Fax No. of the Compliance Officer of the Co.

MR. KALPESH K SANGHAVI. Tel. No. 022 22049233 Fax. No. 022 22870540

23 Name, Address, Tel. & Fax No. Registration no. of the certifying

SANJAY DHOLAKIA & ASSOCIATES Practicing Company Secretaries 213, Ground Floor, Raghuleela Mall, Behind Poinsur Bus Depot, Kandivali (West), Mumbai – 400067. Ph. 28073233 CP. No. 1798 Membership No. FCS 2655

24 Appointment of common agency for share registry work

YES

SHAREX DYNAMIC (INDIA) Private Limited Unit 1 Luthara Ind. Premises, Safed Pool, Andheri Kurla Road,Saki Naka Andheri (East) Mumbai 400 072

25 Any other detail that the CA/CS may like to provide (e.g. BIFR Company, delisting from SE)

Nil

Note: The Company has made an application to BSE for in principal listing of its Equity Shares and in the Process of getting the same.

For SANJAY DHOLAKIA & ASSOCIATES

Sd/-

Place: Mumbai. SANJAY DHOLAKIA Dated: 15th October, 2013 Practicing Company Secretaries

Proprietor

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Shareholding of our Directors:

Mr. Jitendra K. Vakharia 3036000 Shares. Mrs. Varsha J. Vakharia 1639920 Shares. Mr. Kamlesh C. Sanghavi NIL Mr. Dinesh P. Turakhia 3000 Shares.

Interest of Directors: Jitendra K Vakharia and Varsha Jitendra Vakharia both are relatives. Interest as to Property: NIL

The Board of Directors has adopted the code of conduct & responsibilities of the Board towards the Company in the Board Meeting. II. COMMITTEES OF THE BOARD A. AUDIT COMMITTEE

The Composition of Audit Committee and attendance of members of the meetings are as under for the period 1st April, 2013 to 30th September 2013:

Name of Members Category Designation No. of Meetings Attended Mr. Dinesh Turakhia Independent Director Chairman 1 Mr. Kamlesh Sanghaiv Independent Director Director 1 Mr. Jitendra Vakharia Promoter Director Director 1

B REMUNERATION COMMITTEE

Remuneration Committee reviews and approves the annual salaries, performance commission, service agreements and other employment conditions for Executive Directors. The Composition of the Remuneration Committee is as under.

Name of Members Category Designation Mr. Kamlesh Sanghavi Independent Director Director Mr. Dinesh Turakhia Independent Director Director

Remuneration to Managing Director - No Managing Director is appointed. C. SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTEE The Committee comprises of the following members

Name of the Director Category Designation Mr. Dinesh Turakhia Independent Director Chairman Mr. Kamlesh Sanghavi Independent Director Director Mr. Jitendra Vakharia Promoter Director Director

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Name & Designation of Compliance Officer: Mr. Kalpesh K. Sanghavi (Compliance Officer)

Details of Complaints received as on date: Nil KEY MANAGEMENT PERSONNEL: The Company is managed and controlled by the Board of Directors. The Board of Directors has appointed Mr. Kalpesh K. Sanghavi as the Compliance officer of the company. Employee Stock Option Scheme (ESOP)/ Employees Stock Purchase Scheme (ESPS) As on date of filing the Information Memorandum, we do not have any Employees Stock Option Scheme/ Employees Stock Purchase Schemes. Bonus or profit sharing plan for our Key Management Personnel Our Company does not have any bonus or profit sharing plan for our key management personnel. Payment or benefit to officers of Our Company No non-salary related our Company has paid amount or benefit within the two preceding years to any officer. Interest of Key Management Personnel Other than as described above, our Company has not entered into any arrangement or understanding with any major shareholders, customers or suppliers of our Company, or others, pursuant to which any of the key management personnel, was selected as the Director or as a key management personnel.

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OUR PROMOTERS INDIVIDUAL PROMOTERS: Mr. Jitendra Kantilal Vakharia – Individual

Driving License No MH 01 19750534665 Passport No Z2337564 PAN No AABPV4208L Voter Identification No MT / 04/ 024/ 261604 Name of the Bank & Branch INDIAN OVERSEAS BANK, BREACH

CANDY BRANCH, MUMBAI 400026. Bank Account No 022201000011006 DIN No. 00047777

Mrs. Varsha Jitendra Vakharia – Individual

Driving License No -------- Passport No F 7044367 PAN No AACPV7868F Voter Identification No MT /04/024/261605 Name of the Bank & Branch INDIAN OVERSEAS BANK, BREACH

CANDY BRANCH, MUMBAI 400026. Bank Account No 022201000011007 DIN No 00052361

Other Confirmations: We confirm that the details of the permanent account numbers, bank account numbers, and passport numbers of our Individual Promoter have been submitted to the Stock Exchanges at the time of filing this Information Memorandum with the Stock Exchanges. Further, save and except as stated otherwise in the chapters titled ‘Business Overview’ and ‘Our Management’ and the section titled ‘Financial Statements’ beginning on page nos.28, 30 and 58 respectively, of this Information Memorandum, and to the extent of Equity Shares held by them, our Promoter do not have any other interests in our Company as on the date of filing of this Information Memorandum. Further, our Promoter have not been identified as willful defaulters by Reserve Bank of India or any other Government Authority and there are no violations of securities laws committed by our Promoter in the past or any such proceedings are pending against our Promoter. Payment or Benefit to our Promoter No payment has been made or benefit given to our Promoter in the two years preceding the date of this Information Memorandum except as mentioned/referred to in this chapter and in the chapter titled ‘Our Management’ and in the section titled ‘Financial Statements’ beginning on page 30 and 58 respectively, of this Information Memorandum.

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Sales or Purchase between the companies in the Promoter Groups: There have been no sales or purchases between companies in the Promoter Group of our Company exceeding in value in the aggregate 10% of the total sales or purchases of our Company. Common Pursuits: None of our Promoter or Promoter Group has an interest in any venture that is involved in any activities similar to those conducted by our Company, or any member of our group companies. We shall adopt the necessary procedures and practices as permitted by law to address any conflict situations, as and when they may arise. Interests of our Promoters: The aforementioned Promoters of our Company are interested to the extent of their shareholding in us and the dividend they are entitled to receive, if declared, by our Company. Further, our Promoter who are also the Directors of our Company may be deemed to be interested to the extent of salary and fees, if any, payable to them for attending meetings of the Board or a Committee thereof as well as to the extent of other remuneration if any. Our Promoters may also be deemed to be interested to the extent of Equity Shares, if any, already held by their relatives in the Company, and that may be subscribed for and allotted to them, out of the present Issue in terms of this Information Memorandum and also to the extent of any dividend payable to them and other distributions in respect of the said equity shares. Interest in any property acquired by the Company within two years of the date of this Information Memorandum: The Promoters are not interested in any property that has been acquired by the Company within two years from the date of filing of this Information Memorandum. a) Relatives of Promoter:

Promoter Name of the Relative Relationship with Promoter Kantilal V.Vakharia Father Mrudu K.Vakharia Mother Varsha J.Vakharia Wife Prachi J.Vakharia Daughter Maitri. Y.Doshi Daughter Kirit K.Vakharia Brother Tarun K.Vakharia Brother Sudha K.Vakharia Brother’s Wife Neela T.Vakharia Brother’s Wife Lina D.Dadia Sister

Mr. Jitendra Kantilal Vakharia

Dhiren U.Dadia Sister’s Husband Jitendra K.Vakharia Husband Late Balachand Somchand Shah Father Late Sharda B.Shah Mother Prachi J.Vakharia Daughter Maitri Y.Doshi. Daughter Mahesh B.Shah Brother Urvi M.Shah Brother’s Wife Neeru K.Tamboli. Sister Niana A.Shah. Sister Late Neela K.Mehta. Sister Rekha V.Vora. Sister Chetana D.Gandhi. Sister Kishor M.Tamboli. Sister’s Husband Ashwin L.Mehta. Sister’s Husband Kirit M.Mehta. Late Sister’s Husband Viren J.Vora. Sister’s Husband

Mrs. Varsha Jitendra Vakharia

Dilip R.Gandhi. Sister’s Husband

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b) Companies, firms HUFs and Trusts, which form part of our Promoters Group are as follows: Companies:

1. Everlon Synthetics Limited (Listed with BSE) 2. Vakharia Financial Services Limited. 3. Everlon Solar Energy Private Limited. 4. Vakharia Synthetics Private Limited. 5. Omkar Texolene Private Limited 6. Everest Yarn Agency Private Limited 7. Everlon Power Limited

Partnership Firm:

1. Teekay International HUFs:

1. Jitendra K. Vakharia (HUF) 2. Kantilal V. Vakharia (HUF) 3. Tarun K. Vakharia (HUF)

Trusts: Nil

Other Information Other than, those stated above, there are no partnership firms, trusts, HUFs, Proprietorships or other entities that are part of the Promoter Group. Sick Companies: None of the companies forming part of our Promoter or group companies have become sick companies within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and none of them is under winding up. Defunct Promoter Group companies There are no defunct Promoter Group Companies. Related Party Transactions: During the year ended 31st March 2013, there was related party transactions (loans & advances) , volume of transaction Rs. 14,13,194/- and outstanding receivable as of 31st March 2013, of Rs.1,53,955/-(Previous year Nil Transactions)

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OUR PROMOTER GROUP Our Promoter Group includes following individuals: Mrs. Mrudu K Vakharia

Driving License No. N A Pass Port No. F8925059 PAN No. AACPV7868L Voter Identification No. MT/ 04/ 024/ 261674 Name of the Bank & Branch

Indian Overseas Bank, Breach Candy Branch, Mumbai 400026.

Bank Account No. 022201000011005

Mr. Kantilal V.Vakharia HUF

Driving License No. N A Pass Port No. N A PAN No. AADHK9688P Voter Identification No. N A Name of the Bank & Branch


Bank Account No. 022201000011777 Mr. Jitendra K.Vakharia HUF

Driving License No. NA Pass Port No. N A PAN No. AAAHJ0441C Voter Identification No. N A Name of the Bank & Branch


Bank Account No. 022201000011779 Mr. Dhiren U.Dadia.

Driving License No. NA Pass Port No. E 2424383 PAN No. AACPD3224B Voter Identification No. NA Name of the Bank & Branch



47

Mr. Lina D.Dadia

Driving License No. N A Pass Port No. G 5309318 PAN No. AEVPD2909Q Voter Identification No. N A Name of the Bank & Branch



Ms. Prachi J.Vakharia

Driving License No. N A Pass Port No. E 52735 5 8 PAN No. AEKPV8595D Voter Identification No. N A Name of the Bank & Branch



Mr. Tarun K.Vakharia (HUF)

Driving License No NA Pass Port No NA PAN No AABHT0943C Voter Identification No NA Name of the Bank & Branch HDFC BANK, Matunga Branch.

Mumbai 400019.

Bank Account No 4241930007216

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Our Promoter Group Entities: 1) Vakharia Financial Services Limited:

Vakharia Financial Services Limited has its Registered Office situated at 67, Regent Chambers, 208 Nariman Point, Mumbai -400 021 incorporated on 12th of February 1995 under the Companies Act, 1956 having CIN no.U65910MH1995PLC085686. Main object of the company 1. To carry on business of a leasing and hire purchase finance company and to acquire to provide on lease or

to provide on hire purchase basis all types of industrial and office plant equipment, machinery, vehicles, building, and real estates, require for manufacturing, processing, transportation, trading, other commercials and services business, and to finance industrial enterprises and to promote companies engaged in industrial and trading business.

2. To carry on the business of Merchant Banking and subject to Securities and Exchange Board of India (Merchant Banking) Rules and Regulations, 1992 and as such other approval as may be required from other authorities subject to compliance of any other law in this regard, but not to carry on all or any part of banking business as contemplated by the Reserve Bank of India act / Banking Regulation Act 1949.

Board of Directors: The Board of Directors of the company is as follows:-

Sr.No Name of Director Designation 1 Kantilal V.Vakharia Director 2 Jitendra K.Vakharia Director 3 Varsha J.Vakharia Director

Shareholding Pattern: The shareholding pattern of the company as on September 30, 2013 is as under:-

Sr.No Name of Shareholder No. of Shares 1 Kantilal V.Vakharia 100 2 Jitendra k.Vakharia 100 3 Varsha J.Vakharia 100 4 Mrudu K.Vakharia 100 5 Lina D.Dadia 100 6 Kantilal Vakharia 30000 7 Jitendra k vakharia 100 8 Mrudu K.Vakharia 10000 9 Varsha J.Vakharia 100

10 Vasant S.Vakharia 10000 11 Kantilal V.Vakharia 50000

Total 100700 Financial Performance of last Three Years (Audited) (Rs. Lacs)

Particulars FY 12-13 FY 11-12 FY 10-11 Paid up Equity Share capital 10.07 10.07 10.07 Reserves & Surplus (Excl. Revaluation Reserve)

(38.73) (36.25) 5.80

Sales / Revenue 14.52 361 382.32 P A T (2.47) (40.33) (33.31) EPs (Rs.) (Basic / Diluted ) (2.46) (40.05) (33.08) Book Value / Per Share (28.46) (26.00) (14.04)

49

Stock Market Data – Not Applicable • The equity shares of Vakharia Financial Services Limited are not listed on any stock exchange and it has

not made any public or rights issue in the preceding three (3) years. It is not a sick Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985 nor is it under winding up.

• Further Vakharia Financial Services Limited is not detailed as a willful defaulter by the Reserve Bank of India or any other Government authority and there are no violations of securities laws committed by it in the past or are pending against it.

• There are no litigations pending against Vakharia Financial Services Limited further, no notices were issued against the company.

• The face value of each Equity Share is ` 10/-. • Vakharia Financial Services Limited is not a Sick Company as defined in SICA

2) Everlon Solar Energy Private Limited :

Everlon Solar Energy Private Limited has its Registered Office Situated at 67, Regent Chambers, 208 Nariman Point, Mumbai 400021 incorporated on 12th August of 1983 under the Companies Act, 1956 having CIN no.U40300MH1983PTC030617. The Company had changed its name from Lasha Investment Trading Private Limited to Everlon Solar Energy Private Limited on 7th July 2011. Main Object of the Company: 1. To finance industrial enterprises, and for that purposes to make loans, or advances to, or subscribe to the

share capital of, private industrial enterprises in India.

2. To carry on the business of an investment Company and to invest the capital and other moneys of the Company in the purchase or upon the security of shares, stocks, units, debentures, debenture-stock, bonds, mortgages, obligations and securities of any kind issued or guaranteed by any company, corporation or undertaking of whatever nature, whether incorporated or shares, stocks, debentures, debenture-stock, bonds, notes, mortgages, obligations and other securities issued or guaranteed by any government, sovereign, ruler, commissioners, trust, municipal, local or other authority or body of whatever nature in India or abroad.


Sr. No Name of Director Designation 1 Jitendra K. Vakharia Director 2 Varsha Jitendra Vakharia Director

Shareholding Pattern: The Shareholding Pattern of the company as on September 30, 2013 is as under:-

Sr.No Name of Shareholder No. of Shares 1 Jitendra Kantilal Vakharia 41020 2 Varsha J.Vakharia 48000 Total 89020

50

Financial Performance of last Three Years (Audited) (Rs. Lacs)


23.77 25.26 27.24

Sales / Revenue 0.08 0.08 2.08 P A T (1.48) (1.98) 1.08 EPs (Rs.) (Basic / Diluted ) (1.66) (2.22) 1.21 Book Value / Per Share 36.70 38.38 40.60

Stock Market Data – Not Applicable

• The equity shares of Everlon Solar Energy Private Limited are not listed on any stock exchange and it has

not made any public or rights issue in the preceding three (3) years. It is not a sick Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985 nor is it under winding up.

• Further Everlon Solar Energy Private Limited is not detailed as a willful defaulter by the Reserve Bank of India or any other Government authority and there are no violations of securities laws committed by it in the past or are pending against it.

• There are no litigations pending by or against Everlon Solar Energy Private Limited further, no notices were issued against.

• The face value of each Equity Share is ` 10/-. • Everlon Solar Energy Private Limited is not a Sick Company as defined in SICA

3) Vakharia Synthetics Private Limited : Vakharia Synthetics Private Limited has its registered office situated at 67 Regent Chambers.208, Nariman Point. Mumbai, 400 021, incorporated on 23rd April of 1990 under the Companies Act, 1956 having CIN no.U17111MH1990PTC056283.

Main Object of the company:

1) To carry on business as dealers, manufacturers or processors in Synthetic Yarns and Natural Yarns including Polyesters, Nylon, Viscose, Cotton, Filament, Crimped, Texturised, Twisted, Dyed Yarns, Polyester fiber, Acrylic fiber, Polynosic fiber, Viscose fiber and Blended Yarn.

2) To carry on business of manufacturing, processing, importing, exporting and dealing in Synthetic Yarns and natural Yarns including Polyester, Nylon, Viscose, Cotton, Blended, Filament, Crimped, Texturised, Twisted and Dyed Yarns, Polyester fiber, Acrylic fiber, Polynosic fiber, Viscose fiber and Blended Yarn. 3) To carry on business of Manufacturing, Processing, Importing, Exporting, and dealing in cotton, yarn,

Cloth, silk, rayon, wool, and other fibers and/ or any types of clothes or textiles products whether on handlooms or power looms or in textiles mills or other factories.


Sr.No Name of Director Designation 1 Jitendra K.Vakharia Director 2 Varsha Jitendra Vakharia Director

51


Sr No. Name of Shareholder No. of Shares 1 Jitendra Kantilal Vakhaira 96100 2 Varsha J.Vakharia 98000 3 Everlon Solar Energy Private Limited 6000

TOTAL 200100



9.62 9.51 8.99

Sales / Revenue 0.82 1.04 3.78 P A T 0.10 0.51 1.94 EPs (Rs.) (Basic / Diluted ) 0.05 0.10 0.96 Book Value / Per Share 14.81 14.76 14.50


• The equity shares of Vakharia Synthetics Private Limited are not listed on any stock exchange and it has not

made any public or rights issue in the preceding three (3) years. It is not a sick Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985 nor is it under winding up.

• Further Vakharia Synthetics Private Limited is not detailed as a willful defaulter by the Reserve Bank of India or any other Government authority and there are no violations of securities laws committed by it in the past or are pending against it.

• There are no litigations pending by or against Vakharia Synthetics Private Limited further, no notices were issued against.

• The face value of each Equity Share is ` 10/-. • Vakharia Synthetics Private Limited is not a Sick Company as defined in SICA 4) Omkar Texolene Private Limited: Omkar Texolene Private Limited has its registered office Situated in the state of Gujarat. At 9, Maskti Chambers, Zampa Bajar, Surat - incorporated on 18th February of 1986 under the Companies Act, 1956 having CIN no.U51909GJ1986PTC008478.

Main Object of the company: 1) To acquire by purchase, lease, exchanging hire or otherwise develop or operate land, building and hireditaments of any lenure or description including agriculture land, mines, quarries, tea, or coffee gardens, farms, orchards, groves, plantations, and any estate or interest therein and any right over or connected with the land and building so situated and develop or to turn the same to account as may seem expedite and in particular by preparing building sites and by constructing , reconstructing, altering, improving, decorating, furnishing, and maintaining hotels rooms, flats, houses, restaurants , markets, shops, workshops, mills, factories , warehouses, cold storages, wharves, go downs, offices, hostels, gardens, swimming pools, play grounds, buildings, works, and conveniences of all kinds and by leasing, hiring, or disposing of the same. 2) To carry on business as traders, exporters, agents, representatives, dealers, producers, stockiest, importers, or distributors, of tea, coffee, jute, and jute goods, textiles, cotton, cellulosie, or ‘synthetics fiber silk’ yarns, wools, and wollen goods, handicrafts, marble and other stones steels, plastics, rubbers, chemicals, engineering, goods, metals, minerals, electronics, cloth, dresses, garments, transport vehicles, vehicles parts, spare parts, and accessories and other engineering goods, food products, books, reading, and educative, materials and papers and papers products.

52

3) To purchase, acquire, hold, and dispose of or otherwise, deal and invest in any shares debenture and other securities in or of any company or companies and to act as investors, guarantors, underwriters, financers, to industrial enterprise either out of its own funds or out of funds that the company might borrow by issue of debenture or from bankers or otherwise howsoever in any other manner whatsoever.



Sr No. Name of Shareholder No. of Shares 1 Jitendra Kantilal Vakhaira 148900 2 Varsha J.Vakharia 100

TOTAL 149000 Financial Performance of last Three Years (Audited) (Rs. Lacs)


16.36 14.94 13.67

Sales / Revenue 1.61 1.86 6.63 P A T 1.48 1.26 5.11 EPs (Rs.) (Basic / Diluted ) 0.99 0.84 3.42 Book Value / Per Share 20.98 20.02 19.17

Stock Market Data – Not Applicable • The equity shares of Omkar Texolne Private Limited are not listed on any stock exchange and it has not

made any public or rights issue in the preceding three (3) years. It is not a sick Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985 nor is it under winding up.

• Further Omkar Texolne Private Limited not detailed as a willful defaulter by the Reserve Bank of India or any other Government authority and there are no violations of securities laws committed by it in the past or are pending against it.

• There are no litigations pending by or against Omkar Texolne Private Limited further, no notices were issued against.

• The face value of each Equity Share is ` 10/- • Omkar Texolne Private Limited is not a Sick Company as defined in SICA

Sr.No Name of Director Designation 1 Jitendra K.Vakharia Director. 2 Varsah Jitendra Vakharia Director

53

5) Everest Yarn Agency Private Limited:

Everest Yarn Agency Private Limited has its registered office situated at 67 Regent Chambers.208, Nariman Point, Mumbai, 400 021 Incorporated on 14th February of 1982 under the Companies Act, 1956 having CIN no.U17297MH1982PTC028479.

Main Object of the company: 1) To carry on business as dealers in synthetics yarns and naturals yarns including polyester, nylons, viscose, cottons, crimped, texturised, twisted, dyen yarns, polyesters fibers, acrylics fiber, polynosic fibers, viscose fibers, and blended yarns. 2) To carry in business of manufacturing, processing, importing, exporting and dealing in synthetics yarns, and natural yarns including polyester, nylons, viscose, cotton, blended, crimped, texturised, twisted, dyed yarns, polyester fibre, acrylics fibers, viscose fibre, and blended yarns. Board of Directors: The Board of Directors of the company is as follows:-

Sr.No Name of Director Designation 1 Jitendra K.Vakharia Director 2 Varsha Jitendra Vakharia Director


Sr No. Name of Shareholder No. of Shares

1 Varsha Jitendra Vakharia 634 2 M/s Everlon Solar Energy Private Limited 250 3 Jitendra K.Vakharia 430

Total 1314 Financial Performance of last Three Years (Audited) (Rs.Lacs)


36.12 35.29 45.67

Sales / Revenue 43.78 28.69 60.80 P A T 0.83 (10.73) 14.79 EPS (Rs.) (Basic / Diluted ) F. V. Rs.1000/- 63.29 (816.60) 1125.57 Book Value / Per Share F V Rs.1000/- 3748 3685 4475


• The equity shares of Everest Yarn Agency Private Limited are not listed on any stock exchange and it has not made any public or rights issue in the preceding three (3) years. It is not a sick Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985 nor is it under winding up.

• Further Everest Yarn Agency Private Limited not detailed as a willful defaulter by the Reserve Bank of India or any other Government authority and there are no violations of securities laws committed by it in the past or are pending against it.

• There are no litigations pending by or against Everest Yarn Agency Private Limited further, no notices were issued against.

• The face value of each Equity Share is ` 1000/- • Everest Yarn Agency Private Limited is not a Sick Company as defined in SICA

54

6) Everlon Power Limited:

Everlon Power Limited has its registered office situated at 67 Regent Chambers.208, Nariman Point. Mumbai, 400 021 Incorporated on 31st December of 2011 under the Companies Act, 1956 having CIN no U40101MH2010PLC211687.

Main Object of the company:

1) To promote, undertake, carry on the business of generating, developing, transmitting, distributing and supplying all forms of electrical power and to construct, lay down, establish, fix and carryout necessary power stations and with associated auxiliaries and to enter partnership, alliance or any other arrangement for technical, financial and operational assistance in India or abroad either under a strategic alliance or JV or any other arrangement, in India or any part of the world.

2) Thermal, hydel, wind, geo thermal, nuclear and fossil by setting up requisite power generation plants

with all necessary latest infrastructure facilities and equipments.

3) To manufacture on its own or with the help or in collaboration with other equipments for improving the fuel efficiency and increase the level of operational output of the above stated item by establishing and running captive generators and produce and transmit electrical energy by conventional, non-conventional, thermal, hydel, solar, wind and tidal waves, to develop and accumulate electrical power at such places, in accordance with the licenses issued by the Government either on own or in collaboration with Indian or International firms, and to transmit, distribute and supply electricity for consumption and / or for sale and generally to develop, generate, accumulate power at any place and to transmit, distribute, supply, sell and dispose such power over and above the requirements. To construct, establish, operate and manage coke oven, coal chemical plants, power stations, boiler houses, stream turbines, switchyards, transformer yards, substations, transmission lines, accumulators, workshop and all such works necessary for the manufacture of coke, coal chemicals, generating, accumulating, distributing and supply of electricity.

4) To carry on business of research, technical development, design, planning, advising, purchasing,

selling, testing, marketing, erecting, commissioning, supervising of power plants/stations, air separation plants, coal coke plants, either on own or in joint venture with Indian or International firms. To carry pm the business of manufacturers and dealers in industrial gases including oxygen, nitrogen, argon etc, to establish and run, operate, manage, oxygen plants, air separation plants either on own or in collaboration with Indian or International firms. To establish provide, maintain, construct, distributing industrial gases including oxygen, nitrogen, argon and other gases. To render professional and technical consultancy and advice any individual, firm, Company, Government or statutory undertakings, distribute or sell or buy, export organic and inorganic industrial gase.


Sr.No Name of Director Designation 1) Jitendra K.Vakharia Director 2) Varsha Jitendra Vakharia Director 3) Mr.Annamalai Senthikumar Annamalai Independent

55


Sr no. Share holders name Number of shares 1 Mrs. Varsha J.Vakharia 400012 M/s Everest Yarn Agency Pvt.Ltd. 99943 Mr.Dinesh P.Turakhia 14 Mr.Ashok C.Jain 15 Mr.Pradeep Kumar Pareek 16 Mr. Jitendra K.Vakharia 17 Mr.Vivek Mane 1 Total 50000



(6.39) (2.78) -

Sales / Revenue - - - P A T (3.61) (2.78) - EPs (Rs.) (Basic / Diluted ) (7.22) (5.56) - Book Value / Per Share 2.28 4.44 -

Stock Market Data – Not Applicable Details of Group Companies whose names have been struck off from RoC. None of our Group Entities have been struck off from the records of Registrar of Companies as “defunct companies”. Group Entities referred to BIFR/ Under Winding Up/having Negative Net Worth. Not Applicable Changes in Accounting Policies in the last three years. There have been no changes in the accounting policies of our Company in the last three years. Details of entities from which Promoter & Promoter Group has disassociated. Not Applicable

56

CURRENCY OF PRESENTATION

In the Information Memorandum, all reference to the word “Lac/Lacs” means “one hundred thousand” and “million/mn./millions” means “ten lacs”, “Crore” means “ten millions” and “billion/bn./billions” means “one hundred crores”. Further, any discrepancies in any table / this Information Memorandum between the total and the sum of the amounts are due to rounding-off. Throughout the Information Memorandum, currency figures have been expressed in “Lakhs /Lacs /Lac” except those, which have been reproduced/ extracted from sources as specified at the respective places. All references to “India” contained in this Information Memorandum are to the Republic of India. All references to “Rupees” or “Rs.” or “INR” or “`” are to Indian Rupees, the official currency of the Republic of India.

57

DIVIDEND POLICY Dividends, other than interim dividends, will be declared at the AGM of the shareholders based on the recommendation of the Board of Directors. The Board may, at its discretion, recommend dividends to be paid to the shareholders, considering a number of factors including, without limitation, our Company’s future expansion plans and capital requirements, profits earned during the Financial Year, cost of raising funds from alternate sources, liquidity position, applicable taxes including tax on dividend, as well as exemptions under tax laws available to various categories of investors from time to time and general market conditions. The dividend payments in the past are not necessarily indicative of the dividend amounts, if any, or the dividend policy, of our Company in the future. Our Company has not paid any Dividend since incorporation.

58

FINANCIAL INFORMATION

AUDITORS’ REPORT To the Members of Vakharia Power Infrastructure Limited. We have audited the accompanying financial statements of Vakharia Power Infrastructure Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our Qualified audit opinion. Basis for Qualified opinion The Company’s current investments are carried in the Balance Sheet at Rs.2, 74, 89,069/-. Management has stated same at cost instead of Fair Market Value which constitutes departure from the Accounting Standard referred to in the Sub-Section (3C) of Section 211 of the Act. Had current investment stated at Fair Market Value, the Net Profit stated in statement in Profit and Loss would have been lower by Rs.75,80,559/- and Shareholder’s Fund would have been reduced by that amount. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013; b) In the case of the Profit and Loss Account, of the profit for the year ended on that date;

And c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

59

1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that: a) we have obtained all the information and explanations which to the best of our knowledge and belief

were necessary for the purpose of our audit; b) in our opinion proper books of account as required by law have been kept by the Company so far as

appears from our examination of those books c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report

are in agreement with the books of account. d) Except for the effect of the matter described in Basis for Qualified opinion paragraph, the Balance

Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Place: Mumbai

For Poladia & Co. CHARTERED ACCOUNTANTS

(FIRM REGN NO.128274W Sd/-

P.T.POLADIA (PARTNER)

M.NO. 38757 Dated: 20th June 2013

60

VAKHARI POWER INFRASTRUCTURE LIMITED ACCOUNTING PERIOD ENDED 31ST MARCH, 2013

ANNEXURE TO THE AUDITOR’S REPORT REFERRED TO PARAGRAPH 3 OF OUR REPORT OF EVEN DATE: i) a) The Company has maintained proper records showing full particulars including quantitative

details and situation of fixed assets. b) Fixed Assets have been physically verified by the management during the period under audit. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of the assets. According to information furnished to us no material discrepancies have been noticed on such verification.

c) The Company has not disposed of any Fixed Assets during the period under audit. ii) The Company is not having any stock of inventory for the period under audit, hence clause 4 (ii) of the order is not applicable.

iii) a) The Company has not taken loan from company covered in register maintained under Section 301 of the Companies Act. 1956. The company has given loan during the period to one party covered in the register maintained u/s.301 of Companies Act, 1956. The Maximum amount outstanding during the period was Rs.7.68 Lacs

b) In our opinion, the rate of interest and other terms and conditions on which loans have been given

to companies, or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 are not prima-facie, prejudicial to the interest of the company.

c) There have been no conditions stipulated as regards to repayment of principal and interest.

ii) In our opinion and according to the information and explanations provided to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regards to Purchase of Shares, Fixed Assets and sale of Shares. During the course of our audit, no major weakness has been noticed in the internal control.

v) According to the information and explanations given to us, there are no transactions that need to be entered into the register maintained in pursuance of Section 301 of the Companies Act, 1956. Accordingly, paragraph 4 (v) (b) of the Order is not applicable. vi) The Company has not accepted any deposits from public. vii) The Clause 4 (vii) in respect of internal audit system is not applicable to company during the period under Audit. viii) The Clause 4 (viii) in respect of maintenance of cost record is not applicable to company during the period under audit ix) a) According to the records and as per information and explanations provided to us, the Company

is regular in depositing with appropriate authorities undisputed amount of provident fund, employee state insurance, income tax, sales tax, custom duty, cess and other statutory dues if any applicable to it.

b)According to the information and explanations given to us, no undisputed amounts payable in

respect of income-tax, wealth tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31st March, 2013, for a period of more than six months from the date they became payable.

c)According to the information and explanations given to us, there are no dues of income tax,

wealth tax, sales tax, customs duty, excise duty and cess which have not been deposited on account of any dispute.

61

x) In our opinion, the Clause 4 (x) not applicable for the period under audit.

xi) The Company has not taken loans from financial institution or has not issued debentures to any party; hence the question of default in repayment does not arise.

xii) In our opinion and according to the information and explanations given to us, no loans and

advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The Company is not chit/nidhi/mutual benefit fund/society and clause 4 (xiii) of the Order is not

applicable.

xiv) The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

xv) On the basis of the information and explanations given to us, the Company has not given any

guarantee for loans taken by others from bank or financial institutions.

xvi) The Company has not raised any term loan during the period. There is no term loan outstanding at the beginning of the year.

xvii) According to the information and explanations given to us and on overall examination of the

balance sheet and other records of the Company, we are of the opinion that funds, raised on short- term basis have not, prima facie, been used for long term investment and vice versa.

xviii) During the year, the Company has not made preferential allotment of shares to a party covered in

the Register maintained under Section 301 of the Companies Act, 1956.

xix) The Company did not have any outstanding debentures during the year.

xx) The Company has not raised any money by public issues during the year.

xxi) Based on the audit procedures performed and information and explanations given to us by the management, we report that no fraud on or by the Company has not been noticed or reported during the course of our audit.

Place: Mumbai

For Poladia & Co. CHARTERED ACCOUNTANTS

(FIRM REGN NO.128274W Sd/-

P.T.POLADIA (PARTNER)

M.NO. 38757 Dated: 20th June 2013

62

SUMMARY OF FINANCIAL INFORMATION The following table set forth below indicates a summary of the financial information derived from our financial statements as of and for the years ended March 31, 2013, prepared in accordance with Indian GAAP and the SEBI (ICDR) Regulations, 2009. The summary financial information presented below should be read in conjunction with the financial statements and the notes thereto.

Statement of Balance Sheet as on 31st March 2013 (` In Rupees)

Particulars Note 31.03.2013 31.03.2012 I. Equity and Liabilities

1. Shareholders’ Funds a. Share Capital 1 30273600.00 500000.00 b. Reserves and Surplus 2 375719.00 -

30649319.00 500000.00 2. Non-Current Liabilities

a. Long-term Borrowings - - b. Other Long-term Liabilities - -

3. Current Liabilities

a. Short-term Borrowings 0.00 - b. Trade Payables 3 55236.00 - c. Other Current Liabilities 0.00 - d. Short-term Provisions 4 9862.00 -

65098.00 - TOTAL 30714417.00 500000.00

II. Assets 1. Non-Current Assets

a. Fixed Assets i. Tangible Assets - - ii. Intangible Assets 5 2956974.00 - iii. Capital Work-in-Progress - - iv. Intangible Assets Under Development - - v. Non-Current investments - -

Total (a) b. Deferred Tax Assets (Net) - - c. Long-term Loans and Advances 6 168455.00 450000.00 d. Other Non Current Assets 7 35763.00 44704.00

3161192.00 494704.00 2. Current Assets

a. Current Investments 8 27489070.00 - b. Inventories - - c. Trade Receivables - - d. Cash and Bank Balances 9 47481.00 5296.00 e. Short-term Loans and Advances 10 13483.00 - f. Other Current Assets 11 3191.00 -

27553225.00 5296.00

TOTAL 30714417.00 500000.00

63

Statement of Profit and Loss for the period ended March 31, 2013 (` In Rupees)

Sr. No.

Particulars (Refer Notes Below) Notes 31.03.2013

Audited 31.03.2012

Audited 1 Income from operations

(a) Net sales/ income from operations (Net of excise duty) 12 1006997.00 -

(b) Other operating income - - Total income from operations (net) - -

2 Expenses (a) Cost of materials consumed - - (b) Purchases of stock-in-trade - -

(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade

-

-

(d) Employee benefits expense 13 96000.00 - (e) Depreciation and amortisations expense - - (f) Other expenses 14 729091.00 - Total Expenses 825091.00 -

3 Profit / (Loss) from operations before other income, finance costs and exceptional items (1-2)

-

4 Other income -

5 Profit / (Loss) from ordinary activities before finance costs and exceptional items (3 + 4)

181906.00 -

6 Finance costs -

7 Profit / (Loss) from ordinary activities after finance costs but before exceptional items (5 + 6)

181906.00

8 Exceptional items - 9 Profit / (Loss) from ordinary activities before tax (7 + 8) 181906.00 -

10 Tax expense - Current Tax 9862.00 Income Tax provisions for earlier year’s written back -

11 Net Profit / (Loss) from ordinary activities after tax (9 + 10) 172044.00 12 Extraordinary items (net of tax expense ` ____ Lacs) - 13 Net Profit / (Loss) for the period (11 + 12) 172044.00 14 Share of profit / (loss) of associates - 15 Minority interest -

16 Net Profit / (Loss) after taxes, minority interest and share of profit / (loss) of associates (13 + 14 + 15) 172044.00

17 Paid-up equity share capital (Face Value @ Rs.1/-) 30273600.00

18 Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year -

19.i Earnings per share (before extraordinary items) (of ` 1/- each) (Annualised):

(a) Basic 0.006 (b) Diluted -

19.ii Earnings per share (after extraordinary items) (of ` 1/- each) (Annualised):

(a) Basic 0.006 (b) Diluted -

See accompanying note to the financial results:-

64

CASH FLOW STATEMENT AS PER CLAUSE 32 OF THE LISTING AGREEMENT 2012-2013 2011-2012 A. CASH FLOW FROM OPERATING ACTIVITIES : Net Profit/(Loss) before Tax and Extraordinary items 181906 - Adjustment for : Depreciation 0 - Assets Written off 0 - (Profit) / Loss on sale of shares 0 - (Profit) / Loss on Sale of Assets (478582) - Interest Paid 0 - Dividend Received (496508) - Interest Received (31907) - Profit on Sale of Assets 0 - Operating Profit before Working Capital Charges (825091) - Adjustment for : Trade and other Receivables 273812 - Inventories 0 - Trade Payable (65098) - NET CASH FROM OPERATING ACTIVITIES ( A ) (616377) -

B. CASH FLOW FROM INVESTING ACTIVITIES : Purchase of Fixed Assets 0 - Sale of Fixed Assets 0 - Assets Written off 0 - Profit on sale of assets 0 - (Increase) / Decrease in Investments (27489070) - Dividend Received 496508 - Interest Received 31907 - Profit/ (Loss ) on sale of Assets 0 - Profit/ (Loss ) on sale of shares 478582 - NET CASH FROM INVESTING ACTIVITIES ( B ) (26482073) -

C. CASH FLOW FROM FINANCING ACTIVITIES : Proceeds from Secured Loans 0 - Proceeds from Short Term Loans 0 - Proceeds from Long Term Loans 0 - Increase / (Decrease) in Capital 29773600 - Adjustment on account of Demerger (2632965) - Interest Paid 0 - NET CASH FROM FINANCING ACTIVITIES ( C ) 27140635 -

Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) 42185 -

CASH AND CASH EQUIVALENTS : Opening Balance in the beginning of the year 5296 - Closing Balance at the end of the year 47481 - NET INCREASE/(DECREASE) IN CASH & CASH EQUIVALENTS 42185 -

65

NOTES ON FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31ST MARCH 2013 Note 1 (in Rs.) Share Capital Current Year ended 31st March 2013 Previous year ended 31st March

2012 Authorised: (3,25,00,000 Equity share of Rs.1/-each

3250000 500000

Issued: (3,02,73,600 Equity shares of Rs.1/- Each )

30273600 500000

Subscribed: 3,02,73,600 Equity Share Capital Of Rs 1/- Fully paid up.

30273600 500000

Total 30273600 500000

a) Rights and Restriction of the equity shares holders: Following are the rights attached to 30273600 equity shares:-

1) Rights to receive dividends as may be approved by the Board/ Annual General Meeting. 2) Rights to attend the Annual General Meeting of the company and right to vote. Apart from the above, the equity shares rank Pari Passu and are subject to the rights, Preference and restrictions under the Companies Act. b) There are Nil numbers of shares (previous year Nil) in respect of each class in the company held by its holding Company or its ultimate holding company including shares held by or subsidiary or associates of the holding company including shares held by or by subsidiary or associates of the holding company or the ultimate holding company in aggregate. c) Shares in the company held by each share holders more than 5 % shares.

Name of the share holders No of shares held Percentage (%) Jitendra K.Vakharia (HUF) 4513188 14.67 Jitendra K.Vakharia 3036000 09.87 Prachi Jitendra Vakharia 2352006 07.64 Vassha Jitendra Vakharia 1639920 05.33

d) There are Nil Number of shares (Previous Year NIL) reserved for issue under option and contracts / commitments for the sale of shares / disinvestment including the terms and amounts.

e) For the period of five years immediately preceding the date as at which balance sheet is prepared. Particulars No of Shares Aggregate number and class of shares allotted as fully paid up pursuant to contract (s) without payments being received in cash

Nil

Aggregate number and class of shares allotted as fully paid up

Nil

Aggregate number and class of shares brought back Nil f) There are no securities (Previous year nil) convertible into Equity / Preferential shares. g) There are no calls unpaid (Previous year no) including calls unpaid by Directors and officers as on balance sheet date.

66

h) Reconciliation of numbers of shares outstanding at the beginning and the end of year. Particulars Current Year ended 31st March 2013 Previous Year ended 31st March 2012 Equity Shares outstanding on beginning of the year of the face value of Rs.10/- each.

50000 50000

As per the scheme of Arrangement, the denomination of the face value of equity shares changed to Rs.10/- to Rs.1 /- each

500000 -

Less: Reduction in capital as per clause 7.10 of Hon’ble Bombay High Court order dated 14/09/2012 after converting into Rs.1/- each.

500000 -

Add: Shares allotted on 23/11/2012 on account of Scheme of Arrangement of Everlon Synthetics Limited as per Hon’ble Bombay High Court order dated 14/09/2012

30273600 -

Balance at the end of the year. 30273600 - (Face Value of Rs.1/- Each)

NOTE 2 – Reserve & Surplus Particulars Current Year ended 31st March

2013 Current Year ended 31st March 2012

a) Capital Reserve - - b) Capital Redemption Reserve - - c) Securities Premium Reserve - - d) Debenture Redemption Reserve - - e) Revaluation Reserve - - f) Shares Options Outstanding Account - - g) Others General Reserve - - As per last Balance sheet - - Less : Transfer from Profit and loss Account

- -

Balance - - h) Surplus: As per last Balance sheet Nil Add: Profit of Previous year added due to Scheme of Arrangement (Demerger) as per Bombay High Court order

203675 -

Add: Surplus for the current period 172044 - Total 375719 - Less: Transferred to General Reserve Nil Proposed Dividend - - Tax on Dividend - - Balance 375719 Gross Total ( a+ h ) 375719

67

b) There is no reserve specifically represented by earmarked investment which can be termed as fund.

NOTE – 3 TRADE PAYABLES: - Particulars Current year ended 31st March 2013 Previous year ended 31st March 2012 a) Due to Micro, Small & Medium Enterprises

55236 -

b) Others - - Total 55236 - NOTE – 4 SHORT TERM PROVISONS:- Particulars Current year ended 31st March 2013 Previous year ended 31st March 2012 Provisions for Tax (A.Y.2012-13)

9862

-

Total 9862. NOTE - 5 FIXED ASSETS:- Particulars Current year ended 31st March 2013 Previous year ended 31st March 2012 a) Intangible Assets - - b) Goodwill 2956974 - Total 2956974 Note: - 1) The Company has created Goodwill as per Clause 8.5 as per Hon’ble Bombay High Court dated 14/09/2012. NOTE - 6 LONG TERM LOANS AND ADVANCES:- Particulars Current year ended 31st March 2013 Previous year ended 31st March 2012 a) Capital Advances - - b) Security Deposits - - c) Loans & Advances to Related Parties

153955 450000

d) Other Loans & Advances 14500 - Total 168455 450000 NOTE – 7 OTHER NON- CURRENT ASSETS:- Particulars Current year ended 31st March 2013 Previous year ended 31st March 2012 a) Preliminary & Pre- operation expenses

35763 44704

Total 35763 44704

68

NOTE – 8 INVENTOREIS Paid-up value per shares (Rs.)

Scrip name As on 31st March 2013. As on 31st March 2012

No of shares Amount No of shares Amount 10/- Alok Industries Limited 88000 2152880 - - 10/- Anjani Synthetics Limited 17200 666583 - - 1/- Ashok Leyland Limited 1400 35434 - - 5/- Bharati Airtel Limited 1000 430260 - - 10/- Binani Industries Limited 2000 468872 - - 10/- Cairn India Limited 500 146295 - - 10/- Chambal Fertilisers Limited 2500 176010 - - 10/- Dena Bank Limited 4398 357011 - - 10/- Development Credit Bank Limited 2000 90003 - - 2/- EIH Limited 3816 415778 - - 5/- Excel Corp Care Limited 2575 589479 - - 10/- Futura Polyester Limited 4000 177080 - - 10/- GHC Limited 500 24858 - - 10/- Gujarat State Petronet Limited 3000 316005 - - 1/- Hindalco Industries Limited 5500 761140 - - 10/- IDBI Limited 5400 622502 - - 10/- IFCI Limited 13000 490132 - - 10/- India Nippon Electricals Limited 2732 497142 - - 10/- Indian Overseas Bank 8850 737744 - - 5/- Infosys Tech Limited 165 419525 - - 10/- Innovassynth Investment Limited 2172 0 - - 10/- Jaipan Industries Limited 6840 251074 - - 1/- J M Financial Limited 10300 198583 - - 1/- K S Oils Limited 4000 14168 - - 1/- Koffee Break Picture Limited 7000 21770 - - 1/- Lanco Infratech Limited 4000 86400 - - 2/- Larsen & Toubro Limited 750 1299755 - - 10/- Mahaan Industries Limited 2000 154600 - -

10/- MRPL Limited 1400 112084 - - 10/- National Hydro Power Corp Limited 2000 39900 - - 10/- Neyveli Lignite Corporation Limited 1050 86029 - - 10/- Nirlon Limited 2831 128400 - - 10/- NTPC Limited 2000 355220 - - 10/- Orchid Chemicals & Pharma Limited 100 6023 - - 10/- Petronet LNG Limited 5000 890550 - - 10/- Power Grid Corporation Limited 1175 140793 - - 10/- Punjab Chemicals & Corp Limited 2000 340589 - - 10/- Reliance Capital Limited 1000 576210 - - 10/- Reliance Communications Limited 3600 339255 - - 10/- Reliance Industries Limited 7500 6272254 - - 10/- Rural Electrifications Corp.Limited 500 107968 - - 10/- Salzer Electronics Limited 53810 3541399 - - 10/- Sharp India Limited 8521 200899 - - 10/- Shree Digvijay Cement Co.Limited 1000 14816 - - 1/- Shree Renuka Sugars Limited 1000 35070 - - 10/- S.M. Dyechem Limited 10 4800 - -

69

10/- Southern Petrochemicals Ind. Limited

1499 23984 - -

2/- Sterlite Technologies Limited 1000 31820 - - 10/- Tata Chemicals Limited 200 83968 - - 10/- Tata Power Limited 1250 119685 - - 10/- Tata Steel Limited 1550 792124 - - 10/- Transwarranty Finance Limited 2352 23012 - - 1/- Voltas Limited 1244 123955 - - 5/- Welspun Corp Limited 6550 463124 - - 10/- Welspun Syntex Limited 10821 258842 - - TOTAL 27489070 - Aggregate amount of quoted Investment : - 27489070 Market Value of Quoted Investment : - 19908510 Aggregate Amount of Unquoted Investment : - Nil NOTE – 9 CASH & CASH EQUIVALENTS:- Particulars Current year ended 31st March 2013 Previous year ended 31st March 2012 a) Bank Balance with Banks i) In Currents Accounts 20710 1120 ii) In unpaid Dividends Account - - iii) In Fixed Deposits - - b) Cheque & Drafts on hand - - c) Cash – on – hand 26771 4176 d) Others - - Total 47481 5296 NOTE – 10 SHORT TERM LOANS & ADVANCES:- Particulars Current year ended 31st March 2013 Previous year ended 31st March 2012 a) Loans & Related Parties - - b) Others - - Prepaid Expenses 13483 - Staff Advances - - Advances for Expenses - - Total 13483 - NOTES – 11 OTHER CURREN EXPENSES:- Particulars Current year ended 31st March 2013 Previous year ended 31st March 2012 TDS on Interest Recd 3191 - Total 3191 - NOTE – 12 OTHER INCOME Particulars Current year ended 31st March 2013 Previous year ended 31st March 2012 a) Interest income 31907 - b) Dividend Income 496508 - c) Net gain on sale of Investment 478582 - d) Other non operating Income - - Total 1006997 -

70

NOTE – 13 EMPLOYEE BENEFIT EXPENSES Particulars Current year ended 31st March 2013 Previous year ended 31st March 2012 Salaries & Wages (including Bonus) 96000 - Contribution to provident fund & other funds

- -

Employees welfare - - Total 96000 - NOTE – 14 OTHER EXPENSES Particulars Current year ended 31st March 2013 Previous year ended 31st March 2012 Bank Charges & Commission 695 - Legal & Professional Charges 36216 - Printing & Stationery 1050 - Computer Expenses 6950 - Auditor Remunerations: - Audit fees 15000 - - Taxation Matters 2000 - - Certifications Works 3000 - Miscellaneous Expenses 664180 - Total 729091 - NOTE – 15 ACCOUNITNG POLICES AND NOTES FORMING PART OF THE ACCOUNTS 01. ACCOUITNG POLICES:

a) RECOGNITION OF INCOME AND EXPENDITURE:- The Accounts are prepared on actual basis.

b) FIXED ASSESTS AND DEPRECIATION :- Fixed Assets includes all expenditure of capital nature and are stated at cost of Acquisition, installation, and commissioning. Fixed Assets are stated at historical cost No Depreciation has been provided on Goodwill during the period ended 31St March, 2013.

c) INVESTMENT:- Investments are valued at cost inclusive of expenses incidental to their acquisition. Current investments are carried at cost.

d) IMPAIRMENT OF ASSETS:- If internal / external indications suggest that an asset of the company may be impaired, the recoverable amount of assets / cash generating unit is determined on the balances sheet date and if it is less than it is carrying amount, the amount of the assets / cash generating unit is reduced to the said recoverable amount. The recoverable amount is measured as the higher of net selling price and value in use of such assets / cash generating unit, which is determined by the present value of the estimated future cash flows.

e) PROVISION FOR RETIREMENT BENEIFTS:- Provision for gratuity is not made in the accounts as none of employee is eligible for the same.

f) CONTINGENT LIABILITIES :- Contingent liabilities are not provided for in the accounts and are disclosed separately in notes on accounts.

02. Segment Results During the year, the company has only one reportable segment, I.e. investment. Hence separate segment report as required under accounting standard 17 is not presented.

71

03. Related party Disclosures (As identified by the management) I) Related Party Relationships: Everlon Synthetics Limited. a) Where control Exits Nil b) Key Management Personnel Nil c) Relative of Key Management Personnel Nil d) Other related parties Nil ii). Transactions with Related Parties (Rupees)

04. Earning per share: Particulars Year Ended March 2013 Year Ended March 2012 Profit / (Loss) attributable to the equity Shareholders (Rupees)

172044 Nil

Number of Equity Shares Outstanding during the year 30273600 500000 Nominal value of Equity Shares Rs. 1/- Rs.10/- Basic/diluted earnings per share (Rs.) (With exceptional Income)

0.006 Nil

Basic/diluted earnings per share (Rs.)(Without exceptional Income)

0.006 Nil

05. The Company has not recognised “Deferred Tax Assets” as required by Accounting Standard 22. (Accounting for Taxes on Income”) issued by Institute of Chartered Accountants of India as Company is not certain that Sufficient taxable income will be available against which such “Deferred Tax Assets” can be realised. 06. a) As per Order dated 14/09/2012 of the Hon’ble High Court, Bombay, the Investment Business of Everlon Synthetics Ltd (ESL) was transferred and vested into the company (VPIL) and the assets and liabilities of The Investment Division were accounted in the books of VPIL at the book value as per clause 8.01 of the

Scheme of Arrangement and applicable accounting standards

b) Upon coming into effect the Scheme of Arrangements, the members of Everlon Synthetics Limited (ESL) were allotted shares of the company (VPIL) in the ratio of one equity share of VPIL for every one equity share of ESL as of record date.

c) The Company has ceased to be subsidiary of Everlon Synthetics Ltd w.e.f. 23/11/2012

07. Particulars Year Ended 31st March 2013 Year Ended 31st March 2012 Auditors Remuneration is Rs.20,000/- Account is made up of: Audit Fees 15000 - Taxation Matters 2000 - Certification Work 3000 -

Type of Description of the nature Volume 2012-13 Volume 2011-12

Parties of the transaction of Trans. Outstanding of Trans. Outstanding

2012-13 Receivable Payable 2011-12 Receivable Payable

Where Loans 1413194/- 153955/- ----- ----- ----- -----

Control

Exists

72

08. In the opinion of the Board, Current Assets, Loans and Advances are approximately of the same value as stated in the Balance Sheet if realised in the ordinary course of business.

09. Contingent Liabilities: - Nil

10. There are no Micro, Small and Medium Enterprises, as defined in Micro, Small, Medium Enterprises

Development Act, 2006 to whom the Company owes on account of principal amount together with interest

and accordingly no additional disclosures have been made.

11. The information required under paragraph 3 & 4 of part II of Schedule VI of Company’s Act 1956 (As certified by the management) to the extent applicable are as under. Particulars Year Ended 31st March 2013 Year Ended 31st March 2012 i) Value of Import on CIF Basis Nil Nil ii) F.O.B. Value of Exports Nil Nil iii) Expenditure, Earning and Remittance in foreign Currency

Nil Nil

iv) Estimated amount of contracts Remains to be executed on capital Account and not provided for

Nil Nil

v)Value of Raw Materials consumed a) Indigenous b) Imported

Nil Nil

Nil Nil

12 Sundry creditors are subject to confirmation. 13. Previous year’s figures have been regrouped, rearranged or recast wherever considered necessary, so as to make them comparable with current year figures.

SIGNATORIES TO NOTES NO. 1 TO 15.

As per our report of even date For POLADIA & CO. CHARTERED ACCOUNTANTS (FIRM REGN NO. 128274 W) SD/- P.T.POLADIA (PARTNER) M.NO.38757 Place : Mumbai

For and on behalf of the board of Directors

SD/-

J.K.Vakharia Director.

SD/-

V.J.Vakharia

Director. Date : 20th June 2013

73

UNAUDTIED FINANCIAL RESULTS (PROVISIONAL) FOR THE QUARTER ENDED 30TH SEPTEMBER, 2013.

Un Audited Un Audited Audited Quarter ended Year ended Year ended Particulars 30-09-2013 30-06-2013 30-09-2013 31-03-2013Income from operations 1. a) Net sales / Income from operations (Net of excise only)

0 0 0 0

b) Other Operating Income 3.09 1.39 4.48 10.07Total Income from operations (net) 3.09 1.39 4.48 10.072. Expenses a) Cost of materials consumed 0 0 0 0 b) Changes in inventories of finished goods, work in 0 0 0 0 Progress and stock in trade c) Employees benefits expense 0 0 0 0 d) Depreciation & amortization expense 2.96 0 2.96 0 e) Power & Fuel 0 0 0 0 f) Other expenses 15.02 9.18 24.20 7.29Total Expenses 18.70 9.34 28.04 8.253. Profit/(loss)from operations before Other Income, finance

(15.61) (7.95) (23.56) 1.82

Costs and Exceptional items 4. Other Income 0 0 0 05. Profit/(loss)from ordinary activities before finance cost (15.61) (7.95) (23.56) 1.82 And exceptional items. 6. Finance Costs 0 0 0 07. Profit/(loss)from ordinary activities after finance costs (15.61) (7.95) (23.56) 1.82 but before exceptional items. 8. Exceptional items 0 0 0 09. Profit / (loss) from ordinary activities before tax (15.61) (7.95) (23.56) 1.8210.Tax Expense 0 0 0 011.Net Profit/(loss) from ordinary activities after tax (15.61) (7.95) (23.56) 1.8212. Extraordinary items (Net of tax expenses) 0 0 0 013. Net Profit / (loss) for the period (15.61) (7.95) (23.56) 1.8214. Paid up Equity Share Capital – (Face value Rs.1/-each) 302.73 302.73 302.73 302.7315. Reserves excluding Revaluation Reserve as per balance sheet of previous accounting year.

3.75

16i) Earnings per sheet (before extraordinary items) (of Rs.1/- each) (not annualised) : a) Basic (0.05) (0.03) (0.08) 0.01 b) Diluted 16ii) Earnings per sheet (after extraordinary items) (of Rs.1/- each) (not annualised) : a) Basic (0.05) (0.03) (0.08) 0.01 b) Diluted

74

30.09.2013 30.06.2013 31.03.2013

A. PARTICULARS OF SHAREHOLDING 1. Public Shareholding - Number of Shares (in lacs) 131.34 131.34 131.34 - Percentage of shareholding 43.39% 43.39% 43.39%2. Promoter & promoter Group shareholding (a) Pledge / Encumbered - Number of Shares in (lacs) Nil Nil Nil - Percentage of shares (as a% of the total shareholding of Promoter and promoter group) - Percentage of share (as a% of the total share capital of Nil Nil Nil the company). (b) Non-encumbered - Number of Shares in (lacs) 171.39 171.39 171.39 - Percentage of shares (as a% of the total shareholding of 100% 100% 100% Promoter and promoter group) - Percentage of share (as a% of the total share capital of 56.61% 56.61% 56.61% the company).

Particulars B. INVESTORS COMPLAINTS Pending at the beginning of the quarter NIL Received during the quarter NIL Disposed of during the quarter NIL Remaining unresolved at the end of the quarter NIL Unaudited statements of assets and liabilities:- As at

30/09/2013 As at

31/03/2013 Particulars Un Audited Audited A. EQUITY AND LIABILITIES 1. Shareholders’ funds a) Share Capital 302.73 302.73 b) Reserves and surplus (19.80) 3.76 c) Money received against the share warrants Sub total – Shareholders funds 282.93 306.46 2. Share application money pending allotment 0.00 0.00 3. Minority Interest * 0.00 0.00 4. Non current liabilities (a) Long-term borrowings 0 0 (b) Deferred tax liabilities 0 0 ( c ) Other long term liabilities 0 0 (d) Long-term provisions 0 0 Sub total – Non Current liabilities 0 0 5. Current liabilities (a) Short term borrowings 20.62 0 (b) Trade payables 0.03 0.55 (c ) Other current liabilities 0 0 (d) Short term provisions 0.00 0010 Sub total - Current liabilities 20.65 0.65 Total – EQUITY AND LIABILITIES 303.58 307.14

75

B. ASSETS

1. Non current assets (a) Fixed assets (Intangible Assets) 26.61 29.57 (b) Non-current investments 0 0 (c ) Deferred tax assets (net) 0 0 (d) Long-term and advances 0 1.68 (e) Other non-current assets 0.31 0.36 Sub total – Non-current assets 26.92 31.61 2. Current assets (a) Current investments 276.00 274.89 (b) Inventories 0 0 (c ) Trade receivables 0 0 (d) Cash and cash equivalents 0.46 0.48 (e) Short term loans and advances 0.17 0.13 (f) Other current assets 0.03 0.03 Sub total - Current assets 276.66 275.53 Total - ASSETS 303.58 307.14

NOTES: 1) The above results for the quarter ended have been received by Audit Committee and approved by the Board

of Directors at their meeting held on 10/10/2013. 2) Previous period / year figures have been regrouped / re-arranged wherever necessary to comply with

revised Schedule VI of Companies Act, 1956 requirements. 3) The Company has received In- principle approval for listing of its Equity Share from BSE and the

Company has also received letter from SEBI granting its relaxation of Rule 19(2)(b) of Securities Contracts (Regulation) Rules 1957.

4) The Board of Directors are of the opinion that the diminution in value of current investment is purely

temporary in nature and Management is of the opinion that in the long term, the current investment made may have an appreciation.

Place: Mumbai.

By the order of the boardFor Vakharia Power Infrastructure Limited

Sd/- Director

Date: 10th October 2013

76

Review Report to: Board of Directors, Vakharia Power Infrastructure Ltd., 67, Regent Chambers, 208 Nariman Point, Mumbai - 400 021. We have reviewed the accompanying statement of unaudited financial results of Vakharia Power Infrastructure Limited for the period ended 30th September 2013 except for the disclosures regarding ‘Public Shareholding’ and ‘Promoter and Promoter Group Shareholding’ which have been traced from disclosures made by the management and have not been audited by us. This statement is the responsibility of the Company’s Management and has been approved by the Board of Directors. Our responsibility is to issue a report on these financial statements based on our review. We conducted our review in accordance with “Standard on Review Engagement (SRE) 2400”, engagements to Review Financial Statements issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion. Management has informed us that current investments has been stated at “Cost” instead of “Fair Market Value” as required by Accounting Standard (AS) 13 “Accounting For Investments” issued by Institute of Chartered Accountants of India. Had current investment been stated at “Fair Market Value” the loss would have higher by Rs.64,35,678/- and Reserves would have been lower by that amount. Based on our review except the effect of stating current investment at cost instead of Fair Market Value as described in previous paragraph, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results prepared in accordance with applicable accounting standards and other recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of Clause 41 of the Listing Agreement including the manner in which it is to be disclosed, or that it contains any material misstatement. Place: Mumbai

For POLADIA & CO.Chartered Accountants

(Firm Regn.No. 128274WSd/-

P.T.PoladiaPartner

(M No. 38757)Date: 10/10/2013

77

GROUP COMPANIES FINANCIAL AND OTHER INFORMATION

The Company has seven group companies including one listed company. But in accordance with para-2, sub-item C of item-IX of Part-A of Schedule-VIII of the ICDR Regulations details of only top one listed group company on the Basis of market capitalization is furnished herewith: LISTED COMPANY: 1. EVERLON SYNTHETICS LIMITED (ESL) BSE Code: 514358

• Date of Incorporation - 26th July 1989 • Principal Business- Manufacturers of Polyester Texturised Yarns. Share Holding Pattern as on 30th September 2013.




No. of Shareholders

Total No. of Shares



As a % of (A+B+C)

Number of

shares



(1) Indian Individuals / Hindu Undivided Family 9 14503414 14503414 47.908 47.908 - -

Bodies Corporate 4 3017860 3017860 9.969 9.969 - - (2) Foreign - -


13 17521274 17521274 57.876 57.876 - -


(1) Institutions - - (2) Non-Institutions Bodies Corporate 40 302712 288912 1.000 1.000 - - Individuals Individual shareholders holding nominal share capital up to ` 1 lakh

2859 6788333 3684323 22.423 22.423 - -


9 3024761 3024761 9.991 9.991 - -

Any Others (Specify) - - Non Resident Indians 13 2636470 2618470 8.709 8.709 - - Sub Total 2922 12752326 9616516 42.124 42.124 - - Total Public shareholding (B) 2922 12752326 9616516 42.124 42.124 - -

Total (A)+(B) 2935 30273600 27137790 100.00 100.00 - - (C) Shares held by Custodians and against which Depository Receipts have been issued

- -

Total (A)+(B)+(C) 2935 30273600 27137790 100.00 100.00 - -

78

Capital Structure:-

Particulars Year ended 31st March 2013. Authorised : 6,00,00,000 Equity shares of Rs.1/- each 6,00,00,000 Issued:- 3,03,04,600 Equity shares of Rs.1/- 3,03,04,600 Subscribed & Paid up :- 3,02,73,600 Equity Shares of Rs.1/- 3,02,73,600 Add:- Paid up value of the shares 18,600 (Forfeited 31200 Equity Shares of Rs.1/-) Total 3,02,92,200

Details of Board of Director as on 31st March 2013.

Sr no Name of Director Whether independent or non- independent

1) Mr.Jitendra K.Vakharia Promoter 2) Mrs.Varsha J.Vakharia Promoter 3) Mr.Kamlesh C.Sanghavi Independent 4) Mr.Dinesh P.Turakhia Independent

Financial Performance of last Three Years (Rs. Lacs) (Audited)


(131.66) (77) (158.80)

Sales / Revenue 4804.84 4260.31 2620.13 P A T 18.68 82.47 57.16 EPs (Rs.) (Basic / Diluted ) 0.06 * 1.63 * * 1.13 * * Book Value / Per Share 0.56 * 8.47 * * 6.85* * * Face Value of Rs.1/- Per Share. * * Face Value of Rs.10/- Per Share.

79

Stock market Data:

Month B S E High Low

March 2013 * * * 2.30 1.30 February 2013 * * * 2.98 2.00 January 2013 * * * 3.55 2.06 December 2012 * - - November 2012 * * 13.57 10.5 October 2012 * * 11.43 9.65 September 2012 * * 12.94 10.70August 2012 * * 11.91 10.35July 2012 * * 12.67 10.45June 2012 * * 14.30 10.60May 2012 * * 13.85 9.91 April 2012 * * 11.94 9.68

* December 2012 – trading was suspended for procedural activities (Scheme of Arrangement) * * Face Value of Shares is Rs.10/- * * * Face Value of Shares Change from Rs.10/- to Rs.1/-

The Company’s Share Transfer Agent M/s. Sharex Dynamic India Private Limited handles the investors' grievances. The average time taken redress investor's grievance is between 7 to 10 days depending upon the nature of complaint/ request. Particulars of investor’s grievances during The period from April, 2013 to September 2013 are as follows:- Complaints Received: Nil. Resolved/ Replied: Nil. Pending: Nil.

80

LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATIONS, MATERIAL DEVELOPMENTS AND OTHER DISCLOSURES Except as described below, there are no outstanding litigations, suits, civil or criminal prosecutions, proceedings before any judicial, quasi-judicial, arbitral or administrative tribunals, including pending proceedings for violation of statutory regulations or, alleging criminal or economic offences or tax liabilities or any other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (i) of Part 1 of Schedule XIII of the Companies Act) against our Company, our Directors, our Promoter and our Group Entities that would have a material adverse effect on our business. Further there are no defaults, non-payments or overdue of statutory dues, institutional/bank dues and dues payable to holders of debentures or fixed deposits and arrears of cumulative preference shares that would have a material adverse effect on our business. This section has been divided into seven parts: Part 1 Contingent Liabilities of our Company (Refer part 1 ) Part 2 Litigation relating to our Company Part 3 Litigation against out Directors Part 4 Litigation relating to our Promoter and Group Companies Part 5 Penalties imposed in past cases Part 6 Amounts owed to Small Scale Undertakings and other Creditors Part 7 Material Developments Part 1 Contingent Liabilities of our Company: Nil Part 2 Litigation relating to Our Company

A) FILED AGAINST OUR COMPANY

1. Litigation Involving Civil Laws:

2. Litigation Involving Criminal Laws:

3. Litigation Involving Securities and Economic Laws

Sr No.

Case No. (s) Parties Authority Subject Matter and relief sought / brief history

Amount involved (in Lacs)

Present Status

NIL NIL NIL NIL NIL NIL

4. Litigation Involving Statutory Laws

Sr No.



Present Status


Sr No.



Present Status


Sr No.



Present Status


81

5. Litigation Involving Labour Laws

Sr No.



Present Status


(B) FILED BY THE ISSUER COMPANY • Litigation Involving Civil Laws

• Litigation Involving Criminal Laws

Sr No.



Present Status


• Litigation Involving Securities and Economic Laws Sr No.



Present Status


• Litigation Involving Statutory • Central Sales Tax • Income Tax

• Litigation Involving Labour Laws

PART 3 - LITIGATION AGAINST OUR DIRECTORS A. Litigations against Directors of the Company:

Sr No.



Present Status

NIL NIL NIL NIL NIL NIL B. Cases Filed by Directors of the Company:

Sr No.



Present Status


Sr No.



Present Status


Sr No.


Amount involved

(Rs. in Lacs)

Present Status


Sr No.



Present Status


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PART 4 - LITIGATION RELATING TO OUR PROMOTER AND GROUP COMPANIES

• GROUP COMPANY : EVERLON SYNTHETICS LIMITED A) Litigation against Group Company

B) Cases Filed by Group Company:

• OUR PROMOTER GROUP Litigation against Promoter Group Company:

Sr No.



Present Status


Outstanding Litigations involving in Promoter Group

Sr No

Case No. (s)

Parties Authority Subject Matter and relief sought / brief history

Amount involved (in

Lacs)

Present Status


Sr No.



Present Status

1 - Central Excise (Central excise 1994)

Commissioner (adjudication) of Central Excise

Excise Duties Rs 0.95 Pending

2 - Central Excise (Central excise 1994)

Commissioner (adjudication) of Central Excise

Excise Duties Rs.444.45 Pending

Sr No.



Present Status

Nil NIL NIL NIL NIL NIL

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REGULATORY AND STATUTORY DISCLOSURES

Regulatory and Statutory Disclosures Authority for the Scheme The Hon’ble High Court of Judicature at Bombay, by its Order dated 14th September, 2012 has approved the Scheme of Arrangement between Everlon Synthetics Limited and Vakharia Power Infrastructure Private Limited and their respective shareholders. Prohibition by SEBI The Company, its Directors, its Promoters, other Companies promoted by the Promoters and Companies with which the Company’s Directors are associated as Directors have not been prohibited from accessing the capital markets under any order or direction passed by SEBI. Caution The Company accepts no responsibility for statements made otherwise than in the Information Memorandum or in the advertisements to be published in terms of CIRCULAR NO. SEBI/CFD/SCRR/01/2009/03/2009 DATED SEPTEMBER 3, 2009 or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. All information shall be made available by the Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner. Disclaimer Clause of BSE As required, a copy of this Information Memorandum has been submitted to BSE. BSE has vide its letter dated February 13, 2012, approved the said Scheme under Clause 24(f) of the Listing Agreement and by virtue of that approval BSE’s name in this Information Memorandum has been incorporated as one of the Stock Exchanges on which the Company’s securities are proposed to be listed. 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 listed or will continue to be listed 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 apply for or otherwise 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.

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Filing Copies of this Information Memorandum have been filed with BSE on 22-10-2013 Listing Application will be made to BSE for permission to deal in and for an official quotation of the Equity Shares of the Company. The Company has nominated BSE as the Designated Stock Exchange for the aforesaid listing of the shares. The Company shall ensure that all steps for the completion of necessary formalities for listing and commencement of trading at all the Stock Exchanges mentioned above. Demat Credit The Company has executed Agreements with NSDL and CDSL for admitting its securities in demat form. On 31st December 2012 the Company made allotment of the equity shares and such shares were allotted in demat form to those shareholders who have provided necessary details to the Company and/or who were holding their shares in ESL in demat form, as on the Record Date i.e. November 21, 2012. Dispatch of Share Certificates Upon allotment of Shares to eligible shareholders pursuant to the Scheme on 5th December 2012, the Company dispatched share certificates to those shareholders who were holding shares in ESL in physical form, as on the Record Date i.e. November 21, 2012. Expert Opinions Save as stated elsewhere in this Information Memorandum, we have not obtained any expert Opinions. Previous rights and public issues The Company has not made any public or rights issue since incorporation. Commission and brokerage on previous issues Since the Company has not issued shares to the public in the past, no sum has been paid or is payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares since its inception. Companies under the Same Management ESL and VPIL are the Companies under the same management within the meaning of Section 370(1B) of the Companies Act, 1956. ESL has not issued any fresh capital during the last three years. Promise vis-à-vis performance This is for the first time the Company is getting listed on the Stock Exchange.

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Outstanding debentures or bonds and redeemable preference shares and other instruments issued by the Company There are no outstanding debentures or bonds and redeemable preference shares and other Instruments issued by the Company. Stock Market Data for Equity shares of the Company Equity shares of the Company are not listed on any stock exchanges. The Company is seeking approval for listing of its shares through this Information Memorandum Disposal of Investor Grievances The Shareholders/ Investor Grievance Committee of the Company comprise of Directors viz. Mr. Dinesh P.Turakhia and Mr. Kamlesh C.Sanghavi as members of the committee. The Company has appointed Mr. Kalpesh K.Sanghavi, as the Compliance Officer to ensure the due compliance of SEBI requirements and to look into shareholders’ grievances on a day-to-day basis and to liaise with SEBI in the matter of investors’ complaints. The Compliance officer Mr.Kalpesh K.Sanghavi can be contacted at the following address: Mr. Kalpesh K.Sanghavi Compliance Officer, Vakharia Power Infrastructure Limited 67, Regent Chambers, Nariman Point, Mumbai – 400 021 Tel No: 022 – 22828415 Fax No: 022 -- 2287 05 40 Email: [email protected]

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SECTION VIII

MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION

THE COMPANIES ACT, 1956

THE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION OF

VAKHARIA POWER INFRASTRUCTURE LIMITED

TABLE 'A' EXCLUDED

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 not apply to this company, but the regulations for the management of the company and for the observance by the Members thereof and their representatives shall, subject to any exercise of the statutory powers of the company in reference to the repeal or alteration of or addition to its regulations by special resolution as prescribed by the said companies act, 1956, be such as are contained in these Articles, unless the same are repugnant or contrary to the provisions of the companies Act, 1956.

INTERPRETATION Interpretation Clause. 2. In the interpretation of these Articles the following expressions shall have

the following meanings, unless repugnant to the subject or context.

"The Act" or "the said Act" "The Act" or "the said act" means the Companies Act. 1956 as amended up to date or other Act or Acts for time being in force in India containing the provisions of the legislature in relation to companies.

"The Board " or "the Board of Directors"

"The Board" or "Board of Directors" means a meeting of the Directors duly called and constituted, or, as the case may be, the Directors assembled at a Board, or a requisite number of Directors entitled to pass a Circular Resolution in accordance with these Articles.

“The Company” or “this Company”

“The Company” or “This Company” means Vakharia Power Infrastructure Limited.

“Directors” “The Directors” means the Directors for the time being of the Company or,

as the case may be, the Directors assembled at a Board.

“Dividend”

“Dividend” includes bonus.

“Documents” “Documents” include summons, notice, and requisitions, order other legal process and registers, whether issued, sent or kept in pursuance of the Act or any other law or these Articles or other wise.

“Gender” “Words” importing the masculine gender also include the feminine gender.

“Month” “Month” means a calendar month.

“Paid-up” “Paid up” includes credited as paid up.

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“Person” “Person” includes firms, corporations, as well as individuals.

“Plural Number” Words importing the plural number also include the singular number.

“Singular Number” Words importing the singular number also include the plural number.

“These presents” or “Regulations”

“These Presents” or “Regulations” means these Articles of Association as originally framed or altered from time to time and includes the Memorandum of Association where the context so requires.

“Seal” “Seal” means the common seal for the time being of the Company.

“In writing” and “written” “in writing” and “written” shall include printing and lithography and any other mode or modes or representing or reproducing words in a visible form.

“Expressions In the Act” to bear the same meaning In Articles.

Subject as an aforesaid any words or expression defined in the Act shall, except where the subject or context forbids, bear the same meaning in these Articles.

Marginal Notes The marginal notes hereto shall not affect the construction hereof.

Share capital 3. (a) The Authorized Share Capital of the Company shall be such amount as may from time to time be authorized by the Memorandum of Association of the Company. The Company shall have powers to increase the capital, to divide the shares in the capital for the time being into several classes and to attach thereto such preferential, deferred, qualified or special rights, privileges, or conditions in such manner as may be determined by or in accordance with regulations of the Company and to vary, modify or abrogate any such rights, privileges, or conditions in such manner as may be permitted by the Act or by the regulations of the Company and consolidate or sub-divide the shares and issue shares of higher or lower denominations.

(b) The Minimum Share Capital of the Company shall be Rs. 5,00,000/-

Shares under the control of the Directors

4. Subject to the provisions of the Act and in particular, Section 81 and of these Articles, the shares in the Capital of the Company for the time being (including any shares forming part of any increased capital of the company) shall be under the control of the Directors who may allot or other wise dispose of the same or any of them to such person in such proportion and on such terms and conditions and either at a premium or at par at (subject to compliance with the provisions of Section 79 of the Act) at a discount and at such time as they may from time to time think fit and proper, and with full power to give to any person the option to call for or to be allotted shares of the Company either at par or at a premium or subject as aforesaid, at a discount, such option being exercisable at such times and for such consideration as the Directors think fit PROVIDED that the shares shall in the first instance be offered to the shareholders (and/or their designees) in proportion to the paid- up capital at the date held by the shareholder and provided that the option to call for and be allotted the shares shall not be given to any person or persons without the sanction of the Company In general Meeting Resolution.

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Directors may allot shares as fully paid up.

5. A. Subject to the provisions of the Act and these articles, including Article 4, the Directors may allot and issue shares in the Capital of the Company in payment or part payment for any property or assets of any kind whatsoever (including the goodwill of any business) sold or transferred or goods or machinery or know-how supplied, or for services rendered to the Company either in or about the formation or promotion of the Company or the conduct of its business and any shares which may be so allotted may be issued as fully paid up or partly paid up otherwise than for cash, and if issued shall be deemed to be fully paid up or partly paid-up shares as aforesaid. B. Noting contained In these Articles of Association shall preclude the directors from issuing any debentures, the terms whereof provide for conversion of such debentures into equity capital of the company or confer upon the holders of such debentures the rights to acquire equity shares in the company provided that any such issue of debentures is approved by the Company in General Meeting.

Shares to be numbered Progressively.

6. The shares in the capital of the Company shall be numbered progressively according to their several denominations and except in the manner hereinafter mentioned, no share shall be sub-divided.

Acceptance of shares. 7. An application signed by or on behalf of an applicant for shares in the Company, followed by an allotment of shares therein, shall be an acceptance of shares within the meaning of these Articles, and every person who thus or otherwise accepts any shares and whose name is entered on the Register of Members shall for the purpose of these Articles be a member

Deposit and calls etc. to be debt payable Immediately.

8. The money (if any) which the Directors shall, on the allotment of any shares being made by them, required or direct to be paid by way of deposit call or otherwise, in respect of any shares allotted by them shall, immediately on the insertion of the name of the allotee in the Register of Members as the holder of such shares, become a debt due to and recoverable by the Company from the allottee thereof, and shall be paid by him accordingly.

Installments on shares to be duly paid

9. If by the conditions of allotment of any shares the whole or part of the amount of issue price thereof shall be payable by installments, every such installment shall, when due be paid to the company by the person who for the time being and from time to time shall be the registered holder of the share or his legal representatives.

UNDERWRITING AND BROKERAGE

Commission for placing shares debentures, etc.

10. The company may, subject to the provisions of section 76 and other applicable provisions (if any) of the Act, at any time pay a commission to any person in consideration of this subscribing or agreeing to subscribe or his procuring or agreeing to procure subscriptions, whether absolutely or conditionally for any shares in or debentures of the Company. The Commission maybe satisfied by the payment of cash or the allotment of fully or partly paid shares or debentures or partly in the one way and partly in other. The company may also on any issue of shares or debentures pay such brokerage, as may be law full.

CERTIFICATES Member's Right to certificates 11. (1) Subject to the compliance of the relevant - provisions of the Act and

the Companies (Issue of Shares Certificates) Rules 1960, every member or allottee of share (s) shall be entitled without payment to receive at least on certificate under the seal of the company for all the shares of each class or

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denomination registered in his name in such form as the Directors shall prescribe or approve, specifying the number of shares or shares allotted to him and the amount paid thereon. Such certificate shall be issued only in pursuance of a resolution passed by the Board. If the Directors so approve, and upon payment of such fee, if any, not exceeding Rupees Two per certificate or free of charge as the directors may from time to time determine in respect of each class of shares, member shall be entitled to more than one certificate for shares of each class. (2) Notwithstanding anything contained in these Articles the Board of Directors of the Company or Committee thereof may in their absolute discretion refuse splitting of any share certificate or debentures certificate into denominations of less than marketable lots i.e. the minimum number of shares or debentures as are required for the purpose of trading on the Stock Exchange on which the company’s shares and /or debentures may be listed, except where such sub-division is required to be made to comply with a statutory provision or an order of a competent court of law.

CALLS

Board may make calls. 12. The Board of Directors may from time to time (by a resolution passed at a meeting of the Board and not by Circular Resolution) but subject to the conditions hereinafter mentioned, make such calls as they think fit upon the members in respect of all moneys unpaid on the shares held by them respectively (whether on account of the capital value of the shares or by way of premium) and which are not, by the conditions of the allotment, made payable at fixed times and each members shall pay the amount of every call so made on him to the persons and at the times appointed by the Directors. A call may be made payable by installments.

Notices of call. 13. At least fifteen days notice of every call, otherwise than on allotment, shall be given specifying the time of payment and if payable to any person other than the company, the name of the person to whom, the call shall be paid provided that before the time foe payment of such call the Directors may, be notice in writing to the members, revoke the same.

Call to date from resolution 14. A call shall be deemed to have been made at the time when the resolution of the Board of Directors authorising such call as passed and may be made payable by those members whose names appear on the Register of Members on such date, or at the discretion of the directors on such subsequent or earlier date as shall be fixed by the Directors.

Directors may extend time. 15. The Directors may from time to time at their discretion extend the time for the payment of any call, and may extend such time as to payment of call for any of the members who, from residence at a distance or other cause, the Directors may deem entitled to such extension but no member, shall be entitled to such extension save as a matter of grace and favour.

Amount payable at fixed time or by installments as calls

16. If by the terms of issue of any share, any amounts are made payable at any fixed time or by installment at fixed times (whether on account of the nominal amount of the share or by way of premium) every such amount or installment shall be fixed by the Directors and of which due notice has been given and all the provisions herein contained in respect of calls shall relate to such amount or installment accordingly.

When interest on call or installment payable.

17. If the sum payable in respect of any call or installment be not paid on or before the day appointed for payment thereof, the holder for the time being or allotee of the share(s) in respect of which a call shall have been made or the installment shall be due, shall pay interest on the same at such rate as the Directors shall fix from the day appointed for the payment thereof to the time of actual payment but the directors may waive payment of such interest wholly or in part.

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Judgement decree or partial payment not to preclude forfeiture.

18. Neither a judgement nor a decree in favour of the company for calls or other moneys due in respect of any shares nor any part payment or satisfaction there under nor the receipt by the company of a portion of any money which shall form time to time be due from any member in respect of any shares either by way of principal or interest nor any indulgence granted by the Company in respect of the payment of any money shall preclude the forfeiture of such shares as hereinafter provided.

Proof on trial of suit for money due on Shares.

19. Subject to the provisions of the Act and these articles on the trial or hearing of any action of suit brought by the company against any member or his legal representative for the recovery of any money claimed to be due to the company in respect of any shares, it shall be sufficient to prove that the name of member in respect of whose shares, money is sought to be recovered is entered on the Register of Members as the holder of the shares in respect of which such money is sought to be recovered, that the resolution making the call is duly recorded in the minute book, and that notice of such call was duly posted to the member or his representative in pursuance of these presents: and it shall not be necessary to prove the appointment of the Directors who made such call nor that the meeting at which any call was made was duly convened or constituted nor any other matter whatsoever but the proof of the matters aforesaid shall be conclusive evidence of the debt.

Payment in advance of calls may carry Interest.

20. The Directors may, if they think fit, receive from any member willing to advance the same, all or any part of the moneys due upon the shares held by him beyond the sums actually called for, and upon the moneys so paid in advance or so much thereof as from time to time exceeds the amount of calls then made upon the shares in respect of which such advance has been made. The Company may pay interest at such rate as the member paying such sum in advance and the Directors agree upon and the company may at any time repay the amount so advanced either by agreement with the members or otherwise upon giving to such member three month's notice in writing. No member paying any sum in advance shall be entitled to participate in profits or dividend or to voting rights in respect of the money so paid by until the same would, but for such payment, become presently payable.

If call or installment not paid notice may be given.

21. If any member falls to pay the whole or any part of any call or installment or any money due in respect of any shares either by way of principal or interest on or before the day appointed for the payment of the same, the directors may, at any time thereafter, during such time as the call or installment or any part thereof or other moneys as aforesaid remains unpaid or a judgement or decree in respect thereof remains unsatisfied in whole or in part, serve a notice on such member or on the person (if any) entitled to the shares by transmission requiring him to pay such call or installment or such part thereof or other moneys as remain unpaid together with any interest that may have accrued and all reasonable expenses (legal or otherwise) that may have been incurred by the company by reason of such non-payment. Provided that no such shares shall be forfeited if any moneys shall remain unpaid in respect of any call or installment or any part thereof as aforesaid by the reason of the delay occasioned in payments due to the necessity of complying with the provisions contained in the relevant exchange control laws or other applicable laws of India.

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Terms of Notice. 22. The Notice shall name a day (not being less than 14 days from the date of the notice) on or before which and the place or places at which such call, installment or such part thereof, such other moneys as aforesaid and such interest and expenses as aforesaid are to be paid, and if payable to any person other than the company the person to who such payment is to be made. The notice shall also state that in the event of non-payment at or before the time and (if payable to any person other than the company) at the place appointed, the shares in respect of which the call was made or installment is payable will be liable to be forfeited.

Shares to be forfeited in default of payment.

23. If the requirements of any such notice as aforesaid shall not be complied with, any of the shares in respect of which such notice has been given may, at any time thereafter but before payment of all calls or installment, interest and expenses and other moneys due in respect thereof, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividend declared in respect of the forfeited shares and not actually paid before the forfeiture.

Entry of forfeiture in register of members.

24. When any shares shall have been so forfeited, an entry of the forfeiture, with the date thereof, shall be made in the Register of Members and notice of the forfeiture shall be given to the member in whose name they stood immediately prior to the forfeiture but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or to make any entry as aforesaid.

Forfeited shares to be property of the company and may be sold etc

25. Any share so forfeited shall be deemed to be the property of the Company and may be sold, allotted or otherwise disposed of either to the original holder thereof, or to any person upon such terms and in such manner as the Board shall think fit and subject to Article '4' hereof.

Directors may annul forfeiture. 26. The Directors may, at any time before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of annul the forfeiture thereof upon such conditions as they think fit.

Shareholder still liable to pay money owing at the time of forfeiture and interest.

27. Any person whose shares have been forfeited shall notwithstanding the forfeiture, be liable to pay and shall forthwith pay to the company all calls, installment, interest expenses and other monies owing upon or in respect of such shares at the time of forfeiture together with interest thereon from the time of the forfeiture until payment at such rate as the Directors may determine, and the Directors may enforce the payment of the whole or a portion thereof as if it were a new call made at the date of the forfeiture but shall not be under any obligation to do so.

Effect of forfeiture. 28. The forfeiture of a share involve the extinction, at the time of the forfeiture, of all interest in and all claims and demands against the company in respect of the shares forfeited and all other rights incidental to the shares except only such of those rights as by these presents are expressly saved.

Surrender of shares. 29. The Directors may, subject to the provisions of the Act, accept a surrender of any share from or by any member desirous of surrendering them on such terms, as they think fit.

Company's lien on shares. 30. The Company shall have lien on its fully paid shares. In the case of partly paid up shares, the Company shall have a first and paramount lien on such shares registered in the name of each member, whether solely or jointly with others and upon the proceeds of sale thereof for all moneys called or payable at a fixed time in respect of such shares and whether held solely or jointly with any other persons, and whether the period for the payment, fulfillment or discharge thereof shall have actually arrived or not. Any

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such lien shall extend to all dividends and bonuses from time to time declared in respect of such shares. The Directors may at any time declare any shares to be wholly or in part exempt from the provisions of this Article.

As to enforcement of lien by sale.

31. For the purpose of enforcing such lien, the Board of Directors may sell the shares subject thereto in such manner as they shall think fit, but no sale shall be made unless the sum in respect of which the lien exists is presently payable until notice in writing of the intention to sell have been served on such members, his executors or administrators or other legal representatives as the case may be, and default has been made by him or them in the payment of the sum payable as aforesaid for seven days after the date of such notice. To give effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser thereof and the purchaser shall be registered as the holder of the share comprised in any such transfer. Upon any such sale as aforesaid, the certificates in respect of the shares sold shall stand cancelled and become null and void and of no effect and the Directors shall be entitled to issue a new certificate or certificates in lieu thereof to the purchaser or purchasers concerned.

Application of proceeds of such sale.

32. The net proceeds of any such sale, after payment of the cost of sale, shall be applied in or towards the satisfaction of such debts, liabilities or engagements of such member and the residue, (if any) shall subject to a like lien for sums not presently payable as existed upon the shares before the sale, be paid to such member or the person (if any) entitled by transmission to the shares so sold.

Certificate of forfeiture. 33. A certificate in writing under the hands of two Directors that the calls in respect of a share was made, and notice there of given and that default in payment of the call was made, and that the forfeiture of the share was made by a resolution of the Directors to the effect shall be prima facie conclusive evidence of the facts stated therein as against all persons entitled to such share.

Title of purchaser and allotee of forfeited shares or shares sold in exercise of lien

34. Upon any sale after forfeiture or for enforcing a lien in the exercise of the powers herein before given, the Board may appoint some person to execute an instrument of transfer of the shares sold and cause the purchaser's name to be entered in the Register in respect of the shares gold and the Company may receive the consideration, if any, given for the share on any sale, re-allotment or other disposition thereof and the person to whom such share is sold, re-allotted or disposed of may be registered as the holder of the share and he shall not be bound to see to the application of the consideration, if any, not shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale re-allotment or other disposal of the share and after this name has been entered in the Register in respect of such share, the validity of the sale not be impeached by any person.

Cancellation of share certificates in respect of

35. Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificate or certificate originally issued in respect of the relevant forfeited shares, shall (unless the same shall, on demand by the Company, have been previously surrendered to it by the defaulting member) stands cancelled and become null and void and of no effect, and the Directors shall be entitled to issue a new certificate or certificates in respect of the said shares to the person or persons entitled thereto.

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TRANSFER AND TRANSMISSION OF SHARES

Form of transfer. 36. The instrument of transfer of any shares shall be in writing and all the provisions of section 108 and other applicable provisions of the Act shall be duly complied with in respect of all transfers of shares and the registration thereof.

Instrument of transfer to be executed by the transferor and transferee

37. Every such instrument of transfer shall be signed by or behalf of the transferor and by or on behalf of the transferee and the transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register of Members in respect thereof.

Directors may refuse to register transfer.

38. The Directors may, subject to the provisions of section 111 of the Act, at their absolute and uncontrolled discretion, decline to register or acknowledge any transfer of share and shall not be bound to give any reason for such refusal and without prejudice to the generality of the foregoing may so decline in respect of share upon which the company has a lien or whilst any moneys in respect of the shares desired to be transferred or any of them remain unpaid and such refusal shall not be affected by the fact that the proposed transferee is already a member. 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 as stated herein above. The Directors may at their discretion decline to register more than four persons as the holders of any shares or debentures. The registration of the transfer shall be prima facie conclusive evidence of the approval by the Directors of the transferee.

Custody of instrument of transfer.

39. The instrument of transfer after registration shall be retained by the company and shall remain into its custody. All instruments of transfer which the Directors may decline to register shall, on demand be returned to the person depositing the same. The Directors may cause to be destroyed all transfer deeds lying with the company after such periods as they may determine.

Title of shares of deceased 40. The executors or administrators or a holder of succession certificate with respect to the estate of a deceased member (not being one of two or more joint holders) shall be the only persons recognised by the Company as having any title to the shares registered in the name of such deceased member and the Company shall not be bound to recognise such executors or administrators unless such executors or administrators shall have first obtained probate or letters of Administration as the case may be from a duly constituted court in India, provided that in any case where the Directors in their absolute discretion think fit, the Directors may dispense with the production of probate or letters of Administration or secession certificate and under the provisions of Articles 41, register the name of any person who claims to be absolutely entitled to the shares standing in the name of a deceased member, as a member.

Transmission Clause. 41. Subject to the provisions contained in Article 38 hereof, any person becoming entitled to a share in consequence of the death, lunacy or insolvency of any member, upon producing proper evidence of the grant of Probate or Letters of Administration or Succession Certificate or such other evidence that he sustains the character in respect of which he purports to act under this Article or of his title to the shares as the Board thinks sufficient may, with the consent of the Board (which it 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 transfer herein before contained transfer such shares. The clause is herein referred to as the transmission clause.

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Refusal to register in case of transmission.

42. Subject to the provisions of the Act and these Articles, the Directors shall have the same right, to refuse to register as a member, a person entitled by transmission to any shares or hiss nominee as if he were the transferee named in an ordinary transfer presented for registration.

Person entitled may receive dividend without being registered as member.

43. A person entitled to a share by transmission shall, subject to the right of the Directors to remain such dividends or money as here in provided, be entitled to receive and may give a discharge for any dividends or other moneys payable in respect of the share.

Board may require evidence of transmission.

44. Every transmission of a share shall be verified in such manner as the Directors may require and the Company may refuse to register any such transmission until the same be so verified or until or unless an indemnity be given to the Company with regard to such registration which the Directors at their discretion shall consider sufficient, provided nevertheless that there shall not be any obligation on the Company or the Directors to accept any indemnity.

No fee on transfer or transmission.

45. The Company shall not charge any fee for registration of transfer or transmission in respect of shares or debentures of the company.

Company not liable for disregard of a notice prohibiting registration of transfer.

The Company shall incur no liability or responsibility whatsoever in consequence of their registering or giving effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof (as shown or appearing In the Register of members) to the prejudice of persons having or claiming any equitable right, title or interest to or in such shares notwithstanding that the Company may have notice of such equitable right, title or interest or may have received a notice prohibiting registration of such transfer and may have entered such notice as referred thereto in any book of the Company and the Company shall not be bound or required to regard or attend or give effect to any notice which may be given to it of any equitable rights, or title or inters or be under any liability whatsoever for refusing or neglecting so to do though it may have been entered or referred to in some book of the company but the Company shall nevertheless be in liberty to regard and attend to any such notice and give effect thereto, if the Directors so think fit.

INCREASE, REDUCTION & ALTERATION OF CAPITAL

Increase of Capital. 46. The Company may from time to time by special resolution in general meeting increase its share capital by the creation and issue of new shares of such amount, as it thinks expedient. Subject to the provisions of the Act, the new shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as by the special resolution of the General Meeting creating the same shall be directed, such shares may be issued with a preferential or qualified right as to dividends, and in the distribution of assets of the company, and with a right of voting at General Meeting of the Company in conformity with section 87 and 88 of the Act.

Right of equity shareholders to further issue of capital.

47. Where it is proposed to increase the subscribed capital of the Company by allotment of further shares, then such further shares shall be offered to the persons who, at the date of the offer, are holders of the equity shares of the Company, in proportion as nearly as circumstances admit to the capital paid up on those shares at the date, such offer shall be made in accordance with the provisions of subsection (1) of section 81 of the Act, and Article 4 above.

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Further Issue of capital to be governed by same rules.

48. (1) Except so far as otherwise provided by the conditions for issue or by these presents, any capital raised by the creation of new shares shall be considered part of the original capital and shall be subject to the provisions herein contained with reference to the payment of calls and installment, transfer and transmission, forfeiture, lien, surrender, voting or otherwise.(2) Subject to the provisions of section 80 of the Act, and Articles 4 hereof, the Company shall have the power to issue preference shares which are or at the option of the Company are, liable to be redeemed and the redemption may be effected in the manner and subject to the terms and provisions of its issue. (3) On the issue of Redeemable Preference shares under the provisions of clause (2) herein. the following provisions shall take effect: (a) no such shares shall be redeemed except out of profits of the company, which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purpose of redemption. (b) No such shares shall be redeemed unless they are fully paid. (c) The premium, if any, payable on redemption must have been provided for out of the profits of the Company or the Company's Share Premium Account before the shares are redeemed. (d) Where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall out of profits which would otherwise have been available for dividend, be transferred to a reserve fund, to be called the “Capital Redemption Reserve Account” a sum equal to the nominal amount of the shares to be redeemed and the provisions of the Act relating to the reduction of the share capital of the company shall, except as provided in section 80 of the Act, apply as if the Capital Redemption Reserve Account were the paid up share capital of the Company.

Reduction of capital 49. The Company may, subject to the provisions of sections 78, 80, 100 to 105 (both inclusive) of the Act, from time to time by special resolution, reduce its share capital and any capital redemption reserve account or other premium account in any way authorised by law and in particular may pay off any paid-up share capital upon the footing that it may be called up again or other wise and may, if and so far as is necessary alter its Memorandum by reducing the amount of its share capital and of its shares accordingly. This Article is not to derogate from any power the Company would have if it were omitted.

Consolidation, division and Sub-division.

51. The company may in General Meeting by Special Resolution alter the conditions of its Memorandum as follows: -

(a) Consolidate and divide all or any of the share capital into shares of larger amounts than its existing shares.

(b) Sub-divide its shares or any of them into shares of smaller amounts than originally fixed by the Memorandum, so however, that in the sub-division the proportion between the amounts paid and the amounts, if any, unpaid on each reduced shares shall be the same as it was in the case of the shares from which the reduced shares is derived.

(c) Cancel shares which at the date of such General Meeting have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

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Issue of further pari passu shares not to affect the rights of shares already issued.

52. The rights conferred upon the holders of shares of any class issued with preferred or other rights shall, not unless otherwise expressly provided by the terms of issue of the shares of that class be deemed to be varied by the creation or issue of further shares ranking pair passu therewith.

Buyback of shares

53. The Company can buyback its shares in accordance with the

provisions of the Act.

MODIFICATION OF RIGHTS

Rights attached to any class may be varied.

54. If any time the share capital is divided into different classes, the rights attached to any class of shares (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of sections 106 and 107 of the Act, be modified, commuted, affected, abrogated or varied (whether or not the company is being wound up) with the consent in writing of the holders of not less than three-fourths of the issued shares of the class, or with the sanction of a special resolution passed at a separate meeting of the holders of that class of shares and all the provisions hereinafter contained as to General Meeting shall mutatis mutandis apply to every such meeting.

JOINT-HOLDERS

Joint-holders. 55.Where two or more persons are registered as the holders of any share they

shall deemed to hold the same as joint-terms with benefits of survivorship subject to the following and other provisions contained in the Articles:

(a) The joint holders of any shares shall be liable severally as well as jointly

for and in respect of all calls and other payments, which ought to be made in respect of such share.

(b) on the death of any such joint holder the survivors or survivors shall be the

only person or persons recognized by the Company as having any title to the, share but the Directors may require such evidence of death as they may deem fit and nothing herein contained shall be taken to release the estate of a deceased joint holder from any liability in respect of the shares held by him jointly with any other person.

(c) Only the person whose name stands first in the Register of Members may

give effectual receipts for any dividends or other moneys payable in respect of such share.

(d) Only the person whose name stands first on the Register of Members as

one of the joint holders of any share shall be entitled to delivery of the certificate relating to such share or to receive documents from the Company and any documents served on or sent to such person shall be deemed service on all the joint- holders.

(e) Anyone of two or more joint-holders may vote at any meeting either

personally or by proxy in respect of each shares as if he were solely entitled thereto and if more than one of such joint holders be present at any meeting personally or by proxy then that one of such persons so present whose

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name stands first or higher (as the case may be) on the Register in respect of such shares shall alone be entitled to vote in respect thereof but the other or others of the joint holders shall be entitled to be present at the meeting. Provided always that a joint-holder present at any meeting personally shall be entitled to vote in preference to a joint-holder present by proxy although the name of such joint-holder present by proxy stands first or higher in the Register in respect of such shares. Several executors or administrators of a deceased member in whose (deceased member's) sole name any share stands shall for the purposes of this sub-clause be deemed joint-holders

BORROWING POWERS

Power to borrow. 56. Subject to the provisions of the Act and these Articles and without prejudice to the other powers conferred by these Articles the Directors shall have the power, from time to time at their discretion, by a resolution passed at a meeting of the Board and not by Circular Resolution at accept, deposits from a members either in advance of calls or otherwise, and generally raise or borrow or secure the payment of any sum of sums of moneys in any manner whatsoever for the purposes of the company provided that the total amount borrowed any time together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) shall not without the consent of the Company in General Meeting exceed the aggregate of the paid up capital of the company and its free reserves that is to say, reserve not set apart for any specific purpose. Such consent to be obtained from members, shall provide for the total amount up to which moneys may be borrowed by the Board. The expression “temporary loans” in this Article means loans repayable on demand or within six months from the date of the loans such as short term loans, cash credit arrangements, discounting of bills and the issue of other short-term loans of seasonal characters but does not include loans raised for the purpose of financing expenditure of capital nature.

Conditions on which moneys may borrow.

57. Subject to the provisions of the Act and these Articles, the Directors may, by a resolution passed at a meeting of the Board and not by circular resolution, raise or secure the payment of such sum or sums in such manner and upon such issue of bonds, perpetual or redeemable debentures or debenture stock or any mortgage or charge or other security on the undertaking or the whole or any part of the property of the Company (both present and future) including its uncalled capital for the time being.

Bonds, Debentures etc. to be subject to control of Directors.

58. Subject to the provisions of the Act, any bonds. Debentures or other non-convertible debt securities issued or to be issued by the Company shall be under the control of the Directors who may issue them upon such terms conditions and in such manner and for such consideration as they shall consider to be for the benefit of the company.

Securities may be assignable free from equities.

59. Debentures, bonds or other non-convertible debt securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

Conditions on which Bonds, Debentures, etc, may be Issued.

60. Subject to the provisions of the Act and these Articles any bonds debentures, or other non-convertible debt securities may be issued at the discount, premium or otherwise and with special rights privileges and conditions as to redemption, surrender, drawings, allotment of shares, attending (but not voting) at general meeting, appointment of directors or otherwise. Provided that debentures with the right to allotment of or conversion into shares shall not be issued except with the sanction of the Company in General Meeting.

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Mortgage of uncalled capital. 61. If any uncalled capital of the Company is included in or charged by way of mortgage or other security by the Directors, the Directors shall, subject to the provisions of the Act and these Articles, make calls on the members in respect of such uncalled capital in trust for the persons in whose favour such mortgage or security is executed or, if permitted by the Act, may by instrument under seal, authorise the person in whose favour such mortgage or security is executed or any other person in trust for him to receive moneys on call from the members in respect of such uncalled capital and the provisions herein before contained in regard to calls shall mutatis mutandis apply to call made under such authority and such authority may be made exercisable either conditionally or unconditionally and either presently or contingently and either to the exclusion of the Directors powers or otherwise and shall be assignable if expressed so to be.

Indemnity may be given. 62. Subject to the provision of the Act and these Articles. if Directors or any

of them or any other person shall incur or be about to incur any liability whether as principal or surety for the payment of any sum primarily due from the Company, the Directors may execute or cause to be executed any mortgage, charge or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Directors or person so becoming liable as aforesaid from any loss in respect of such liability.

GENERAL MEETINGS

Statutory meeting. 63. The statutory meeting of the Company shall be held at such place and time (not less than one month nor more than six months from the date at which the Company is entitled to commence business) as the Directors may determine and in connection therewith, the Directors shall comply with the provisions of section 165 of the Act.

Annual General Meeting. 64. Subject to the provisions of sections 166 and 210 of the Act, the Company

shall, in addition to any other meeting, hold a general meeting (hereinafter called an "Annual General Meeting") at the intervals and in accordance with the provisions contained in section 166 of the Act.

Extra-ordinary General meeting.

65. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meeting.

Directors may call Extra-ordinary General Meetings.

66. The Board of Directors may call an Extraordinary General Meeting whenever they think fit and shall also call one in the circumstance specified in section 169 of the Act.

Notice of Meeting. 67. A General Meeting of the Company may be called by giving not less than

21 days, notice in writing. However, a General Meeting may be called after giving a shorter notice than 21 days, if the consent is accorded thereto

(I) in the case of an Annual General Meeting by all the members entitled to

vote thereat , and (II) in the case of any other meeting, by members of the Company holding not

less than 95 percent of such part of the paid up share capital of the Company as gives a right to vote at that meeting.

Contents of Notice. 68. Every notice of a meeting of the Company shall specify the place, the date

and hour of the meeting, and shall contain a statement of the business to be transacted thereat. In every notice there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy to attend the vote instead of himself, and that a proxy need not be a member of the Company.

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Service of Notice. 69. Subject to the provisions of Article 66 hereof, notice of every meeting shall be given to every member of the Company in any manner authorised by sub-sections (1) to (4) of Sections 53 of the Act and by these Articles. It shall be given to the persons entitled to a share in consequence of the death or insolvency of a member by sending it through the post in prepaid letter addressed to them by name, or by the title of the representatives of the deceased or assignees of the insolvent or by any like description at the address, if any, in India supplied for the purpose by the persons claiming to be so entitled or until such an address has been so supplied, by giving the notice in any manner in which it might have been given if the death or insolvency had not occurred. Provided that where notice of a meeting is given by advertising the same in a newspaper circulating in the neighborhood of the registered office of the Company under Subsection (3) of Section 53 of the Act, the explanatory statement need not be annexed to the notice as required by Section 173 of the said Act, but it shall be mentioned in the advertisement that the statement has been forwarded to the members of the Company.

PROCEEDINGS AT GENERAL MEETINGS

Quorum for General Meeting

70. At any General Meeting of the Company five members present in person, shall be a quorum.

Procedure when quorum not present

71. If within half an hour after the time appointed for the holding of the meeting the quorum as aforesaid is not present, the meeting if convened on the requisition of shareholders shall be dissolved, and in every other case, shall stand adjourned to the same day in the next week or if it is a public holiday, until the next succeeding day, which is not a public holiday at the same time and place, or to such other time and place as the Board may determine. At any such adjourned meeting at least five members entitled to vote and present in person shall be quorum. It at such adjourned meeting also the quorum be not present within half an hour as aforesaid, those members present shall be a quorum and may transact the business for which the meeting was called.

Business at adjourned meetings. 71 No business shall be transacted at any adjourned meeting other than the business, which might have been transacted at the meeting from which the adjournment took place.

Chairman. 72. The Chairman of the Board of Directors shall be entitled to take the chair at every General Meeting. If there be no Chairman or if at any meeting, he shall not be present within fifteen minutes after the time appointed for holding such meeting or is unwilling to act, the Directors present may choose one of their number to be the Chairman, and in default of their doing so the members present shall choose one of the Directors to be the Chairman, and if no Director present be willing to take Chair, the members present shall choose one of their number to be the Chairman.

Business confined to election of chairman while Chair vacant.

73. (1) No business shall be discussed at any General Meeting except the election

of a Chairman while the chair is vacant. (2) If a poll is demanded on the election of the Chairman it shall be taken

forthwith in accordance with the provisions of the Act and these Articles, the Chairman so elected on a show of hands exercising all the powers of the chairman under the Act and these Articles.

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(3) If some other person is elected Chairman as result of the poll, he shall be

Chairman for the rest of the meeting.

Poll 74. Whenever a poll is demanded the Chairman of the meeting shall have power to regulate the manner in which a poll shall be taken including the power to take the poll by open voting or by secret ballot and either at once or at an interval or adjournment or otherwise, and the result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded.

Chairman with consent may adjourn meeting.

75. The Chairman, with the consent of any meeting at which a quorum is present, may adjourn any meeting from time and from place to place in the city or town or village in which the registered office of the Company is situated.

Notice to be given where a meeting is adjourned for thirty days or more.

76. When 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.

VOTES OF MEMBERS Votes may be given by proxy or attorney.

77. Subject to the provisions of the Act and these articles, votes may be given either personally or by proxy or in the case of a body corporate also by a representative duly authorised under Section 187 of the Act.

Votes of members. 78. Subject to the provisions of the Act: -

(a) On a show of hands, every holder of equity shares entitled to vote and

present in person shall have one vote and upon a poll every holder of equity shares entitled to vote and present in person or by proxy shall have one vote for every equity share held by him.

(b) Every holder of a preference share in the capital of the Company shall be

entitled to vote at General Meeting of the Company only in accordance with the limitations and provisions laid down in Section 87(2) of the Act.

Votes in respect of shares of deceased and insolvent member.

79. Any person entitled under the transmission Article (Article 41 hereof) to transfer any shares may vote at any General Meeting in respect thereof as if he was the registered holder of such shares provided that at least forty-eight, hours before the time of holding of the meeting or adjourned meeting as the case may be at which he proposes to vote, he shall satisfy the Directors of his right to transfer such shares and give such indemnity if any, as the Directors may require unless the Directors shall have previously admitted his right to vote at such meeting in respect thereof.

Voting members of unsound mind and minors.

80. 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 show of hands or on a poll, by his committee or other legal guardian and any such committee or guardian may, on a poll vote by proxy. If any member is a minor, the vote in respect of his share or shares shall be by his guardian or any one of his guardians, if more than one to be selected in case of dispute, by the Chairman of the meeting.

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No member to vote unless calls are paid up.

81. Subject to the provisions of the Act, no member shall be entitled to be present or to vote at any General Meeting either personally or by proxy or be reckoned in a quorum whilst any call or other sum shall be due and payable to the Company in respect of any of the shares of such member.

Right of member to use his votes differently.

82. On a poll taken at a meeting of the Company, a member entitled to more than one vote, or his proxy or other person entitled to vote for him, as the case maybe, need not, if he votes, use all his votes or case in the same way all the votes he uses.

Proxies. 83

(1) Any member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person (whether member or not) as his proxy to attend and vote instead of himself but a proxy so appointed shall not have any right to speak at the meeting.

Deposit of Instrument of Proxy.

(2) Every instrument of proxy shall be deposited at the office of the Company not less than forty-eight hours before the time for holding the meeting at which the person named in the instrument proposes to vote and in default, the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be called after the expiration of twelve months from the date of its execution except in the case of the adjournment of any meeting first held previously to the expiration of such time.

Form of proxy. (3) An instrument appointment appointing a proxy shall be in such form as

may be prescribed in Schedule IX of the Act from time to time.

Validity of votes given by proxy notwithstanding death of member etc.

84. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death, insanity, revocation or transfer shall have been received at the office of the Company before the meeting.

Chairman of the meeting to be sole judge of validity of any vote.

84. (A) The Chairman of any meeting shall be the sole judge of the validity of every vote tendered at such meeting. The Chairman present at the taking of a poll shall be the sole judge of the validity of every vote tendered at such poll.

DIRECTORS

Number of Directors. 85. Subject to the provisions of Section 25 of the Act, the number of Directors shall not be less than three and unless otherwise determined by the Company in General Meeting by a Special Resolution more than twelve.

The first Directors of the Company shall be: -

1. JITENDRA KANTILAL VAKHARIA 2. VARSHA JITENDRA VAKHARIA 3. KAMLESH CHANDULAL SANGHVI

Appointment of Alternate Director.

86. The Directors may appoint any person to be an Alternate Director to act for a Director (hereafter called the “Original Director”) during his absence for a period of not less than three months from the State in which the meetings of the Board are ordinarily held, provided his name is recommended by the Original Director and such appointment shall have effect and such appointee whilst he holds office as an Alternate Director shall be entitled to notice of meetings of Directors and to attend and to vote thereat accordingly. An Alternate Director appointed under this Article shall not hold office as such for a period longer than that permissible to the Original Director in whose place he has been appointed and shall vacate office, if and when the Original Director returns to the said State. If the term of office of the Original Director is determined before he so returns to the

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State as aforesaid any provisions in the Act or in these Articles for the automatic reappointment of a retiring Director in default of any other appointment shall apply to the Original Director and not to the Alternate Director.

Casual vacancy in the office of Directors

87. If the office of any Director is vacated before his term of office will expire in the normal course, the resulting casual vacancy may be filled by the Board of Directors at a meeting of the Board. Any person so appointed shall hold office only up to the date up to, which the Director in whose place he is appointed would have held office, if the vacancy had not occurred.

Appointment of Additional Directors.

88. Subject to the provisions of Section 260, 284(6) and other applicable provisions (if any) of the Act, the Directors shall have power at any time and from time to time to appoint a person or persons as an Additional Director or Directors. Such Additional Directors shall hold office only up to the date of the next Annual General Meeting of the Company, but shall be eligible for re-election at that meeting as a Director, provided that the number of Directors and the Additional Directors together shall not exceed the maximum strength fixed by the Board by Article 85 hereof.

Directors not required to hold any qualification shares.

89. The Directors shall not be required to hold any qualification shares.

Remuneration of Directors. 90. Subject to the provisions of Section 198, 309, 310 and 311 of the Act, the remuneration payable to the Directors of the Company shall be as hereinafter provided.

(1) The maximum remuneration of a Director (other than managing or whole

time Director, if any) for his survivors shall be such sum as may be prescribed by the Act or the Central Government from time to time for each meeting of the Board or of one or more Committee of the Board attended by him. The Directors including members of a Committee of Directors shall be paid such further remuneration if any, either on the basis of percentage of the net profits of the Company or otherwise as the Company in General Meeting shall by Special resolution from time to time determine.

(2) The Board of Directors may in addition allow and pay to any Director who

is not a bona-fide resident of the place where a meeting of the Board or Committee or a general meeting of the Company is held, and who shall come to that place for the purposes of attending the meeting, such sum as the Board may consider fair compensation for his travelling, hotel, boarding. Lodging and other expenses incurred in attending or returning from meetings of the Board of Directors, or any Committee thereof or general meetings of the Company.

(3) Subject to the limitations provided by the Act and this Article, if any

Director shall be called upon to go or reside out of his usual place of residence on the Company's business or otherwise perform extra service outside the scope of his ordinary duties, the Board may arrange with such Director for such special remuneration for such service either by way of salary, commission or the payment of a stated sum of money as they shall think fit, in addition to or in substitution of his remuneration above provided and all the Directors shall be entitled to be paid or reimbursed or repaid any travelling, hotel and other expenses incurred or to be incurred In connection with the business of the Company and also to be reimbursed all fees for filling all documents which they may be required to file under the provisions of the Act.

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Directors may act notwithstanding vacancy.

91. (1) The continuing Directors may act not withstanding any vacancy in their body but subject to the provisions of the Act, if the number falls below the minimum number above fixed and notwithstanding the absence of quorum, the Directors may act for the purpose of filling up vacancies for summoning general meeting of the Company. (2) If a director inform in writing to the Company, he shall be deemed to have vacated the office of the directorship immediately.

Directors may contract with company.

92. Subject to the provisions of these Articles and the restrictions imposed by the Act and the observance and fulfillment thereof, no director shall be disqualified by his office from contracting with the Company for any purpose and in any capacity whatsoever including either as vendor, purchaser, agent, broker, underwriter of shares and debentures of the Company or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested be avoided, nor shall any Director, so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason only of such director holding that office, or of the fiduciary relationship thereby established, but it is hereby declared that the nature of interest must be disclosed by him as provided by Section 299 of the Act.

Directors may be Directors of companies promoted by the Company.

93. A Director of the Company may be, or become a Director of any Company promoted by the Company or in which it may be interested as a vendor or member and subject to the provisions of the Act and these Articles, no such Director shall be accountable for any benefits received as Director or member of such Company.

Loans to Directors. 94. Subject to the provisions of the Act, the Company may with the approval of

the Board of Directors make loans to or give any guarantee or provide any security in connection with a loan made by any other person to Directors and other employees.

The Company may increase or reduce number of Directors.

95. Subject to the provisions of the Act and these Articles, the Company may by a special resolution in General Meeting from time to time increase or reduce within the maximum limit permissible the number of Directors. Provided that any increase in the number of Directors exceeding the limit in that behalf provided in the Act shall not have any effect unless approved by the Central Government and shall become void if and so far it is disapproved by the Government.

MEETINGS OF DIRECTORS

Meeting of Directors. 96. (1) The Directors may meet together as a Board from time to time and shall so meet at least once in every three months and at least four such meetings shall be held every year, and they may adjourn and otherwise regulate their meetings as they deem fit. The provisions of this article shall not be deemed to be contravened merely by reason of the fact that meeting of the Board which has been called in compliance with the terms herein mentioned could not be held for want of quorum.

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(2) The Company shall have the power to hold Board or Committee meeting through the means of video or tele-conferencing, and also allow Directors to participate in the Board or Committee meetings through the means of video or tele-conferencing, subject to applicable provisions, if any, of the Act and other regulatory provisions, if any, and all relevant articles dealing with Board or Committee meetings shall be read mutatis mutandis.

Notice for Meeting of Directors.

97. A Director may at any time and the Secretary upon the request of Director shall convene meeting of the Board of Directors. Notice of every meeting shall be given to every Director for the time being in India and at his usual address in India to every other Director. Notice of every meeting shall be sent by cable to such of the Directors as reside outside India even if they have alternates representing them in India.

Quorum for Meeting of the Board.

98. Subject to the provisions of Section 287 of the Act, the quorum for a meeting of the Directors shall be one-third of the total strength of the Board of Directors, or two Directors, whichever is higher.

Appointment of Chairman. 99. The Board shall elect one of its members to be the Chairman of the Board and the Board shall determine the period for which he is to hold such office.

Who to preside at meeting of the Board.

100. All meetings of the Directors shall be presided over by the Chairman, if present, but if at any meeting of the Directors the Chairman be not present at the time appointed for holding the same then in that case, the Directors shall choose one of their numbers then present to preside at the meeting.

Questions at Board Meeting how decided.

101. Questions arising at any meeting of the Board shall be decided by a majority of votes, and in case of any equality of votes, the Chairman of the meeting, whether the Chairman appointed by virtue of these articles or the Director presiding at such meeting, shall have a second or casting vote in addition to the vote to which he may be otherwise entitled.

Directors may appoint Committees.

102. Subject to the provisions of Sections 292 of the Act the Directors may delegate any of their powers to committees consisting of such member or members of their body, as they think fit and they may from time to time revoke and discharge any such committee whether wholly or in part and whether as to persons or purposes; every committee so formed shall, in the exercise of the powers so delegated to it conform to any regulations that may from time to time be imposed on it by the Directors. All acts done by any such committee in conformity with such regulations and in fulfillment of the purposes of their appointment but not otherwise, shall have the like force and effect as of done by the Board.

Meetings of Committees how to be convened.

103. The meeting and proceedings of any such committee consisting of two or more Directors shall be governed by the provisions herein contained in respect of the meetings and proceedings of the Directors so far as the same are applicable thereto and are not superseded by any regulations made by the Directors under the last preceding Article.

Resolution by Circular. 104. (1) A Resolution passed by circular without a meeting of the Board or a

Committee of the Board appointed under Article 102 shall, subject to the provisions of sub-clause (2) hereof and the Act be as valid and effectual as a resolution duly passed at a meeting of the Board or of a committee duly called and held.

(2) No resolution shall be deemed to have been duly passed by the Directors or by a Committee thereof by circulation, unless the resolution has been circulated in draft, together with the necessary papers, if any, to all the Directors or to all the members of the Committee then in India (not being less in number than the quorum fixed for a meeting of the Directors or Committee as the case may be) and to all other Directors or members at their usual address in India and has been approved by such of the Directors as are then in India or by a majority of such of them, as are entitled to vote on the resolution.

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POWERS OF THE DIRECTORS

General Powers of Directors.

105. (1) Subject to the provisions of Sections 292, 293, 293A and all other

applicable provisions of the Act and these Articles the Board of Directors of the Company shall be entitled to exercise all such powers and to do all such acts and things as the Company is authorised to exercise and do: Provided that the Board shall not exercise any power or do any act or thing which is directed or required whether by the Act or any other Act or by the Memorandum or these Articles or otherwise to be exercised or done by the Company in General Meeting, provided further that in exercising any such power or doing any such act or thing the Board shall be subject to the provisions contained in that behalf in the Act or in the Memorandum or these Articles or in any regulations not inconsistent therewith duly made thereunder including regulations made by the Company in General Meeting.

(3) No regulation made by the Company in General meeting shall invalidate

any prior act of the Board,which would have been valid if that regulation had not been made.

MANAGING DIRECTOR OR MANAGING DIRECTORS OR WHOLETIME

DIRECTOR OR WHOLETIME DIRECTORS

Power to appoint Managing Directors and whole time Director.

106. Subject to the provisions of Sections 197A, 198, 267, 268, 269, 309, 310, 311, 314, 316 and 317 and other applicable provisions of the Act and of these Articles, the Directors may from time to time appoint one or more of their body to be a Managing Director or Managing Directors of the Company for such term not exceeding five years at a time and subject to such conditions as they may think fit.

What provisions the Managing and whole time Directors shall be subject to.

107. Subject to the provisions of the Act and of these Articles, the Managing Director or Managing Directors or whole time Director or whole time Directors shall while he or they continue to hold that office, be subject to retirement by rotation, and he or they shall subject to the provisions of any contract between him or them and the Company, be subject to the same provision at to resignation and removal as the other Directors of the Company and he or they shall ipso facto and immediately cease to be Managing Director or Managing Directors or whole time Director or whole time Directors if he or they cease to hold the office of Director for any cause.

Remuneration of Managing Directors or and whole time Directors.

108. The remuneration of the Managing Director or Managing Directors or Whole time Director or Whole time Directors (Subject to provisions of Sections 309 and other applicable provisions of the Act and of these Articles) shall be in accordance with the terms of his or their contract with the Company.

Powers, Duties of Managing Directors.

109. Subject to the provisions of the Act and to the terms of any resolution of the Company in General Meeting or of any resolution of the Board and to the terms of any contract with him or them, the Managing Director or Managing Directors shall have substantial powers of management subject to the superintendence, control and direction of the Board of Directors.

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THE SEAL

Seal of the Company. 110. The Directors shall provide a Seal for the purposes of the Company, and shall have power from time to time to destroy the same and substitute new Seal in lieu thereof, and the Directors shall provide for the safe custody of the Seal for the time being and the Seal shall never be used except by or under the Authority by resolution of the Board or a Committee of the Board previously given and in the presence of at least one Director of the Company and of the secretary or such other person as the Board or Committee there of may appoint for the purpose and that one Director and the Secretary or other persons as aforesaid shall sign every instrument to which the seal of the Company is so affixed in their presence. Any instrument bearing the seal of the Company and issued for valuable consideration shall be binding on the Company not withstanding irregularly touching the authority of the Board or issue of the same. The certificates of shares or debentures will be sealed in the manner and in conformity with the provisions of the Companies (Issue of Certificates) Rules, 1960 and their statutory modifications for the time being in force.

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.

DIVIDENDS

Division of profits. 112. The profits of the Company, subject to the provisions 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. Provided always that any capital paid up or credited as paid up on a share during the period in respect of which a dividend is declared shall, unless the terms of issue otherwise provide, only entitle the holder of such share to an apportioned amount of such dividend proportionate to the capital from time to time paid up during such period on such share.

Capital paid up in advance at interest not to earn dividend.

113. Where 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 dividend or to participate in profits.

Dividends in proportion to amount paid up.

113. The Company may pay dividends in proportion to the amount paid up or credited as paid up on each share, where a larger amount is paid up or credited as paid on some shares than on others

The company in General Meeting may declare a dividend.

115. The Company in General Meeting may be ordinary resolution subject to the provisions of Section 205 and other applicable provisions of the Act, declare a dividend to be paid to the members according to their respective rights and interests in the profits and subject thereto may fix the time for payment.

Powers of General Meeting to limit dividend.

116. No larger dividend shall be declared than is recommended by the Directors but the Company in General Meeting may by an ordinary resolution declare smaller dividend. No dividend shall be payable except out of the profits of that year or any other undistributed profits of the Company, or otherwise than in accordance with the provisions of Sections 205, 205A. 206 and 207 of the Act and no dividend shall carry interest as against the Company. The declaration of the Directors as to the amount of the net profits of the Company shall be conclusive.

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Interim dividend. 117. Subject to the provisions of the Act and these Articles the Directors may,

from time to time, pay to the members such interim dividends as in their judgement the position of the Company justifies.

Retention of Dividends until completion of transfer.

118. Subject to the provisions of the Act the Directors may retain the dividends payable upon any shares in respect of which any person is under Article 41 hereof entitled to become a member or which any person under that Article is entitled to transfer until such person shall become a member in respect of such shares or shall duly transfer the same. The provisions of this Article shall apply to any interest created in share either by reason of transmission by operation of law or otherwise.

No member to receive whilst indebted to the company and company's right of reimbursement thereto.

119. Subject to the provisions of the act, no member shall be entitled to receive payment of any interest or dividend in respect of his share or shares, whilst any money may be due or owing from him to the Company in respect of such share or shares or otherwise however either alone or jointly with any other person or persons, and the Directors may deduct from the interest or dividend payable to any member all sums of money so due from him to the Company.

Right to dividend pending registration of transfer.

120. Subject to the provisions of the Act transfer of shares shall not pass the right to any dividend declared thereon before the registration of the transfer.

Dividends now remitted. 121. Unless otherwise directed any dividend may be paid by cheque, transfer of

funds by instructions to Banks, bank draft or warrant sent through post to the registered address of the member or person entitled or in case of joint holders to that one of them first named in the Register in respect of the joint holding. The Company shall not be responsible or liable for any such cheque, instruction, bank draft or warrant lost in transmission or for any dividend lost to the member or other person entitled thereto by the forged endorsement of any cheque, instruction, bank draft or warrant or the fraudulent or improper recovery thereto by any other means. No unclaimed or unpaid dividend shall be forfeited by the Board unless the claim thereto becomes barred by law.

Dividend and call together. 122. Any General Meeting declaring a dividend may on the recommendation of the Directors make a call on the members for such amount as the meeting fixes, but so that the call to each member shall not exceed the dividend payable to him and so that the call be made payable at the same time as the dividend and the dividend may be set off against the call.

RESERVES AND CAPITALISTION

Reserves. 123. The Board may, before recommending any dividend set side out of the profits of the Company such sums as it thinks proper as a reserve or reserves which shall at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may, at the like discretion either be employed in the business of the Company or as may be permitted by the Act, applied for payment of dividend or be invested in such investments and in such manner as may be permitted by the Act and as the Board may from time to time think fit.

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Caplitalisation. 124. (1) Any General Meeting may resolve that any amounts standing to the credit

of the Share Premium Account, the Capital Redemption Reserve Account or any moneys, investments or other assets forming part of the undivided profits (including profits or surplus monies arising from the realisation and where permitted by law, from the appreciation in value of any capital assets of the Company standing to the credit of the General Reserve, or any Reserve Fund or any other Fund of the Company or in the hands of the Company and available for dividend) be capitalised: (a) by the issue and distribution as fully paid up shares of the Company; or (b) by crediting shares of the Company, which may have been issued and are not fully paid-up, with the whole or any part of the sum remaining unpaid thereon.

(2) Such issues and distribution under sub-clause (1) (a) above and such

payment to credit of unpaid Share Capital under sub-clause (1) (b) above shall be made to among and in favour of the members or any class of them or any of them entitled thereto in accordance with their respective rights and interest and in proportion to the amount of capital paid up on the shares held by them respectively in respect of which such distribution under sub-clause (1) (a) or payment under sub-clause (1) (b) above shall be made on the footing that such members become entitled thereto as capital.

(3) The Directors shall give effect to any such resolution and apply such

portion of the profits, General Reserve or Reserve fund or any other Fund or Account as aforesaid as may be required for the purposes of making payment in full for the shares of the Company so distributed under sub-clause (1) (a) above or (as the case may be) for the purpose of paying in whole or in part the amount remaining unpaid on the shares which may have been issued and are not fully paid up under sub clause (1) (b) above provided that no such distribution or payment shall be made unless recommended by the Directors and if so recommended such distribution and payment shall be accepted by such members as aforesaid in full satisfaction of their interests in the said capitalised sum.

(4) For the purposes of giving effect to any such resolution the Directors may

settle any difficulty which may arise in regard to the distribution or payment as aforesaid as they think expedient and in particular they may issue fractional certificates and may fix the value for distribution of any specific assets and may determine that cash payments to be made to any members on the footing of the value so fixed and vest any such cash or shares in trustees upon such trusts for the persons entitled thereto as may seem expedient to the Directors and generally may make such arrangement for the acceptance, allotment and sale of such shares and fractional certificates or otherwise as they may think fit.

(5) Subject to the provisions of the Act and these Articles, in cases where some

of the shares of the Company are fully paid and others are partly paid only, such capitalisation may be effected by the distribution of further shares in respect of the fully paid shares, and by crediting the partly paid shares with the whole or part of the unpaid liability thereon but so that as between the holders of the fully paid shares and the partly paid shares, the sum so applied on the payment of such further shares and in the extinguishment or diminution of the liability on the partly paid shares shall be so applied pro-rata in proportion to the amount then already paid or credited as paid on the existing fully paid shares respectively.

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(6) When deemed requisite, a proper contract shall be filed in accordance with the act and the Board may appoint any person to sign such contract on behalf of the members entitled as aforesaid and such appointment shall be effective.

DOCUMENTS AND SERVICE OF DOCUMENTS

Advertisements.

125. Subject to the provisions of the Act any document required to be served

or sent by the Company on or to the members, or any of them, and not expressly provided for these presents shall be deemed to be duly served or sent if advertised once in one daily English and one daily Vernacular newspaper circulating in the district in which the Registered Office of the Company is situated.

Members bound by document given to previous members.

126. Every person who by operation of law, transfer or other means whatsoever, shall become entitled to, any share shall be bound by every document in respect of such share which previously to his name and address being entered on the register, has been duly served on or sent to the person from whom he derives his title to such share.

Notice by company and signature thereto.

127. Any notice to be given by the Company shall be signed by the Managing Director or Secretary or by such Director or Officer as the Directors may appoint, and such signature may be written or printed or reproduced in other form.

Service of notice on company. 128. All notices to be given on the part of the members to the Company shall be

kept at or sent by cable or by post under certificate of posting or by registered post to the Registered Office of the Company or shall be left at the registered office of the Company

RECONSTRUCTION

Reconstruction. 129. On any sale of the undertaking of the Company the Board or liquidator on

a winding-up may, if authorised by a Special Resolution, accept fully paid or partly paid-up shares, debentures or securities of any other company. Whether incorporated in India or not, either then existing or to be formed for the purchase in whole or in part of the property of the Company, and the Board (if the profits of the Company permit) or the liquidator (in a winding-up) may distribute such shares or securities or any other property of the Company amongst the members without realisation, or vest the same in trustees for them, and any Special Resolution may provide for the distribution or appropriation of cash, shares or other securities, benefit or property otherwise than in accordance with the strict legal rights of the members or contributories of the Company and for the valuation of such securities or property at such price and in such manner as the meeting may approve and all holders of shares shall be bound to accept and shall be bound by any valuation or distribution so authorised, and waive all rights in relation thereto, save only in case the Company is proposed to be or in the course of being wound up, such statutory rights, if any, under section 494 of the Act as are incapable of being varied or executed by these Articles.

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WINDING UP

Distribution of Assets. 130. If the Company shall wound up, and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid-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 up, 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 capital paid up at the commencement of the winding up, the excess shall be distributed among the members in proportion to the capital paid-up the commencement of the winding up or which ought to have been paid up on the shares held by hem respectively. But his Article is to be without prejudice to rights of the holders of shares issued upon special terms, and conditions.

Distribution of assets in specie of kind.

131. (1) If the Company shall be wound up, whether voluntarily or otherwise, the

liquidator may, with the sanction of a Special Resolution but Subject to the rights attached to any preference share capital divide amongst the contributories, in specie or kind, any part of the assets of the Company and may, with the like sanction, vest any part of the assets of the Company in trustees upon such trusts for the benefit of the contributories or any of them, as the liquidators with the like sanction shall think fit.

(2) In case any shares to be divided as aforesaid involve a liability to calls or

otherwise, any person entitled under such division to any of the said shares may within ten days after the passing of the Special Resolution, by notice in writing, intimate to the liquidator to sell his proportion and pay him the net proceeds and the liquidator shall, if practicable act accordingly.

SECRECY CLAUSE Secrecy clause. 132.

(1) Every director, manger, auditor, trustee, member of a committee, officer, servant, agent, accountant or other person employed in the business of the Company, shall if so required by the Directors, before entering upon his duties, sign a declaration pledging himself to observe strict secrecy respecting all transactions and affairs of the Company with the customers and in relation thereto and shall by such declaration pledge himself not to revel any of the matters which may come to his knowledge in the discharge of his duties except when required so to do by the Directors or by 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 in these presents contained.

(2) No member shall be entitled to visit or inspect the Company's works without the permission of the directors or the Managing Director or to require discovery of or any information respecting any detail 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 Directors or the Managing Director it will be inexpedient in the interest of the members of the Company to communicate to the public.

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INDEMNITY AND RESPONSIBILITY Directors and others rights to indemnity.

133. (1) Subject to the provisions of Section 201 of the Act, every Director of the

Company or the Managing Director, Manager, Secretary and other officer or employee of the Company and the Trustees (if any) for the time being acting in relation to any of the affairs of the Company and every one of them shall be indemnified out of the funds of the Company to pay all reasonable costs, losses and expenses (including travelling expenses) which any such Directors, Managing Director, Manager, Secretary or other officer or employee and the trustees (if any) for the time being acting in relation to any of the affairs of the Company may incur or become liable to by reason of any contract entered into or any act, deed or thing done or omitted to be done by him as such Director, Officer, employee or trustee or in any way in the discharge of his duties except such as they may incur or sustain by or through their own negligence or deult or misfeasance or breach of duty or breach of trust.

(4) Subject as aforesaid every director, Managing Director. Manager,

Secretary or other officer or employee of the Company or the Trustee (if any) for the time being acting in relation to any of the affairs of the Company and every one of them shall be indemnified against any liability incurred by him defending any proceedings whether civil or criminal or in connection with any application under Section 633 of the Act in which relief is granted to him by the court.

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SECTION IX

OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION Copies of the following documents will be available for inspection at the Registered Office of the Company, at 67, Regent Chambers, Nariman Point, Mumbai – 400 021 on any working day between 11am to 5 pm till listing of Equity Shares of the Company. Documents for Inspection: 1. Information Memorandum (IM) with updated financials. 2. PAN No. – DIN & CIN of the company and Directors 3. Shareholding Pattern for the quarter ended 30th September 2013. 4. In- Principal approval letter no.DCS/ AMAL/PS/IP/203/2013-14 Dated 21st August 2013 for listing of Equity share received from The Bombay Stock Exchange Limited. 5. Letter no.CFD/DIL- II/ AKD/ AEA/ OW/ 24796/2013 Dated 27th September 2013 from SEBI for Listing of Equity shares - Relaxation of Rule 19 (2) (b) of the Securities Contracts (Regulations) Rules, 1957. 6. Advertisement given in the news papers namely The Financial Express (National Edition - English), Jansatta (National Edition – Hindi ), Mumbai Laskhdeep (Local – Marathi) all dated 18th October 2013 as required under SEBI Circular no SEBI/CFD/SCRR/04/2009/03/09 dated 03 September 2013. 7. Un-audited financial Result for the quarter and six month ended 30th September 2013 along with limited review report. 8. Audited Accounts of the Company for the year ended 31st March, 2013 along with the Auditors Report. 9. Corporate Governance report for the quarter ended 30th September 2013. 10. Reconciliation of share capital for the quarter ended 30th September 2013. Issued by Practicing Company Secretary. 11. Memorandum and Articles of Association along with Hon’ble High Court Copy.

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DECLARATION To the best of knowledge and belief of the Board of Directors of the Company, all statements made in this Information Memorandum are true and correct. SIGNED ON BEHALF OF THE BOARD OF DIRECTORS FOR VAKHARIA POWER INFRASTRUCTURE LIMITED DIRECTOR Mumbai Date: 10 – 10- 2013