for listing of 1,99,99,000 equity shares of rs.10 each ......2 information memorandum dated:...
TRANSCRIPT
1
FOR LISTING OF 1,99,99,000 EQUITY SHARES OF RS.10 EACH FULLY PAID UP
OF
2
Information Memorandum Dated: September 30, 2016
VISISTH CHAY VYAPAR LIMITED (Corporate Identity Number: L15491DL1985PLC19848)
Our Company was incorporated under the Companies Act, 1956 as Visisth Chay Vyapar Limited pursuant to a certificate of incorporation date 16th day of January, 1985 issued by the Registrar of Companies, Delhi.
Registered Office: A-446, Basement, Defence Colony, New Delhi-110024, Delhi
Tel No. 033 66133300 E-mail: [email protected] Website: www.vcvl.in
Contact Person: Champa Lal Pareek , Managing Director and Compliance Officer
INFORMATION MEMORANDUM FOR LISTING 1,99,99,000 EQUITY SHARES OF RS. 10/- EACH FULLY PAID UP
PROMOTERS OF THE COMPANY - NORTH EASTERN PUBLISHING & ADVERTISING CO LTD, PURBANCHAL PRESTRESSED LIMITED, HOTAHOTI WOOD PRODUCTS LIMITED.
ABSOLUTE RESPONSIBILITY OF VISISTH CHAY VYAPAR LIMITED
Visisth Chay Vyapar Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Document contains all information with regard to the Company, which is material, that the information contained in this Information Document is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares are proposed to be listed on the Metropolitan Stock Exchange of India Limited as per secondary listing norms.
3
TABLE OF CONTENTS
1. DEFINATION AND ABBREVIATIONS 4
2. GENERAL 6
Certain Conventions 6
Industry And Market Data 6
Forward Looking Statements 6
3. BUSINESS ACTIVITY 7
4. GENERAL INFORMATION 8
5. CAPITAL STRUCTURE 10
Issued Subscribed & Paid-Up Share Capital Built up 10
Shareholding Pattern 11
List of Top Ten Shareholders 20
6. ABOUT THE COMPANY 21
Our History and certain Corporate Matters 21
Major Events & Milestones 21
Main Objects of the Company 22
Our Management 23
Our Promoters 26
7. FINANCIAL INFORMATION 28
8. OUTSATANDING LITIGATION 49
9. OTHER REGULATORY AND STATUTORY DISCLOSURES 51
10. PURPOSE OF LISTING 53
11. OTHER INFORMATION 54
Material Contracts And Document For Inspection 54
12 DECLARATION 55
4
DEFINITIONS AND ABBREVIATIONS
In the Information Memorandum, unless the context otherwise requires, the terms defined and abbreviations stated hereunder shall have the meanings as assigned therewith as stated in this Section. GENERAL TERMS
Term Description
“VISISTH Chay Vyapar Limited”, “VCVL”, “We” or “us” or “our Company”
Unless the context otherwise requires, refers to Visisth Chay Vyapar Limited a Company incorporated under the Companies Act, 1956 vide a certificate of incorporation issued by the Registrar of Companies, Delhi
Company Related Terms
“The Company” or “VCVL”, “we” or
“us” or “our”
Visisth Chay Vyapar Limited, having its registered Office at A-
446, Basement, Defence Colony, New Delhi-110024, Delhi
AOA/Articles/Articles of Association Article of Association of the Company, as amended from time to
time, unless the context otherwise specifies.
Auditors / Statutory Auditors The Statutory Auditors of the Company,
S. Mandal & Co. Chartered Accountants
Board of Directors/ Board/ Directors The Board of Directors of the Company or a committee
Constituted thereof, unless the context otherwise specifies.
DSE The Delhi Stock Exchange Limited
Director(s) The director(s) of the Company, unless otherwise specified.
Equity Shares Equity shares of the Company of face value of Rs. 10 each fully
paid up, unless otherwise specified in the context thereof.
Information Memorandum This document as filed with the Stock Exchange is known as and
referred to as the Information Memorandum.
Key Managerial Personnel The officers vested with executive powers and the officers at the
level immediately below the board of directors of the issuer and
include any other person whom the issuer may declare as key
management personnel, in terms of Regulation 2(1)(s) of the SEBI
ICDR Regulations.
Memorandum/ Memorandum of Association/MOA
The Memorandum and Articles of Association of Visisth Chay Vyapar Limited as amended from time to time.
Promoters Includes such persons and entities constituting our promoters in
terms of Regulation 2 (1) (za) of the SEBI ICDR Regulations.
Promoter Group Includes such persons and entities constituting our promoter
group in terms of Regulation 2 (1) (zb) of the SEBI ICDR
Regulations.
Registered Office The Registered Office of the Company is at A-446, Basement,
Defence Colony, New Delhi-110024, Delhi
Registrar/ Registrar & Share Transfer
Agent/RTA
The Registrar & Share Transfer Agent of the Company is
Niche Technologies Private Limited
Company, Niche Technologies Private Limited
5
Other Terms
Terms Description
Bankers to our Company Axis Bank
Depository A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996
Depository Participant A Depository Participant as defined under the Depositories Act, 1996
Listing Agreement Unless the context specifies otherwise, this means the Equity Listing Agreement to be signed between our company and the Stock Exchange where it is listed..
Technical Terms
Terms Description
GDP Gross Domestic Product
FDI Foreign Direct Investment
GOI Government of India
RONW Return on Net Worth
PAT Profit After Tax
PAN Permanent Account Number
SCRA Securities Contract (Regulation) Act, 1956, as amended from time to time
CIN Corporate Identification Number
CDSL Central Depository Services (India) Limited
DIN Director Identification Number
DP Depository Participant
NAV Net Asset Value
NRE Account Non Resident External Account
NRIs Non Resident Indians
NRO Account Non Resident Ordinary Account
NSDL National Securities Depository Limited
P/E Ratio Price/Earnings Ratio
6
GENERAL
Certain Conventions
Unless otherwise specified or the context otherwise requires, all references to “India” in this Information Memorandum are to the Republic of India, together with its territories and possessions. Unless the context otherwise requires, all references to the "Company", "we", "us "and "our" refers to VISISTH CHAY VYAPAR LIMITED.
Currency of Presentation
All references to “Rupees” or “INR” are to Indian Rupees, the official currency of the Republic of India.
Industry and Market Data
Unless stated otherwise, industry data and the market data used throughout this Information Memorandum have been obtained from industry publications, websites and other authenticated published data. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although, the Company believes that industry data used in this Information Memorandum is reliable, it has not been independently verified. Similarly, internal company reports, while believed by us to be reliable, have not been verified by any independent sources. The extent to which the market and industry data used in this Information Memorandum is meaningful depends on the readers familiarity with the understanding of the methodologies used in compiling such data. There are no standard valuation methodologies or accounting policies in the said industry in India and methodologies and assumptions may vary widely among different industry sources.
Forward –Looking Statements
Statements included in this Information Memorandum which 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 expression 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, our growth and expansion plans and technological
changes. The changes in monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in
interest rates, foreign exchange rates, equity prices or other rates or prices. The performance of the financial markets in India and globally, changes in domestic and foreign laws,
regulations and taxes and changes in competition in our industry. Changes in the value of the Rupee and other currencies. Changes in pricing policies or those of the competitors. The occurrence of natural disasters or calamities. Change in political and social conditions in India. The ability to retain the existing clients and acquire new clients
7
BUSINESS ACTIVITY
Our Company was incorporated under the Companies Act, 1956 as “Visisth Chay Vyapar Limited as a public
limited company pursuant to a certificate of incorporation dated 16th January, 1985 issued by the Registrar of
Companies, Delhi. We received the certificate for commencement of business on 16th January, 1985.
We are merely engaged in the business of providing loans and advances to the investors comprising individuals
& body corporates. The Company is a Non Banking Financial Company - Non Deposit taking Loan Company
(NBFC-ND-LC) registered with Reserve Bank of India bearing registration No. a-14.00075 Dated 13.09.2000.
Location
We operate from the following premises:
Type of Facility Location
Registered Office A-446, Basement, Defence Colony, New
Delhi-110024
Corporate Office 5, Gorky Terrace, 2nd Floor, Kolkata-700017
8
GENERAL INFORMATION
CORPORATE IDENTIFICATION NUMBER
CORPORATE IDENTIFICATION NUMBER (CIN) L15491DL1985PLC019848
REGISTERED OFFICE OF THE COMPANY A-446, Basement, Defence Colony, New Delhi-110024
TELEPHONE 033-66133300
EMAIL-ID [email protected]
WEBSITE www.vcvl.in
REGISTRAR OF COMPANIES 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi - 110019
COMPLIANCE OFFICER Champa Lal Pareek
Board Of Directors
NAME OF
THE DIRECTORS
DESIGNATION AND
CATEGORY
DIN ADDRESS
Champa Lal Pareek Managing Director
00030815 Eliza Apartment-1, 65 BBD Road, 4th Floor Hind Motar, Distt-Hooghly Hind Motar 712233 West
Bengal
Tarak Nath Dey Director 00343396 Flat No. I, 3rd Floor, 665 Bidhan Pally P.O. Garia,
P.S. Regent Park KOLKATA 700084 West Bengal
Binod Bihani
Director 02471328 90, New Station Road Near Kali Temple, Hind
Motor Hooghly-712233 West Bengal
Tripty Modi
Director 07203672
4A, Bright Street Kolkata-700 019 West Bengal
Chanchal Rungta Director 07590027 BD-290, Salt Lake City Sector - 1, North 24 Parganas, Kolkata-700064 West Bengal
Statutory Auditors
M/s. S. Mandal & Co. 29D, Seven Tanks lane, Dum Dum Jn. Kolkata : 700030 Phone No : 2556-6768 E-mail:. [email protected]
9
Registrar to the Company
NICHE TECHNOLOGIES PRIVATE LIMITED
D-511, Bagree Market, 5th Floor
71, B.R.B.Basu. Road Kolkata 700 001 Phone: 2235-7270/ 7271 Fax : 2215-6823 E-mail : [email protected] Website: www.nichetechpl.com
10
CAPITAL STRUCTURE
SHARE CAPITAL
Particulars Amt. in Rupees
Present Authorised Capital
2,00,00,000 Equity Shares of Rs. 10/- Each
20,00,00,000
Present Issued, Subscribed and Paid Up Capital
1,99,99,000 Equity Shares of Rs. 10/- Each Fully Paid Up
19,99,90,000
ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL BUILT UP
year of
Allotment /
year of
Fully Paid
Up
No. of
Equity
Shares
allotted
Cumulative No.
of Equity
Shares
Face
Value
(Rs.)
Issue
Price
(Rs)
Nature of Issue and
Category of
Allottees
Shares issued
for cash,
Consideration
other than cash
1985 70 70 10 10 Since Incorporation Cash
1986 98,930 99,000 10 10 Further Issue Cash
1989 1,50,000 2,49,000 10 10 Right Issue Cash
1989 1,97,50,000 1,99,99,000 10 10 Further Issue Cash
CONVERTIBLEINSTRUMENTS/WARRANTS
The Company has not issued any Convertible instrument including warrants till now.
11
SHAREHOLDING PATTERN AS ON 30TH June, 2016
Format of holding of specified securities
1 Name of Listed Entity: VISISTH CHAY VYAPAR LIMITED.
2 Scrip Code/Name of Scrip/Class of Security : 4759/Visisth Chay Vyapar/Ltd./Equiy
3 Share Holding Pattern Filed under: Reg. 31(1) ( b ) : As on 30/06/2016
4 Declaration:
Particulars Yes No
1 Whether the Listed Entity has issued any partly paid up shares No
2 Whether the Listed Entity has issued any Convertible Securities or Warrants? No
3
Whether the Listed Entity has any shares against which depository receipt are issued?
No
4 Whether the Listed Entity has any shares in locked-in? No
5 Whether any shares held by promoters are pledge or otherwise encumbered? No
5 The tabular format for disclosure of holding of specified securities is as follows:-
12
Table I - Summary Statement holding of specified securities Ca
teg
or
y
(I)
Category of
shareholder
(II)
Nos.
of
shar
ehol
ders
(III)
No. of
fully
paid-up
equity
shares
held
(IV)
No
. of
pa
rtl
y
pai
d-
up
eq
uit
y
sh
are
s
hel
d
(V)
No
. of
sh
are
s
un
de
rly
in
g
De
po
sit
or
y
Re
cei
pt
(V
I)
Total nos.
shares
held
(VII) =
(IV)+(V)+
(VI)
Shareh
olding
as a %
of total
no. of
shares
(calcula
ted as
per
SCRR,
1957)
(VIII)
As a %
of
(A+B+
C2)
Number of Voting Rights held in each
class of securities
(IX)
No.
of
Shar
es
Unde
rlyin
g
conv
ertibl
e
secur
ities
(Incl
udin
g
Warr
ants)
(X)
Shareh
olding
as a %
assumi
ng full
convers
ion of
convert
ible
securiti
es (as a
percent
age of
diluted
share
capital)
(XI)=(V
II)+(X)
as a %
of
(A+B+
C)
Numbe
r of
Locked
in
shares
(XII)
Numbe
r of
Shares
pledge
d or
otherw
ise
encum
bered
(XIiI)
Number of equity shares held in dematerialized form (XIV)
No. of Voting Rights Total
as a
% of
(A+B
+C)
N
o
.
(
a
)
As
a
%
of
tot
al
Sh
are
s
hel
d
(b)
N
o
.
(
a
)
As
a
%
of
tot
al
Sh
are
s
hel
d
(b)
Class eg:x Cl
ass
eg:
y
Total
(A) Promoter &
Promoter Group
3 6217000 0 0 6217000 31.087 6217000 0 6217000 31.08
7
0 31.087 0 0 0 0 0
(B) Public 238 13782000 0 0 13782000 68.913 13782000 0 13782000 68.91
3
0 68.913 0 0 0 0 0
(C) Non Promoter -
Non Public
(C
1)
Shares
underlying DRs
(C
2)
Shares held by
Employee Trusts
TOTAL 241 19999000 0 19999000 100 19999000 0 19999000 100 0 100 0 0 0 0 0
13
Table II - Statement showing shareholding pattern of the Promoter and Promoter Group
Category & Name of
shareholders
(I)
PAN
(II)
No
s.
of
sha
reh
old
ers
(III
)
No. of
fully
paid-up
equity
shares
held
(IV)
No.
of
par
tly
pai
d-
up
eq
uit
y
sha
res
hel
d
(V)
No
s.
of
sha
res
un
der
lyi
ng
De
pos
itor
y
Re
cei
pt
(VI
)
Total
nos.
shares
held
(VII) =
(IV)+(V
)+(VI)
Share
holdi
ng %
calcu
lated
as
per
SCR
R,
1957
As a
% of
(A+B
+C2)
(VIII)
Number of Voting Rights held in
each class of securities
(IX)
No.
of
Sh
are
s
Un
der
lyi
ng
Ou
tsta
ndi
ng
con
ver
tibl
e
sec
uri
ties
(In
clu
din
g
Wa
rra
nts
)
(X)
Share
holdi
ng as
a %
assu
ming
full
conv
ersio
n of
conv
ertibl
e
secur
ities
(as a
perce
ntage
of
dilut
ed
share
capit
al)
(XI)=
(VII)
+(X)
as a
% of
(A+B
+C)
Numbe
r of
Locked
in
shares
(XII)
Numbe
r of
Shares
pledge
d or
otherwi
se
encum
bered
(XIiI)
Numbe
r of
equity
shares
held in
demate
rialized
form
(XIV)
No. of Voting Rights Total
as a
% of
Total
Votin
g
right
s
N
o
.
(
a
)
As
a
%
of
tot
al
Sh
are
s
hel
d
(b)
N
o
.
(
a
)
As
a
%
of
tot
al
Sh
are
s
hel
d
(b)
Class
x
Cla
ss
y
Total
(1
)
Indian 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
(a
)
Individuals/Hindu
undivided Family
3 6217000 0 0 6217000 31.08
7
6217000 0 6217000 31.08
7
0 31.08
7
0 0 0 0 0
(b
)
Central
Government/State
Government(s)
0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
(c) Financial
Institutions/Banks
0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
(d
)
Any Other 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
Bodies Corporate 3 6217000 0 0 6217000 31.08
7
6217000 0 6217000 31.08
7
0 31.08
7
0 0 0 0 0
HOTAHOTI WOOD
PRODUCTS LTD.
0 2889500 0 0 2889500 14.44
8
2889500 0 2889500 14.44
8
0 14.44
8
0 0 0 0 0
NORTH EASTERN
PUBLISHING &
ADVERT.CO.LTD
0 2750000 0 0 2750000 13.75
1
2750000 0 2750000 13.75
1
0 13.75
1
0 0 0 0 0
14
PURBANCHAL
PRESTRESSED LTD.
0 577500 0 0 577500 2.888 577500 0 577500 2.888 0 2.888 0 0 0 0 0
Trusts 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
Clearing Members 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
Sub-Total (A)(1) 3 6217000 0 0 6217000 31.08
7
6217000 0 6217000 31.08
7
0 31.08
7
0 0 0 0 0
(2
)
Foreign 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
(a
)
Individuals (Non-
Resident
Individuals/Foreign
Individuals)
0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
(b
)
Government 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
(c) Institutions 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
(d
)
Foreign Portfolio
Investor
0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
(e
)
Any Other 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
OCBs 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
Sub-Total (A)(2) 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
Total Shareholding
of Promoter and
Promoter Group
(A)=(A)(1)+(A)(2)
3 6217000 0 0 6217000 31.08
7
6217000 0 6217000 31.08
7
0 31.08
7
0 0 0 0 0
15
Table III - Statement showing shareholding pattern of the Public shareholder
Category &
Name of
shareholders
(I)
PAN
(II)
Nos.
of
shar
ehol
ders
(III)
No. of
fully
paid-
up
equity
shares
held
(IV)
No
.
of
pa
rtl
y
pa
id-
up
eq
uit
y
sh
are
s
he
ld
(V
)
No
s.
of
sha
res
un
der
lyi
ng
De
pos
itor
y
Rec
eip
t
(VI
)
Total
nos.
share
s held
(VII)
=
(IV)+
(V)+(
VI)
Shar
ehol
ding
%
calcu
lated
as
per
SCR
R,
1957
As a
% of
(A+B
+C2)
(VIII
)
Number of Voting Rights
held in each class of
securities
(IX)
No
.
of
Sh
are
s
Un
de
rly
in
g
O
uts
ta
nd
in
g
co
nv
ert
ibl
e
sec
uri
tie
s
(In
clu
di
ng
W
arr
an
ts)
(X)
Share
holdin
g as a
%
assum
ing
full
conver
sion of
conver
tible
securit
ies (as
a
percen
tage of
dilute
d
share
capital
)
(XI)=
(VII)+(
X) as a
% of
(A+B+
C)
Numb
er of
Locke
d in
shares
(XII)
Number
of
Shares
pledged
or
otherwis
e
encumb
ered
(XIiI)
Numb
er of
equity
shares
held
in
demat
erializ
ed
form
(XIV)
No. of Voting
Rights
Tota
l as a
% of
Tota
l
Voti
ng
right
s
N
o
.
(
a
)
As
a
%
of
tot
al
Sh
are
s
he
ld
(b)
No
.
(a)
As
a
%
of
tot
al
Sh
are
s
he
ld
(b)
Class
x
C
l
a
s
s
y
Total
(1) Institutions 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
(a) Mutual Funds 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
(b) Venture Capital
Funds
0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
(c) Alternate
Investment
Funds
0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
(d) Foreign Venture
Capital Investors
0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
(e) Foreign Portfolio
Investors
0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
(f) Financial
Institutions/Ban
ks
0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
16
(g) Insurance
Companies
0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
(h) Provident
Funds/Pension
Funds
0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
(i) Any Other 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
Foreign
Institutional
Investors
0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
QFI - Corporate 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
Sub-Total (B)(1) 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
(2) Central
Government/Sta
te
Government(s)/
President of
India
0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
Sub-Total (B)(2) 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
(3) Non-Institutions 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
(a) Individuals 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
i) Individual
shareholders
holding nominal
share capital up
to Rs.2 Lakhs.
220 121900 0 0 121900 0.61 121900 0 121900 0.61 0 0.61 0 0 0 0 0
ii) Individual
shareholders
holding nominal
share capital in
excess of Rs.2
Lakhs.
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(b) NBFCs
registered with
RBI
0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
(c) Employee Trusts 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
(d) Overseas
Depositors
(holding
DRs)(balancing
figure)
0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
17
(e) Any Other 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
Bodies
Corporate
18 1366010
0
0 0 136601
00
68.304 136601
00
0 136601
00
68.30
4
0 68.304 0 0 0 0 0
CHEMO
TRADERS PVT.
LTD.
0 998200 0 0 998200 4.991 998200 0 998200 4.991 0 4.991 0 0 0 0 0
DECCAN
TRADERS PVT.
LTD.
AABCD
8938N
0 250000 0 0 250000 1.25 250000 0 250000 1.25 0 1.25 0 0 0 0 0
FLEX TRADE
PVT. LTD.
AAACF
6723A
0 900000 0 0 900000 4.5 900000 0 900000 4.5 0 4.5 0 0 0 0 0
JONNETE
PROPERTIES
PRIVATE
LIMITED
0 917400 0 0 917400 4.587 917400 0 917400 4.587 0 4.587 0 0 0 0 0
GULMOHUR
TRADING PVT.
LTD.
0 996000 0 0 996000 4.98 996000 0 996000 4.98 0 4.98 0 0 0 0 0
KAMINI FINANCE & INVESTMENT CO. LTD.
AAACK8421A
0 469000 0 0 469000 2.345 469000 0 469000 2.345 0 2.345 0 0 0 0 0
KUVAM PLAST PVT. LTD.
AADCK8653K
0 900000 0 0 900000 4.5 900000 0 900000 4.5 0 4.5 0 0 0 0 0
LORETO TRADING & FINANCE COMPANY LTD.
0 635000 0 0 635000 3.175 635000 0 635000 3.175 0 3.175 0 0 0 0 0
MAURYA TRADING CO. LTD.
0 950000 0 0 950000 4.75 950000 0 950000 4.75 0 4.75 0 0 0 0 0
MEGA RESOURCES LTD.
AADCM5397E
0 851000 0 0 851000 4.255 851000 0 851000 4.255 0 4.255 0 0 0 0 0
MERLIN RESOURCES PVT. LTD.
0 375000 0 0 375000 1.875 375000 0 375000 1.875 0 1.875 0 0 0 0 0
MILESTONE SHARES & STOCK BROKING (P) LTD
AAFCM7386P
0 800000 0 0 800000 4 800000 0 800000 4 0 4 0 0 0 0 0
NEELANCHAL MERCANTILE PVT. LTD.
AAAON8842N
0 950000 0 0 950000 4.75 950000 0 950000 4.75 0 4.75 0 0 0 0 0
OCEAN FREIGHT ENTERPRISES PVT. LTD.
0 900000 0 0 900000 4.50 900000 0 900000 4.50 0 4.50 0
0 0 0 0
RUKMINI PROPERTIES PVT. LTD.
AACCR1848L
0 268000 0 0 268000 1.34 268000 0 268000 1.34 0 1.34 0 0 0 0 0
18
SANGRAHALAYA TIMBER & CRAFTS LTD.
0 1000500 0 0 1000500
5.003 1000500
0 1000500
5.003 0 5.003 0 0 0 0 0
SRI B L C PVT. LTD.
AAECS8437J
0 550000 0 0 550000 2.75 550000 0 550000 2.75 0 2.75 0 0 0 0 0
UTTAM MACHINERY & SUPPLY CO. PVT. LTD.
0 950000 0 0 950000 4.75 950000 0 950000 4.75 0 4.75 0 0 0 0 0
QFI - Individual 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
NRI / OCBs 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
Trusts 0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
Clearing
Memebers
0 0 0 0 0 0.00 0 0 0 0.00 0 0.00 0 0 0 0 0
Sub-Total (B)(3) 238 1378200
0
0 0 137820
00
68.913 137820
00
0 137820
00
68.91
3
0 68.913 0 0 0 0 0
Total Public
Shareholding
(B)=(B)(1)+(B)(2)
+(B)(3)
238 1378200
0
0 0 137820
00
68.913 137820
00
0 137820
00
68.91
3
0 68.913 0 0 0 0 0
19
Table IV - Statement showing shareholding pattern of the Non Promoter - Non Public
shareholder
Category &
Name of
shareholders
(I)
PA
N
(II)
Nos.
of
shareh
olders
(III)
No.
of
fully
paid-
up
equit
y
share
s
held
(IV)
No
. of
pa
rtl
y
pai
d-
up
eq
uit
y
sh
are
s
hel
d
(V)
Nos.
of
share
s
unde
rlyin
g
Depo
sitory
Recei
pt
(VI)
Total
nos.
share
s
held
(VII)
=
(IV)+
(V)+(
VI)
Share
holdi
ng %
calcu
lated
as
per
SCR
R,
1957
As a
% of
(A+B
+C2)
(VIII)
Number of Voting Rights held
in each class of securities
(IX)
No. of
Shares
Underly
ing
Outstan
ding
converti
ble
securiti
es
(Includi
ng
Warrant
s)
(X)
Shareholdi
ng as a %
assuming
full
conversion
of
convertible
securities
(as a
percentage
of diluted
share
capital)
(XI)=
(VII)+(X) as
a % of
(A+B+C)
Number
of Locked
in shares
(XII)
Number of
Shares
pledged or
otherwise
encumbered
(XIiI)
Nu
mbe
r of
equi
ty
shar
es
held
in
dem
ateri
alize
d
form
(XIV
)
No. of Voting Rights Total
as a
% of
Total
Votin
g
rights
No
.
(a)
As
a
%
of
tot
al
Sh
are
s
hel
d
(b)
No.
(a)
As a
% of
total
Share
s held
(b)
Class
x
Clas
s
y
Tota
l
(1
)
Custodian.DR
Holder
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(2
)
Employee
Benefit Trust
(under SEBI
(share based
Employee
Benefit)
Regulations,
2014
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Total Non-
Promoter -
Non-Public
Shareholding
(C)=(C)(1)+(C)+
(2)
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
20
LIST OF TOP TEN SHAREHOLDERS AS ON THE DATE OF INFORMATION MEMORANDUM
NAME NO. OF SHARES % OF TOTAL SHAREHOLDING
HOTAHOTI WOOD PRODUCTS LTD. 2889500 14.45
NORTH EASTERN PUBLISHING & ADVERTISING.CO.LTD. 2750000 13.75
SANGRAHALAYA TIMBER & CRAFTS LTD. 1000500 5.01
CHEMO TRADERS PVT. LTD. 998200 4.99
GULMOHUR TRADING PVT. LTD. 996000 4.98
MAURYA TRADING CO. LTD. 950000 4.75
NEELANCHAL MERCANTILE PVT. LTD. 950000 4.75
UTTAM MACHINERY & SUPPLY CO. PVT. LTD. 950000 4.75
JONNETE PROPERTIES PRIVATE LIMITED 917400 4.59
FLEX TRADE PVT. LTD. 900000 4.50
KUVAM PLAST PVT. LTD. 900000 4.50
OCEAN FREIGHT ENTERPRISES PVT. LTD. 900000 4.50
Disclosures:
1. The Company has not entered into any agreements (including agreements for technical advice and collaboration), concessions and similar other documents (except those entered into in the ordinary course of business carried on or intended to be carried on by the company).
2. No commission, brokerage, discount or other special terms including an option for the issue of any kind of securities has been granted to any person.
3. There are no outstanding warrants which are pending for conversion
21
ABOUT THE COMPANY
History and Corporate Structure
Our Company was incorporated under the Companies Act, 1956 as “VISISTH CHAY VYAPAR LIMITED as a
public company pursuant to a certificate of incorporation dated 16th day of January 1985 issued by the Registrar
of Companies, Delhi. The Company is merely engaged in the business of providing loans and advances to the
investors comprising individuals & body corporates. The Company is a Non Banking Financial Company - Non
Deposit taking Loan Company (NBFC-ND-LC) registered with Reserve Bank of India bearing registration No.
a-14.00075 Dated 13.09.2000.
Our current promoters are North Eastern Publishing & Advertising Co. Ltd., Purbanchal Prestressed Limited, Hotahoti Wood Products Limited
Major Events and Milestones
The table below sets forth some of the major events in the history of our Company:
Year/Date Achievement
1985 Formation of our Company as a Public limited company viz., Visisth Chay
Vyapar Limited
1987 Listed at Delhi Stock Exchange
Raising of capital by Our Company
Other than as disclosed under “Capital Structure” of the Information Memorandum, we have not raised any
capital either in the form of equity or debt.
Changes in the activities of Our Company during the last five years
We have not changed any activities of our Company during last five years.
Defaults or rescheduling of borrowings with Financial Institutions/Banks
Our Company has not defaulted or rescheduled its borrowings since the date of incorporation of our Company.
Lock-Out or Strikes
There have been no lock-outs or strikes in our Company since inception.
Injunctions or restraining order against Our Company
There have been no injunctions or restraining order against our Company.
Total number of Shareholders of Our Company
As of the date of filing of the Information Memorandum, the total number of holders of Equity Shares is 241.
22
Main Objects of Our Company
The Main Objects Of The Company As Per Memorandum Of Association Are As Follows:
1. To grow cultivate, produce manufacture, treat, blend, render marketable & transport whether in bulk or in
packeted or concentrated forms, tea, coffee, cocoa or any other beverages, all varieties of food & food products,
plantation crops, orchard crops, cereals, vegetables spices, essential oils aromatic substance rubber, forestry
products and other produce of the soil whether of spontaneous growth or not, and for the purpose to layout,
construct, purchase take on lease, or otherwise acquire, alter, equip, maintain and work estates, gardens,
plantations, farms including the growing, cultivation and reproduction of tea seeds and other reproductive,
vegetable material of all types, and manufactures or other properties in any place or places and to buy, sell store
further process sort grade or otherwise prepare, import export dispatch, dispose of, and deal in and trade in all
or any of the aforesaid produce or commodities things and products, either in processed finished manufactured
or raw state by retail, wholesale or otherwise.
2. To finance, facilitate, encourage, promote and assist in the establishment and growth of industries of
industrial undertakings.
Holding & Subsidiaries
The Company does not have any holding or subsidiary company as on date of this Information Memorandum.
Material Contracts
There is no material contracts, agreements (including agreements for technical advice and collaboration,
concessions and similar other documents (except those entered into in the ordinary course of business carried
on or intended to be carried on by the company), executed or entered into by the company.
23
OUR MANAGEMENT
As on the date of this Information Memorandum, our Company has 5 Directors on its Board. The following
table sets forth the details of the Board of Directors as on the date of this Information Memorandum
Name, Age, Father’s/ Husband’s Name,
Designation, Address, DIN, Occupation,
Qualification, Term and Nationality
Date of
Appointment
Other Directorships/ Proprietor/ Partnership/
HUF/ Trust in which Director is a Trustee
Mr. Champa Lal Pareek Age: 59 years Designation: Managing Director & Promoter Address: Eliza Apartment-1, 65 BBD Road,
4th Floor Hind Motar, Distt-Hooghly Hind
Motar 712233, West Bengal
DIN: 00030815 Occupation: Business Qualification: Commerce Graduate Nationality: Indian
26.05.1989
1.Prabhakar Builders Private Limited 2.Sagittarius Commercial Private Limited 3. Aries Commercial Private Limited 4. Aquaries Commercial Private Limited 5. Uttam Machinery & Supply Company Pvt Ltd 6. Maurya trading co. Ltd 7. Kamini Finance And Investment Company Ltd 8.Purbanchal Prestressed Ltd 9. Hotahoti Wood Products Ltd 10. Sangrahalaya Timber And Crafts Ltd 11. Citystar Towers Private Limited 12. North eastern publishing and Advertising Co ltd. 13. The Central Glass Industries Private Limited
Mr. Tarak Nath Dey
Age: 46 Years
Designation: Non Executive /
Independent Director
Address: Flat No. I, 3rd Floor, 665 Bidhan Pally P.O. Garia, P.S. Regent Park Kolkata- 700084 West Bengal DIN: 00343396
Occupation: Business Qualification: Commerce Graduate Nationality: Indian
15.01.2015 1. Deccan Traders Pvt Ltd 2. Maurya trading co. Ltd 3. Gulmohur trading (p) ltd. 4. Chemo Traders Pvt Ltd 5. Citystar Towers Private Limited 6. Maa Karni Finance Pvt Ltd 7. Uniom Manufacturing & Trading Company Pvt Ltd 8. Kamini Finance And Investment Company Ltd 9.Purbanchal Prestressed Ltd 10. Micado Properties Pvt. Ltd. 11. North Eastern Publishing and Advertising Co Ltd. 12. The Central Glass Industries Private Limited 13. Megha Conclave Private Limited
Mr. Binod Bihani
Age: 56 Years
Designation: Non Executive /
Independent Director
Address : 90, New Station Road Near Kali
Temple, Hind Motor Hooghly-712233
West Bengal
DIN: 02471328
Occupation: Business Qualification: Commerce Graduate Nationality: Indian
09.09.1985
NIL
24
Name, Age, Father’s/ Husband’s Name,
Designation, Address, DIN, Occupation,
Qualification, Term and Nationality
Date of
Appointment
Other Directorships/ Proprietor/ Partnership/
HUF/ Trust in which Director is a Trustee
Mrs. Tripty Modi
Age: 26 Years
Designation: Non Executive /
Independent Director
Address: 4A, Bright Street Kolkata-700 019
West Bengal
DIN: 07203672
Occupation: Business Qualification: Bachelors In Computers And Mathematics Nationality: Indian
13.08.2016 1.Purbanchal Prestressed Ltd 2. Kamini Finance And Investment Company Ltd. 3. Maurya trading co. Ltd 4. Sangrahalaya Timber And Crafts Ltd
Mrs. Chanchal Rungta
Age: 26 Years
Designation: Non Executive /
Independent Director
Address: BD-290, Salt Lake City Sector - 1,
North 24 Parganas, Kolkata-700064 West
Bengal
DIN: 07590027
Occupation: Business Qualification: Masters In Economics Nationality: Indian
13.08.2016 1. North eastern publishing and advertising co ltd. 2. Purbanchal Prestressed Ltd 3. Kamini Finance And Investment Company Ltd. 4. Maurya Trading co. Ltd 5. Hotahoti Wood Products Ltd
Brief Biography of the Directors
Mr. Champa Lal Pareek (Managing Director and Promoter) aged 59 years, is a Commerce graduate. He is well
experienced in the field of Corporate Finance and Accounting and also having more than 18 years of experience
in the Finance and Accounting Sector.
Mr. Tarak Nath Dey, (Director), aged 46 years, is a Commerce graduate. He has experience of 18 years in the
field of Finance Sector.
Mr. Binod Bihani (Director), aged 57 years, is a Commerce graduate. He is well experienced in the field of
Finance and Business for more than 30 years.
Mrs. Tripty Modi, (Director), aged 26 years, is a Bachelors in Computers and Mathematics. He has an
experience of almost 2 years in Finance and Investment.
Mrs. Chanchal Rungta, (Director), aged 26 years, is a Masters in Economics. He has an experience of almost 2
years in Finance and Investment.
25
Shareholding of Directors in the Company
The Directors do not hold any Equity Shares in the Company.
Changes in the Auditors
There has been no change in the Statutory Auditor of our Company in last 3 years.
Capitalisation of Reserves or Profits
Except as stated in the section titled “Capital Structure” of this Information Memorandum, our Company has
not capitalized its reserves or profits at any time since inception.
Revaluation of Assets
Our Company has not revalued its assets in the last five (5) years
26
OUR PROMOTERS
The Promoters of the Company are: North Eastern Publishing & Advertising Co. Ltd., Purbanchal Prestressed Limited, Hotahoti Wood Products Limited. DETAILS OF OUR PROMOTERS ARE AS UNDER
The Promoters of the Company are:- North Eastern Publishing & Advertising Co Ltd, Purbanchal
Prestressed Limited, Hotahoti Wood Products Limited.
1. North Eastern Publishing & Advertising Co Ltd
Name North Eastern Publishing & Advertising Co
Ltd
CIN L22122AS1981PLC001884
PAN No. AAACN6958M
Corporate Office 5, Gorky Terrace, 2nd Floor, Kolkata – 700017
Brief Profile North Eastern Publishing & Advertising Co Ltd is merely engaged in the business of providing loans and advances to the investors comprising individuals & body corporate. The Company is a Non Banking Financial Company - Non Deposit taking Loan Company (NBFC-ND-LC) registered with Reserve Bank of India bearing registration No. 08.00039.
2. Purbanchal Prestressed Ltd
Name Purbanchal Prestressed Ltd
CIN L26956AS1974PLC001605
PAN No. AABCP2206P
Corporate Office 5, Gorky Terrace, 2nd Floor, Kolkata – 700017
Brief Profile Purbanchal Prestressed Ltd. is merely engaged in the business of providing loans and advances to the investors comprising individuals & body corporate. The Company is a Non Banking Financial Company - Non Deposit taking Loan Company (NBFC-ND-LC) registered with Reserve Bank of India bearing registration No. 08.00003.
27
3. Hotahoti Wood Products Ltd
Name Hotahoti Wood Products Limited
CIN L20211NL1984PLC002149
PAN No. AAACH5090E
Corporate Office 5, Gorky Terrace, 2nd Floor, Kolkata – 700017
Brief Profile Hotahoti Wood Products Ltd. is merely engaged in the business of providing loans and advances to the investors comprising individuals & body corporate. The Company is a Non Banking Financial Company - Non Deposit taking Loan Company (NBFC-ND-LC) registered with Reserve Bank of India bearing registration No. 08.00078.
28
FINANCIAL INORMATION
S. MANDAL & CO. 29D, SEVEN TANKS LANE Chartered Accountants DUM DUM JN.
Kolkata – 700 030 Phone: 2556-6768 Email: [email protected]
Independent Auditor’s Report
To the Members of Visisth Chay Vyapar Limited
Report on the Financial Statements
We have audited the attached financial statements of Visisth Chay Vyapar Limited (‘the Company’), which
comprise the balance sheet as at 31 March 2016, the statement of profit and loss and the cash flow statement for
the year then ended, and a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation and presentation 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 principles generally accepted in India,
including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which
are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the
Act. 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 the
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 financial control
29
relevant to the Company’s preparation of the financial statements that give a true and fair view in
order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on whether the Company has in place an adequate internal financial controls
system over financial reporting and the operating effectiveness of such controls. An audit also
includes evaluating the appropriateness of the accounting policies used and the reasonableness of the
accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation
of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
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 Balance Sheet, of the state of affairs of the Company as at 31 March 2016
b) in the case of Statement of Profit and Loss, of the loss 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.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, we give in the
Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent
applicable.
2. As required by Section 143 (3) of the Act, we report that:
a) we have sought and obtained all the information and explanations which to the best of our Knowledge
and belief were necessary for the purposes of our audit.
b) in our opinion proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books;
c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this
Report are in agreement with the books of account;
d) in our opinion, the aforesaid financial statements comply with the Accounting Standard specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
e) on the basis of the written representations received from the directors as on 31 March 2016 taken on
record by the Board of Directors, none of the directors is disqualified as on
31 March 2016 from being appointed as a director in terms of Section 164 (2) of the Act;
f) with respect to the adequacy of the internal financial controls over financial reporting of the Company
and the operating effectiveness of such controls, refer to our separate report in“Annexure B”;and
g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information
and according to the explanations given to us:
30
i) The Company does not have any pending litigations which would impact its financial position.
ii) The Company did not have any long-term contracts including derivatives contracts for which
there were any material foreseeable losses.
iii) There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company.
For S. MANDAL & CO
Chartered Accountants Firm Registration number: 314188E
S L MANDAL
Partner Membership number FCA: 051834 Place: Kolkata
Date : 24th day of May, 2016
31
Annexure A to the Independent Auditors’ Report
The Annexure referred to in our Independent Auditors’ Report to the members of the Company on the financial
statements for the year ended 31 March 2016, we report that:
(i) a) The Company has no Fixed Assets .Therefore, the provision of this Paragraph is not applicable
due to the reasons mentioned above.
b) The provision of this Paragraph is not applicable due to the reasons referred to in paragraph (i)(a)
above.
c) The provision of this paragraph is not applicable due to the reason referred in paragraph (i)(a)
(ii) a) The management has conducted physical verification of inventories at reasonable intervals
during the year and no material discrepancies were noticed on such physical verification.
(iii) a) According to the information and explanations given to us, the Company has not granted any
loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties
covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly,
the provisions of clause 3(iii)(a) of the Order are not applicable to the Company and hence not
commented upon.
iv) In our opinion and according to the information and explanations given to us, there are no loans,
investments, guarantees, and securities granted in respect of which provisions of section 185 and 186 of
the Companies Act 2013 are applicable and hence not commented upon.
v) The Company has not accepted any deposits from the public.
vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the
Act, for any of the activities rendered by the Company.
vii) a) According to the information and explanations given to us and on the basis of our examination of
the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, Employee State Insurance (ESI), excise duty, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues, as and when applicable to us, have been regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable.
b) According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute.
c) According to the information and explanations given to us, there are no dues of income tax,
sales-tax, wealth tax, service tax, customs duty, excise duty, value added tax and cess which have not been deposited on account of any dispute.
32
viii) The Company did not have any outstanding dues to financial institutions, banks or debenture holders or government during the year. Accordingly, paragraph 3(viii) of the Order is not applicable.
ix) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, the Company has not raised any money by way of initial public offer / further public offer / debt instruments) and term loans hence, reporting under clause (ix) is not applicable to the Company and hence not commented upon.
x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud on or by the officers and employees of the Company has been noticed or reported during the year.
xi) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial
statements and according to the information and explanations given by the management, we report that the
Company has not paid managerial remuneration to any of its managerial persons and therefore its not required
to comply with the provisions of section 197 of the Companies Act, 2013.
xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xi) of the order are
not applicable to the Company and hence not commented upon.
xiii) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial
statements and according to the information and explanations given by the management, the Company has not
entered into any related party transactions and therefore Section 188 of the Companies Act, 2013 is not
applicable to the Company.
xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the
company has not made any preferential allotment or private placement of shares or fully or partly convertible
debentures during the year under review and hence not commented upon.
xv) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial
statements and according to the information and explanations given by the management, the Company has not
entered into any non-cash transactions with directors or persons connected with him.
xvi) According to the information and explanations given to us, the Company has complied with the provisions of
section 45-IA of the Reserve Bank of India Act, 1934 as and when applicable.
For S. MANDAL & CO
Chartered Accountants
Firm Registration number: 314188E
S L MANDAL
Partner
Membership number FCA: 051834
Place: Kolkata
Date : 24th day of May, 2016
33
S. MANDAL & CO. 29D, SEVEN TANKS LANE Chartered Accountants DUM DUM JN.
Kolkata – 700 030 Phone: 2556-6768 Email: [email protected]
Annexure - B to the Auditors’ Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies
Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of VisisthChayVyaparLimited (“the
Company”) as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the
Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls based
on the internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over
Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities
include the design, implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s
policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial information, as required
under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting
based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal
Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by
ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to
an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued
by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting was established and maintained and if such
controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial
controls system over financial reporting and their operating effectiveness. Our audit of internal financial
controls over financial reporting included obtaining an understanding of internal financial controls over
financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. 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.
34
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A company's internal financial control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorisations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the
financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to error or
fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over
financial reporting to future periods are subject to the risk that the internal financial control over financial
reporting may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over
financial reporting and such internal financial controls over financial reporting were operating effectively as at
31 March 2016, based on the internal control over financial reporting criteria established by the Company
considering the essential components of internal control stated in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For S MANDAL & CO
Chartered Accountants
(Firm Registration Number: 314188E)
S L MANDAL
Partner
Membership No: 051834
Place: Kolkata
Date: 24th day of May, 2016
35
VISISTH CHAY VYAPAR LIMITED
BALANCE SHEET AS AT 31ST MARCH, 2016
(Figures in Rs.)
Sl. No.
Particulars Note No.
As at 31st March, 2016
As at 31st March, 2015
I. EQUITY AND LIABILITIES
(1) Shareholder's Funds
(a) Share Capital 2.5 19,99,90,000 19,99,90,000
(b) Reserves and Surplus 2.6 1,12,46,437 1,39,79,837
(2) Non-Current Liabilities
(a) Long Term Borrowings 2.7 6,63,11,855 6,17,01,082
(b) Long Term Provisions 2.8 4,02,741 2,36,197
(3) Current Liabilities
(a) Trade Payables 2.9 25,77,596 18,78,502
(b) Other Current Liabilities 2.10 92,20,516 17,31,366
(c) Short-Term Provisions 2.11 1,24,10,332 1,23,84,332
Total Equity & Liabilities 30,21,59,479 29,19,01,317
II. ASSETS (1) Non-Current Assets
(a) Non-Current Investments 2.12 9,21,53,408 10,20,97,588 (b) Long Term Loans and Advances 2.13 16,10,96,590 14,23,72,176
(2) Current Assets
(a) Inventories 2.14 35,99,750 35,99,750
(b) Trade Receivables 2.15 96,000 -
(c ) Cash and Bank Balances 2.16 2,25,588 97,611
(d) Short - Term Loans and Advances 2.17 4,49,88,143 4,37,34,192
Total Assets 30,21,59,479 29,19,01,317
Significant accounting Policies and Notes on Accounts. 1 & 2
As per our report of even date For S. MANDAL & CO. For and on behalf of the Board of Directors
(Chartered Accontants) Firm Registration No. 314188E
_____________________ _________________
Champa Lal Pareek Tarak Nath Dey
S.L. MANDAL Managing Director Director
Partner 00030815
00343396
Membership No. FCA - 051834
Dated: May 24, 2016
36
VISISTH CHAY VYAPAR LIMITED
PROFIT & LOSS STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2016
(Figures in Rs.)
Sl. No.
Particulars Note No.
For the year ended 31st March, 2016
For the year ended 31st March, 2015
(1) Revenue from operations 2.18 52,88,794 22,33,762
(2) Total Revenue (1+2) 52,88,794 22,33,762
(3) Expenses:
Employee Benefit Expense 2.19 2,95,000 7,86,670
Finance Cost 2.20 57,48,884 16,14,903
Other Expenses 2.21 17,85,766 16,97,665
Provision for standard assets 2.22 1,66,544 -
Total Expenses 79,96,194 40,99,238
(4) Profit before exceptional and extraordinary items and tax (3 - 4)
(27,07,400) (18,65,476)
(5) Exceptional Items - -
(6) Profit before extraordinary items and tax (5 - 6) (27,07,400) (18,65,476)
(7) Extraordinary Items - -
(8) Profit before tax (7 - 8) (27,07,400) (18,65,476)
(9) Tax expense:
(1) Current tax 26,000 -
(10) Profit from operations (9 - 10) (27,33,400) (18,65,476)
(11) Earning per equity share:
(1) Basic (0.14) (0.09)
(2) Diluted (0.14) (0.09)
Significant accounting Policies and Notes on Accounts. 1 & 2
As per our report of even date
For S. MANDAL & CO. For and on behalf of the Board of Directors
(Chartered Accontants)
Firm Registration No. 314188E
___________________ _________________
S.L. MANDAL Champa Lal Pareek Tarak Nath Dey
Partner Managing Director Director
Membership No. FCA - 051834 00030815 00343396
Dated: May 24, 2016
37
VISISTH CHAY VYAPAR LIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED AS ON 31ST MARCH '2016
Particulars For the year ended 31st March, 2016
For the year ended 31st March, 2015
Rs. Rs. Rs. Rs.
A. Cash flow from operating activities
Net Profit / (Loss) before extraordinary items and tax
(27,07,400) (18,65,476)
Adjustments for:
Provision against Standard Assets 1,66,544 -
Operating profit / (loss) before working capital changes
(25,40,856) (18,65,476)
Changes in working capital:
Adjustments for (increase) / decrease in operating assets:
Inventories -
Short term loans & Advances (12,53,951) (7,38,440)
Trade Receivables (96,000) -
Adjustments for increase / (decrease) in operating liabilities:
Trade payables 6,99,094 (2,75,781)
Other current liabilities 74,89,150 17,24,199
Provisions 26,000 68,64,293 - 7,09,978
Net Cash from Operating activities 43,23,437 (11,55,498)
Income Tax 26,000 -
Taxation for earlier years - 26,000 - -
Net Cash from/(used in) operating activities activities
42,97,437 (11,55,498)
B. Cash Flow from Investment activities
Purchase of Investment 99,44,180 3,50,000
Net Cash (used in) Investing activities 99,44,180 3,50,000
C.Net Cash from financing activities
(Increase)/decrease in Long Term Loans & Advances
(1,87,24,414) (5,12,81,250)
Long Term Borrowings 46,10,773 5,16,50,000
Net Cash (used in) financing activities (1,41,13,641) 3,68,750
Net increase / (decrease) in Cash and cash equivalents (A+B+C)
1,27,976 (4,36,748)
Cash and cash equivalents at the beginning of the year
97,611 5,34,359
Cash and cash equivalents at the end of the year
2,25,588 97,611
As per our report of even date
For S. MANDAL & CO. For and on behalf of the Board of Directors
(Chartered Accontants)
Firm Registration No. 314188E
S.L. MANDAL Champa Lal Pareek Tarak Nath Dey
Partner Managing Director Director
Membership No. FCA - 051834 00030815 00343396
Dated: May 24, 2016
38
VISISTH CHAY VYAPAR LIMITED
NOTES ON ACCOUNTS AND SIGNIFICANT ACCOUNTING POLICIES FORMING PART OF THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2016
1. SIGNIFICANT ACCOUNTING POLICIES
1.1 Basis of preparation of financial statements
a) The Accounts have been prepared under the historical cost convention on an Accrual basis and in accordance with the
Accounting Standards notified under the relevant provisions of the Companies act, 2013 and are consistent with generally
accepted accounting principles and conform to the statutory provisions and practices prevailing in the industry. Al the
figures have been rounded off to nearest rupees.
b) The company generally follows mercantile system of accounting and recognises significant items of income and
expenditure on accrual basis.
1.2 Inventories
Stock-in-trade are valued as follows:-
a) Unquoted shares : At cost b) Quoted shares : At cost or market value whichever is lower
1.3 Investments
Investments are valued at cost. All the investments are considered to be of long term by the management and
decline in market value, if any, is of temporary nature. Bonus/ demerged shares are valued at nil cost.
1.4 RBI Prudential Norms
The Company has complied with the RBI Prudential Norms relating to Income Recognition, Accounting Standard
and Asset classification and provisioning for bad and doubtful debts as applicable to it.
1.5 Estimates
The preparation of financial statements requires use of estimates and assumptions to be made that affect the
reported amounts of assets, liabilities and disclosure of contingent liabilities on the date of financial statements and
the reported amounts of revenue and expenses during the period. Difference between actual amount and estimates
are recognised in the period in which the results are known / materialized.
1.6 Taxes On Income
Provision for current tax is made on the basis of estimated taxable income for the current accounting year in
accordance with the Income Tax Act, 1961
2. NOTES ON ACCOUNTS
2.1 There is no contingent liability at the end of the accounting year.
2.2 The Company has not accepted any Public Deposit during the year in pursuance of a resolution passed by the
Board of Directors of the Company
2.3 The Provision Against Non Performing Assets have been made as per prudential norms of RBI.
39
2.4 In terms of Notification No. DNBS.222/ CGM(US)-2011 and DNBS.223/ CGM(US)-2011 both dated January 17,
2011 issued by the Department of Non-Banking Supervision, the Company has made a provision on Standard
Assets at 0.25% of the amount outstanding as at the end of the financial year.
2.5 Related party transactions
I. Key Managerial Personnel
a) Details of related parties:
Description of relationship Names of Related Parties
Key managerial personnel Mr. Hemant Jain
b) Details of related party transactions during the year ended 31 March, 2015 and balances outstanding as at 31
March '15:
Particulars During the year ended
31st March, 2016
During the year ended
31st March, 2015
Directors Remuneration - -
Balances outstanding at the end of the year
Particulars As at
31st March, 2016
As at
31st March, 2015
Remuneration Payable NIL NIL
40
VISISTH CHAY VYAPAR LIMITED
Notes forming part of the financial statements as at 31st March, 2016
Note : 2.5 Share Capital (Figures in Rs.)
Sl. No.
Particulars As at 31st March, 2016 As at 31st March, 2015
1 Authorized Capital
20000000 Equity Shares of Rs. 10/- each. 20,00,00,000 20,00,00,000
20,00,00,000 20,00,00,000
2 Issued, Subscribed & Paid Up Capital
19999000 Equity Shares of Rs. 10/- each. 19,99,90,000 19,99,90,000
Total 19,99,90,000 19,99,90,000
Reconciliation of the number of shares outstanding
Sl. No.
Particulars As at31st March, 2016 As at31st March, 2015
1 Number of shares at the beginning 1,99,99,000 1,99,99,000
Add: Shares issued during the year - -
Number of shares at the closing 1,99,99,000 1,99,99,000
Details of shares held by each shareholder holding more than 5% shares
Sl. No.
Particulars As at31st March, 2016 As at31st March, 2015
Total No. Of shares
Holding (%)
Total No. Of shares
Holding (%)
1 Hotahoti Wood Products Ltd 28,89,500 14.45 28,89,500 14.45
2 North Eastern Publishing & Advertising Co. Ltd. 27,50,000 13.75 30,18,000 15.09
3 Sangrahalaya Timber & Crafts Limited 10,00,500 5.00 18,51,500 9.26
Total 66,40,000 33.20 77,59,000 38.80
Note : 2.6 Reserves & Surplus (Figures in Rs.)
Sl. No.
Particulars As at31st March, 2016 As at31st March, 2015
1 Reserve u/s 45-1C of the RBI Act, 1934
As per last Balance Sheet 2,17,993 2,17,993
Add: Transferred from Profit & Loss Account - -
2,17,993 2,17,993
2 Surplus / (Deficit) in Statement of Profit and Loss
Profit / (Loss) brought forward from previous year 1,37,61,844 1,56,27,320
Add: Profit / Loss for the year (27,33,400) (18,65,476)
1,10,28,444 1,37,61,844
Less: Appropriations
Transferred to Reserve u/s 45-1C of the RBI Act, 1934 - -
1,10,28,444 1,37,61,844
Total 1,12,46,437 1,39,79,837
41
Note:2.7 Long Term Borrowing (Figures in Rs.)
Sl. No.
Particulars As at31st March, 2016 As at31st March, 2015
1 Unsecured
Other Loans & Advances 6,63,11,855 6,17,01,082
Total 6,63,11,855 6,17,01,082
Rate of Interest and maturity profile of Long Term Borrowings
Sr. No
Rate of Interest Year 2017-2018
1 9% 5,93,51,855
2 12% 69,60,000
Note:2.8 Long Term Provisions (Figures in Rs.)
Sl. No.
Particulars As at31st March, 2016 As at31st March, 2015
1 Contingent Provisions Against Standard Assets 4,02,741 2,36,197
Total 4,02,741 2,36,197
Note : 2.10 Other Current Liabilities (Figures in Rs.)
Sl. No.
Particulars As at31st March, 2016 As at31st March, 2015
1 Interest Accrued & Due on Borrowing 65,97,905 14,53,413
2 Temporary Overdraft withdrawn 6,903
3 Other Liabilities* 26,15,708 2,77,953
Total 92,20,516 17,31,366
* Includes TDS Payable
Note : 2.11 Short Term Provisions (Figures in Rs.)
Sl. No.
Particulars As at31st March, 2016 As at31st March, 2015
1 Provisions
Income Tax 1,24,10,332 1,23,84,332
Total 1,24,10,332 1,23,84,332
42
VISISTH CHAY VYAPAR LIMITED
Notes forming part of the financial statements as at 31st March, 2016
Note : 2.12 Non-Current Investments (Figures in Rs.)
Sl. No
Particulars As at 31st March, 2016
As at 31st March, 2015
In Quoted Equity Instruments (fully paid up)
Face Value
No. of Shares
Amount No. of Shares
Amount
Maurya Trading Co Ltd 10 35,875 71,750 35,875 71,750
Total (a) 35,875 71,750 35,875 71,750
Sangrahalya Timber & Crafts Ltd 10 7,00,000 14,00,000 7,00,000 14,00,000
North Eastern Publishing & Advertising Co Ltd.
10 17,75,000 35,50,000 17,75,000 35,50,000
Kamini Finance & Investment Co Ltd 10 4,14,100 8,28,200 4,14,100 8,28,200
Purbanchal Prestressed Ltd 10 7,00,000 14,00,000 18,00,000 36,00,000
Chemo Traders Pvt.Ltd 10 2,45,000 2,69,50,000 3,25,000 3,57,50,000
Citystar Infrastructures Ltd 10 14,10,000 1,55,10,000 14,10,000 1,55,10,000
Ocean Freight Enterprises Pvt.Ltd 10 2,48,900 2,73,79,000 2,65,250 2,91,77,500
Aries Commercial Ltd 10 1,830 18,300 1,830 18,300
Maa Karni Finance (P) Ltd 10 20,800 2,08,000 2,800 28,000
Jonnete Properties (P) Ltd 10 84,500 8,45,000 84,500 8,45,000
Rukmini Properties (P) Ltd 10 840 62,28,358 840 62,28,358
Intouch Trading Pvt Ltd 10 40,627 24,37,620 40,627 24,37,620
N K Concrete Creation Pvt Ltd 10 65,286 6,52,860 65,286 6,52,860
Uniom Manufacturing & Trading Co. Pvt Ltd.
10 200 2,000 - -
Aquaries Commercial Private Limited 10 22,500 2,92,500 - -
Vaitarni Commercial Private Limited 10 22,500 3,15,000 - -
Sagittarius Commercial Private Limited 10 17,500 2,45,000 - -
Citystar Towers Private Limited 10 900 9,000 - -
Deccan Traders Private Limited 10 2,46,000 18,86,820 - -
Loreto Trading & Finance Company Private Limited
10 14,500 1,45,000 - -
Uttam Machinery & Supply Company Pvt Ltd
10 1,900 19,000 - -
Fastener Commotrade Private Limited 10 1,800 18,000 5,000 50,000
Jasper Tracom Private Limited 10 1,800 18,000 5,000 50,000
Fastener Tracom Private Limited 10 1,800 18,000 5,000 50,000
Original Barter Private Limited 10 1,800 18,000 5,000 50,000
Fastener Vanijya Private Limited 10 1,800 18,000 5,000 50,000
Jasper Vinimay Private Limited 10 1,800 18,000 5,000 50,000
Fastener Vintrade Private Limited 10 1,800 18,000 5,000 50,000
Jasper Vanijya Private Limited 10 1,800 18,000 5,000 50,000
43
Stephen Commosales Private Limited 10 1,800 18,000 5,000 50,000
Original Dealtrade Private Limited 10 1,800 18,000 5,000 50,000
Primary Tie Up Private Limited 10 1,800 18,000 5,000 50,000
Stephen Commotrade Private Limited 10 1,800 18,000 5,000 50,000
Rocky Dealcomm Private Limited 10 1,800 18,000 5,000 50,000
Jasper Tradelink Private Limited 10 1,800 18,000 5,000 50,000
Sonata Barter Private Limited 10 1,800 18,000 5,000 50,000
Stephen Suppliers Private Limited 10 1,800 18,000 5,000 50,000
Original Dealsales Private Limited 10 1,800 18,000 5,000 50,000
Stephen Vinimay Private lImited 10 1,800 18,000 5,000 50,000
Original Tracom Private Limited 10 1,800 18,000 5,000 50,000
Stephen Tie Up Private Limited 10 1,800 18,000 5,000 50,000
Olay Vanijya Private Limited 10 1,800 18,000 5,000 50,000
Bluebell Commosales Private Limited 10 - - - -
Escort Dealmark Private Limited 10 1,800 18,000 5,000 50,000
Lifelong Vanijya Private Limited 10 1,800 18,000 5,000 50,000
bal c/f 60,74,283 9,07,35,658 70,00,233 10,11,75,838
Note : 2.12 Non-Current Investments contd.. (Figures in Rs.)
Sl. No
Particulars As at31st March, 2016 As at31st March, 2015
Face Value
No. of Shares
Amount No. of Shares
Amount
bal b/f 60,74,283 9,07,35,658 70,00,233 10,11,75,838
Olay Agents Private Limited 10 1,800 18,000 5,000 50,000
Bluebell Commotrade Private Limited 10 1,800 18,000 5,000 50,000
Starmark Commodeal Private Limited 10 - - - -
Sukhjit Commosales Private Limited 10 1,800 18,000 5,000 50,000
Pluto Barter Private Limited 10 - - - -
Bluebell Tie Up Private Limited 10 1,800 18,000 5,000 50,000
Escort Dealtrade Private Limited 10 - - - -
Escort Tie Up Private Limited 10 1,800 18,000 5,000 50,000
Olay Dealcom Private Limited 10 - - - -
Escort Tracom Private Limited 10 1,800 18,000 5,000 50,000
Starmark Vanijya Private Limited 10 1,800 18,000 5,000 50,000
Escort Vinimay Private Limited 10 1,800 18,000 5,000 50,000
Lifelong Tie Up Private Limited 10 - - - -
Olay Vintrade Private Limited 10 1,800 18,000 5,000 50,000
Lifelong Vincom Private Limited 10 1,800 18,000 5,000 50,000
Crossroad Vincom Private Limited 10 1,800 18,000 5,000 50,000
Fastener Commosales Private Limited 10 1,800 18,000 5,000 50,000
Jasper Commotrade Private Limited 10 1,800 18,000 5,000 50,000
Original Agencies Private Limited 10 1,800 18,000 5,000 50,000
44
Primary Dealtrade Private Limited 10 1,800 18,000 5,000 50,000
Lifelong Vinimay Private Limited 10 1,800 18,000 5,000 50,000
Starmark Commosales Private Limited 10 1,800 18,000 5,000 50,000
Vista Barter Pvt Ltd 10 1,600 16,000 - -
Glaze Tie Up Pvt Ltd 10 1,600 16,000 - -
Glaze Tracom Pvt Ltd 10 1,600 16,000 - -
Neptune Vintrade Pvt Ltd 10 1,600 16,000 - -
Rangoli Commotrade Pvt Ltd 10 1,600 16,000 - -
Transways Traders Pvt Ltd 10 1,600 16,000 - -
Transways Vanijya Pvt Ltd 10 1,600 16,000 - -
Limelight Commosales Pvt Ltd 10 1,600 16,000 - -
Jiwanjyoti Tie Up Pvt Ltd 10 1,600 16,000 - -
Superior Barter Pvt Ltd 10 1,600 16,000 - -
Superior Dealtrade Pvt Ltd 10 1,600 16,000 - -
Superior Vincom Pvt Ltd 10 1,600 16,000 - -
Theme Barter Pvt Ltd 10 1,600 16,000 - -
Wizard Vanijya Pvt Ltd 10 1,600 16,000 - -
Pushkar Dealtrade Pvt Ltd 10 1,600 16,000 - -
Dhanvarsha Tie Up Pvt Ltd 10 1,600 16,000 - -
Dayanidhi Vintrade Pvt Ltd 10 1,600 16,000 - -
Sukhjit Barter Pvt Ltd 10 1,600 16,000 - -
Crossway Commotrade Pvt Ltd 10 1,600 16,000 - -
Comfort Commodeal Pvt Ltd 10 1,600 16,000 - -
Fort Tradelinks Pvt Ltd 10 1,600 16,000 - -
Impression Vanijya Pvt Ltd 10 1,600 16,000 - -
Indraloke Tracom Pvt Ltd 10 1,600 16,000 - -
Purple Vintrade Pvt Ltd 10 1,600 16,000 - -
Bonanzo Tradecom Pvt Ltd 10 1,600 16,000 - -
Booster Vanijya Pvt Ltd 10 1,600 16,000 - -
Evernew Tradecom Pvt Ltd 10 1,600 16,000 - -
Glitter Commodeal Pvt Ltd 10 1,600 16,000 - -
Happy Tradecom Pvt Ltd 10 1,600 16,000 - -
Majority Suppliers Pvt Ltd 10 1,600 16,000 - -
Seaside Dealcom Pvt Ltd 10 1,600 16,000 - -
Suryakanchan Sales Pvt Ltd 10 1,600 16,000 - -
Wizard Vinimay Pvt Ltd 10 1,600 16,000 - -
Falcon Vintrade Pvt Ltd 10 1,600 16,000 - -
Glaze Vanijya Pvt Ltd 10 1,600 16,000 - -
Golden Valley Dealers Pvt Ltd 10 1,600 16,000 - -
Marina Dealtrade Pvt Ltd 10 1,600 16,000 - -
Regal Dealtrade Pvt Ltd 10 1,600 16,000 - -
Rover Commodeal Pvt Ltd 10 1,600 16,000 - -
Sonata Tradelink Pvt Ltd 10 1,600 16,000 - -
Sunbright Barter Pvt Ltd 10 1,600 16,000 - -
45
Baviscon Tradelink Pvt Ltd 10 1,600 16,000 - -
Dreamland Vincom Pvt Ltd 10 1,600 16,000 - -
Sukhsagar Tradelink Pvt Ltd 10 1,600 16,000 - -
Reward Vintrade Pvt Ltd 10 1,600 16,000 - -
Samarpan Distributors Pvt Ltd 10 1,600 16,000 - -
Superior Commotrade Pvt Ltd 10 1,600 16,000 - -
Theme Tie Up Pvt Ltd 10 1,600 16,000 - -
Wise Barter Pvt Ltd 10 1,600 16,000 - -
Glaze Commodeal Pvt Ltd 10 1,600 16,000 - -
Liberal Dealtrade Pvt Ltd 10 1,600 16,000 - -
Seaview Dealtrade Pvt Ltd 10 1,600 16,000 - -
Nandlal Barter Pvt Ltd 10 1,600 16,000 - -
Popstar Tradelink Pvt Ltd 10 1,600 16,000 - -
Rasraj Tracom Pvt Ltd 10 1,600 16,000 - -
Rasraj Vincom Pvt Ltd 10 1,600 16,000 - -
Risewell Merchants Pvt Ltd 10 1,600 16,000 - -
Acyumen Tracom Pvt Ltd 10 1,600 16,000 - -
Carnation Tie Up Pvt Ltd 10 1,600 16,000 - -
Jograj Vinimay Pvt Ltd 10 1,600 16,000 - -
Oliver Agency Pvt Ltd 10 1,600 16,000 - -
Raghav Barter Pvt Ltd 10 1,600 16,000 - -
Silverson Tie Up Pvt Ltd 10 1,600 16,000 - -
Seaside Tracom Pvt Ltd 10 1,600 16,000 - -
Sukhjit Vintrade Pvt Ltd 10 1,600 16,000 - -
Total (b) 61,08,083 9,20,81,658 70,85,233 10,20,25,838
Total(a+b) 61,43,958 9,21,53,408 71,21,108 10,20,97,588
(Figures in Rs.)
Sl. No
Particulars Book Value
Market Value
Book Value Market Value
Aggregate Value of Qouted Equity Shares 71,750 - 71,750 -
Aggregate Value of Unqouted Equity Shares
9,20,81,658 - 10,20,25,838 -
46
Note : 2.13 Long Term Loans and Advances (Figures in Rs.)
(Unsecured & Considered Good)
Sl. No Particulars As at31st March, 2016 As at31st March, 2015
(a) Loans and Advances 16,10,96,590 4,23,72,176
Total 16,10,96,590 14,23,72,176
Note : 2.14 Inventories (Figures in Rs.)
Sl. No
Particulars As at31st March, 2016 As at31st March, 2015
1 Stock - in - Trade 35,99,750 35,99,750
Total 35,99,750 35,99,750
Note : 2.15 Trade Receivables (Figures in Rs.)
Sl. No
Particulars As at31st March, 2016 As at31st March, 2015
1 Not exceeding 6 months 96,000 -
Total 96,000 -
Note : 2.16 Cash & Bank Balances (Figures in Rs.)
Sl. No
Particulars As at31st March, 2016 As at31st March, 2015
Cash & Cash Equivalents
1 Cash-in-Hand 1,95,064 35,855
2 Balance with Banks 30,524 61,756
Total 2,25,588 97,611
Note : 2.17 Short Terms Loans and Advances (Unsecured & Considered Good) (Figures in Rs.)
Sl. No Particulars As at31st March, 2016 As at31st March, 2015
(a) Tax Deducted at source 2,61,08,649 2,51,06,586
(b) Income Tax Paid 1,86,19,698 1,86,19,698
(c) Others* 2,59,796 7,908
Total 4,49,88,143 4,37,34,192
* Includes Interest Receivable and Service Tax Receivables.
47
VISISTH CHAY VYAPAR LIMITED
Notes forming part of the financial statements as at 31st March, 2016
Note : 2.18 Revenue from Operations (Figures in Rs.)
Sl. No.
Particulars For the year ended 31st March, 2016
For the year ended 31st March, 2015
1 Interest 1,01,55,611 90,03,299
2 Other Financial Services
Profit/ (Loss) on Sale of Shares 1,20,727 -
Profit/(Loss) on Future Trading (49,87,544) (67,69,537)
Total 52,88,794 22,33,762
Note : 2.19 Employee Benefit Expenses (Figures in Rs.)
Sl. No.
Particulars For the year ended 31st March, 2016
For the year ended 31st March, 2015
1 Salaries & Allowances 2,95,000 7,86,670
Total 2,95,000 7,86,670
Note : 2.20 Finance Cost (Figures in Rs.)
Sl. No.
Particulars For the year ended 31st March, 2016
For the year ended 31st March, 2015
1 Interest 57,48,884 16,14,903
Total 57,48,884 16,14,903
Note : 2.21 Other Expenses (Figures in Rs.)
Sl. No.
Particulars For the year ended 31st March, 2016
For the year ended 31st March, 2015
1 Legal Charges 17,44,000 14,45,000
2 Miscellaneous Expenditure 41,766 2,52,665
Total 17,85,766 16,97,665
Payments to the auditors comprises (Figures in Rs.)
Sl. No..
Particulars For the year ended 31st March, 2016
For the year ended 31st March, 2015
1 For Statutory Audit 8,000 7,900
2 For Tax Audit 3,500 3,400
Total 11,500 11,300
48
Note : 2.22 Provisions (Figures in Rs.)
Sl. No.
Particulars For the year ended 31st March, 2016
For the year ended 31st March, 2015
1 Provisions Against Standard Assets 1,66,544 -
Total 1,66,544 -
As per our report of even date
For S. MANDAL & CO. For and on behalf of the Board of Directors
(Chartered Accountants)
Firm Registration No. 314188E
S.L. MANDAL Champa Lal Pareek Tarak Nath Dey
Partner Managing Director Director
Membership No. FCA - 051834 00030815 00343396
Dated: May 24, 2016
49
OUTSTANDING LITIGATIONS
Except as stated herein, there are no outstanding or pending litigation, suits, civil prosecution, criminal proceedings or tax liabilities against our Company, our Directors, our Promoters and Group Companies and there are no defaults, non-payment of statutory dues, over dues to banks and financial institutions, defaults against bank and financial institutions and there are no outstanding debentures, bonds, fixed deposits or preference shares issued by our Company; no default in creation of full security as per the terms of the issue, no proceedings initiated for economic or other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (I) of Part I of Schedule XIII of the Companies Act, 1956), and no disciplinary action has been taken by SEBI or any stock exchanges against our Promoters, our Directors or Group Companies.
I. CASES FILED BY OUR COMPANY
Civil Cases
There are no civil proceedings filed by our Company. Criminal Cases
There are no criminal proceedings filed by our Company.
II. Outstanding litigations of involving the Promoters/ Promoter Companies/ directors of Promoter Companies and Group Companies:
(A) All pending litigations in which the Promoters/ Promoter Companies/ directors of Promoter Companies are involved NIL
(B) All pending litigations in which the Group Companies/ directors of Group Companies are involved. NIL
(C) List of all defaults to the financial institutions or banks by Promoters/ Promoter Companies/ directors of Promoter Companies. NIL
(D) List of all defaults to the financial institutions or banks by Group Companies/ directors of Group Companies. NIL
(E) List of all non-payment of statutory dues by Promoters/ Promoter Companies/ directors of Promoter Companies. NIL
(F) List of all non-payment of statutory dues by Group Companies/ directors of Group Companies. NIL
(G) List of all dues towards instrument holders such as debt instrument holders, fixed deposits and arrears on cumulative preference shares by Promoters/ Promoter Companies/ directors of Promoter Companies. NIL
(H) List of all dues towards instrument holders such as debt instrument holders, fixed deposits and arrears on cumulative preference shares by Group Companies/ directors of Group Companies. NIL
50
(I) List of proceedings initiated for economic offences or civil offences (including the past cases, if found guilty) by Promoters/ Promoter Companies/ directors of Promoter Companies. NIL
(J) List of proceedings initiated for economic offences or civil offences (including the past cases, if found guilty) by Group Companies/ directors of Group Companies. NIL
(K) List of all disciplinary action taken by SEBI or recognised stock exchanges against the Promoters/ Promoter Companies/ directors of Promoter Companies. NIL
(L) List of all disciplinary action taken by SEBI or recognised stock exchanges against the Group Companies/
directors of Group Companies. NIL
(M) List of cases of pending litigations, defaults, etc. in respect of group companies with which the
Promoters/ Promoter Companies/ directors of Promoter Companies, were associated in the past but are no longer associated, in case their name(s) continue to be associated with the particular litigation(s). NIL
(N) List of past and present litigations/ defaults/ over dues or labour problems/ closure etc., faced by the Group Companies. NIL
(O) All the litigations against the Promoters/ Promoter Companies/ directors of Promoter Companies
involving violation of statutory regulations. NIL
(P) All the litigations against the Group Companies/ directors of Group Companies involving violation of
statutory regulations. NIL
(Q) All the litigations against the Promoters/ Promoter Companies/ directors of Promoter Companies alleging criminal offence. NIL
(R) All the litigations against the Group Companies/ directors of Group Companies alleging criminal offence.
NIL (S) List of adverse findings, if any, in respect of the persons/entities connected with our Company/
Promoters/ Promoter Companies/ directors of Promoter Companies/ Group Companies/ directors of Group Companies as regards compliance with the securities laws. NIL
51
OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Direct Listing
The Board of Directors has approved the Listing pursuant to resolution passed at their meeting held on 13th
August, 2016.
Prohibition by SEBI or Other Governmental Authorities
Our Company, our Promoter, natural persons in control of the Promoter, Directors, Promoter Group, have not
been prohibited from accessing or operating in capital markets or restrained from buying, selling or dealing in
securities under any order or direction passed by SEBI or any other regulatory or governmental authority.
There has been no regulatory action taken or penalty imposed by any regulator against our Company.
The companies, with which our Promoter, Directors or persons in control of our Company are associated as
promoter, directors or persons in control have not been prohibited from accessing in capital markets under any
order or direction passed by SEBI or any other regulatory or governmental authority.
There has been no action taken by SEBI against any entity belonging to the Promoter Group or forming part of
Group Companies.
There has been no action initiated by SEBI/RBI or any other regulator (both domestic and overseas) against our
Promoter or the promoters of our Promoter or any entitles forming part of Group Companies.
No action has been taken by SEBI against our Directors or any entity our Directors are involved with as promoters
or directors.
None of the entities that our Directors are associated with, which are engaged in securities market related business
and are registered with SEBI.
Prohibition by RBI
Neither our Company nor our Promoter, relatives of our Promoter, Directors, have been identified as wilful
defaulters by the RBI or any other governmental authority. There are no violations of securities laws committed by
them in the past or are pending against them.
Declaration under the Companies Act
We are in compliance with the provisions of the Companies Act, and nothing in this Information Memorandum is
contrary to the provisions of the Companies Act, SCRA, SEBI Act, and the rules and regulations made there under.
52
Listing
The Equity Shares of the Company are listed on Delhi Stock Exchange Limited (DSE), Now the Equity Shares of
the Company shall be admitted for listing on Metropolitan Stock Exchange Limited (MSEI) subject to fulfilment
of listing criteria of Secondary listing of MSEI and also subject to such other terms and conditions as may be
prescribed by MSEI at the time of the application by the Company seeking listing.
Consents
The written consents of Promoters, Directors, Auditors, Registrar of the Company and Bankers to the Company
to act in their respective capacities have been obtained and such consents have not been withdrawn up to the
time of delivery of this Information Memorandum with the Stock Exchange.
To the best of our knowledge, there are no other consents required for making the listing of the Company on
MSEI. However, should the need arise, necessary consents shall be obtained by us.
De-mat Credit
The Company has appointed Niche Technologies Private Limited as its Register and Share Transfer Agent.
General Disclaimer from the Company
The Company accepts no responsibility for statement made otherwise than in the Information Memorandum or
any other material issued by or at the instance of the Company and anyone placing reliance on any other source
of information would be doing so at his or her own risk. All information shall be made available by the Company
to the public and investors at large and no selective or additional information would be available for a section of
the investors in any manner.
53
PURPOSE OF LISTING
The entire Equity Share Capital of the Company is currently listed in Delhi Stock Exchange Limited (DSE),
getting the Company listed at MSEI will provide the members of the Company, investors and/or traders, the
facility to trade in the shares of the company, better liquidity of funds, help in mobilizing savings for economic
development as well as protect the investors interest by ensuring full disclosures. Further considering the
followings benefits of listing, the Management has got motivated to get the securities of the Company listed on
MSEI:-
Fund Raising and exit route to investors:
Listing provides an opportunity to the Corporate / entrepreneurs to raise capital to fund new projects/undertake
expansions/diversifications and for acquisitions. Listing also provides an exit route to private equity investors as
well as liquidity to the ESOP-holding employees.
Ready Marketability of Security:
Listing brings in liquidity and ready marketability of securities on a continuous basis adding prestige and
importance to listed companies.
Ability to raise further capital:
An initial listing increases a company's ability to raise further capital through various routes like preferential
issue, rights issue, Qualified Institutional Placements and ADRs/GDRs/FCCBs, and in the process attract a wide
and varied body of institutional and professional investors.
Supervision and Control of Trading in Securities:
The transactions in listed securities are required to be carried uniformly as per the rules and byelaws of the
exchange. All transactions in securities are monitored by the regulatory mechanisms of the stock exchange,
preventing unfair trade practices. It improves the confidence of small investors and protects them.
Fair Price for the Securities:
The prices are publicly arrived at on the basis of demand and supply; the stock exchange quotations are generally reflective of the real value of the security. Thus listing helps generate an independent valuation of the company by the market. Timely Disclosure of Corporate Information:
The listing agreement signed with the exchange provides for timely disclosure of information relating to dividend, bonus and right issues, book closure, facilities for transfer, company related information etc by the company. Thus providing more transparency and building investor confidence.
Collateral Value of Securities:
Listed securities are acceptable to lenders as collateral for credit facilities. A listed company can also borrow from financial institutions easily as it is rated favorably by lenders of capital; the company can also raise additional funds from the public through the new issue market with a greater degree of assurance.
Benefits to the Public:
The data daily culled out by the stock exchange in the form of price quotations and others; provide valuable information to the public which can be used for project and research studies. The stock exchange prices can be an index of the state of the economy. Financial institutions, NRIs, individual investor’s etc. can take wise decisions before making investments.
54
OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The copies of the following contracts which have been entered or are to be entered into by our Company (not being contracts entered into in the ordinary course of business carried on by our Company or contracts entered into more than two years before the date of this Information Memorandum) which are or may be deemed material have been attached to the copy of the Information Memorandum delivered to the MSEI for registration. Copies of the above mentioned contracts and also the documents for inspection referred to hereunder, may be inspected at the Registered Office between 10:00 a.m. and 04:00 p.m. on all Working Days. 1. Certificate of Incorporation of the Company 2. Certificate of Commencement of business 3. Memorandum and Articles of Association of the Company as amended from time to time 4. Agreement between our Company and the Registrar to the Company. 5. Copy of Board Resolution for approval of Listing Regulation dated 13th August 2016. Any of the contracts or documents mentioned in this Information Memorandum may be amended or modified at any time if so required in the interest of our Company or if required by the other parties, without reference to the shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes.
55
DECLARATION
We, the Directors, hereby certify and declare that, all relevant provisions of the Companies Act, 2013 and Companies Act, 1956 (to the extent applicable) and the guidelines issued by the Government of India or the regulations / guidelines issued by Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in the Information Memorandum is contrary to the provisions of the Companies Act, 2013, applicable sections of Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or rules made there under or regulations / guidelines issued, as the case may be. We further certify that all the disclosures and statements made in the Information Memorandum are true and correct.
For Visisth Chay Vyapar Limited
Champa Lal Pareek Managing Director & Compliance Officer DIN: 00030815
Date-30.09.2016 Place- Kolkata