information memorandum - · pdf fileinformation memorandum ... +91-11-26221811/26418182....
TRANSCRIPT
INFORMATION MEMORANDUM
Page 1
SHIVALIK RASAYAN LIMITED
INFORMATION MEMORANDUM
(In accordance with BSE Direct Listing Norms)
Registered Office: Village Kolhupani, P.O. Chandanwari, Dehradun – 248 007
Corporate Office: 1506, Chiranjiv Tower, 43, Nehru Place, New Delhi – 110 019
Contact No. : +91-11-26221811/26418182
INFORMATION MEMORANDUM
Page 2
SHIVALIK RASAYAN LIMITED
INFORMATION MEMORANDUM
SHIVALIK RASAYAN LIMITED
[Originally Incorporated as a Public Limited Company in the name & style of
Shivalik Rasayan Limited with the Registrar of Companies Madhya Pradesh vide
Certificate of Incorporation dated 16th March, 1975. Subsequently the place of
registered office was changed from Madhya Pradesh to Uttar Pradesh. A fresh
certificate of registration was obtained from Registrar of Companies, Uttar Pradesh,
Kanpur on 22nd July, 1980. The Corporate Identification Number of the Company is
L24237UR1979PLC005041].
Registered Office and works : Village Kolhupani, P.O. Chandanwari,
Dehradun – 248 007
Corporate Office : 1506, Chiranjiv Tower,
43, Nehru Place,
New Delhi – 110 019
Phone No. : +91-11-26221811/26418182
Website : www.shivalikrasayan.in
E-Mail : [email protected], [email protected]
Compliance Officer Ms. Isha Agarwal
Registrar & Share Transfer Agent : M/s. Beetal Financial & Computer
Services Pvt. Ltd
BEETAL House, 3rd Floor,99, Madangir,
Behind Local Shopping Complex, New
Delhi - 110062
NO EQUITY SHARES ARE PROPOSED TO BE ISSUED OR OFFERED
PURSUANT TO THIS INFORMATION MEMORANDUM
INFORMATION MEMORANDUM
Page 3
SHIVALIK RASAYAN LIMITED
INFORMATION MEMORANDUM FOR PROPOSED LISTING AT BSE
LIMITED:
ABSOLUTE RESPONSIBILITY OF SHIVALIK RASAYAN LIMITED
Shivalik Rasayan Limited having made all the reasonable inquiries, accepts
responsibility for, and confirms that this Information Memorandum contains all
information with regard to Shivalik Rasayan Limited which is material, that the
information contained in the Information Memorandum is true and correct in all
material aspects and is not misleading in any material aspect, that the opinions and
intentions expressed herein are honestly held and that there are no other facts, the
omission of which makes this Information Memorandum as a whole or any of such
information or the expression of any such opinions or intentions misleading in any
material aspect.
LISTING
The Equity shares of Shivalik Rasayan Limited which are listed on Delhi Stock
Exchange are proposed to be listed on BSE Limited.
INFORMATION MEMORANDUM
Page 4
SHIVALIK RASAYAN LIMITED
TABLE ON CONTENTS
S. No Title Page No.
I. Definitions and Abbreviations 5
II. Risk Factors
1. Certain Conventions – Use of Market Data 8 - 9
2. Forward – Looking Statements 9 - 10
3. Risk Factors 11 - 17
III. Introduction
1. Industry Overview 18 - 25
2. Business Overview 26 - 26
3. Management Discussion and Analysis 26 - 28
4. General Information 28 - 31
5. Capital Structure
6. Share Capital History of the Company
31 - 31
31 – 32
7. Summary of Financial Information 32 - 38
8. Board & Committee Structure 39 - 46
9. Shareholding Structure 46 - 67
10. Statement Showing the Details of Dividends and
Cash bonuses paid during the last 10 years.
67 – 67
11. Details of commission, brokerage, discount or
option for the issue of any kind of security granted
too any person
67 - 67
IV. About Shivalik Rasayan Limited
1. History 68 - 71
2. Management 72 – 74
3. Promoters 75 - 75
4. Key Management Personnel 75 - 75
V. Outstanding Litigations 76 - 76
VI. Material Contracts and Agreements 76 – 76
VII. Details of group/Subsidiary Companies 76 - 76
VIII Main Provisions of the Articles of Association 76 – 128
IX. Declaration 128 - 128
INFORMATION MEMORANDUM
Page 5
SHIVALIK RASAYAN LIMITED
I. DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise indicates, the following terms have the meaning given
below. References to Statutes, rules, regulations, guidelines and policies will be
deemed to include all amendments and modifications notified thereto.
Term Description
―The Company‖
or ―Company‖ or
―SRL‖
Shivalik Rasayan Limited, a Company incorporated under the
provisions of the Companies Act, 1956 having its registered
office at Village Kolhupani, P.O. Chandanwari, Dehradun – 248
007.
Conventional / General Terms / Abbreviations
Term Description
Act or Companies
Act
The Companies Act, 2013 (including any statutory
modification thereof) and the Companies Act, 1956
Article or AOA. Articles of Association of SRL
AGM Annual General Meeting
Auditors The Statutory Auditors of SRL being.
Board of Directors
/ Board
The Board of Directors of SRL
BSE BSE Limited
CDSL Central Depository Services (India) Limited
Depository A Depository registered with SEBI under the Securities and
Exchange Board of India (Depositories and Participants)
Regulations, 1996, as amended
Depository
Participant / DP
A Depository Participant as defined under the Depositories
Act
DIN Director Identification Number
Director(s) Director(s) of SRL, unless otherwise specified
INFORMATION MEMORANDUM
Page 6
SHIVALIK RASAYAN LIMITED
DSE Delhi Stock Exchange Limited
EGM / EoGM Extraordinary General Meeting of the Shareholders of the
Company
EPS Earnings Per Share i.e. profit after tax per share
Equity Shares Equity Shares of the Company of face value of Rs. 10/-
each, unless otherwise specified in the context thereof
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999, together with
rules and regulations there under
Financial Year /
Fiscal Year / FY
12 months period ending on March 31 of a particular year
HUF Hindu Undivided Family
IM Information Memorandum
IT Information Technology
I.T. Act The Income Tax Act, 1961
MD Managing Director
MOA Memorandum of Association of SRL
N.A. / N/A Not Applicable
NAV Net Asset Value
NCR National Capital Region
NCT National Capital Territory
NSDL National Securities Depository Limited
p.a. Per annum
PAN Permanent Account Number allotted under the Income
Tax Act, 1961 of India
RBI Reserve Bank of India
RoC Registrar of Companies, Uttar Pradesh & Uttarakhand
Rs. / Rupees / Indian Rupees
INFORMATION MEMORANDUM
Page 7
SHIVALIK RASAYAN LIMITED
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India constituted under
the Securities and Exchange Board of India Act, 1992
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI Insider
Trading
Regulations
Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 1992
SEBI (SAST)
Regulations / SEBI
Takeover Code
Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeover) Regulations, 2011
USD / $ U.S. Dollar
WTD Whole-time Director(s)
INFORMATION MEMORANDUM
Page 8
SHIVALIK RASAYAN LIMITED
II. RISK FACTORS
1. USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY
OF PRESENTATION
Financial Data
Unless indicated otherwise, the financial data in this Information Memorandum is
derived from our financial statements prepared in accordance with the Generally
Accepted Accounting Principles in India (―Indian GAAP‖) and the Companies Act,
1956, as amended (―Companies Act‖) included elsewhere in this Information
Memorandum. The financial year commences on April 1 and ends on March 31, so
all references to a particular financial year are to the twelve-month period ended
March 31 of that year. In this Information Memorandum, any discrepancies in any
table between the total and the sums of the amounts listed are due to rounding off.
Industry and Market Data
Unless stated otherwise, industry data and the market data used throughout this
Information Memorandum have been obtained from industry publications, websites
and other authenticated published data. Industry publications generally state that
the information contained in those publications has been obtained from sources
believed to be reliable but that their accuracy and completeness are not guaranteed
and their reliability cannot be assured. Although, the Company believes that
industry data used in this Information Memorandum is reliable, it has not been
independently verified. Similarly, internal company reports, while believed by us to
be reliable, have not been verified by any independent sources.
The extent to which the market and industry data used in this Information
Memorandum is meaningful depends on the readers familiarity with the
understanding of the methodologies used in compiling such data. There are no
INFORMATION MEMORANDUM
Page 9
SHIVALIK RASAYAN LIMITED
standard valuation methodologies or accounting policies in the said industry in
India and methodologies and assumptions may vary widely among different
industry sources.
Currency Information
All references to ―Rupees‖ or ―Rs.‖ or ―INR‖ or ―`‖ are to Indian Rupees, the official
currency of the Republic of India. All references to ―$‖, ―US$‖, ―USD‖, ―U.S.$‖, ―U.S.
Dollar(s)‖ or ―US Dollar(s)‖ are to United States Dollars, the official currency of the
United States of America.
2. FORWARD LOOKING STATEMENTS
This Information Memorandum contains certain words or phrases, including, ―will‖,
―aim‖, ―will likely result‖, ―believe‖, ―expect‖, ―will continue‖, ―anticipate‖,
―estimate‖, ―intend‖, ―plan‖, ―contemplate‖, ―seek to‖, ―future‖, ―would‖,
―objective‖, ―goal‖, ―project‖, ―should‖, ―will pursue‖ and similar expressions or
variations of such expressions, that are forward-looking statements. All forward-
looking statements are subject to risks, uncertainties and assumptions that could
cause actual results to differ materially from those contemplated by the relevant
forward-looking statement.
Important factors that could cause actual results to differ materially from the
Company‘s expectations include, among others:
Changes in law and regulations that apply to the industries in India, wherein the
Company is operating;
Increasing competition and the conditions of the customers of the Company;
Changes in Government Policies;
INFORMATION MEMORANDUM
Page 10
SHIVALIK RASAYAN LIMITED
The Company‘s ability to successfully implement its strategy, growth and
expansion plans;
General economic and business conditions in the markets in which the Company
operates and in the local, regional and national economies;
Changes in the value of the Rupee vis-à-vis other currencies;
Changes in political and socio-economic conditions in India;
The Company‘s ability to meet its capital expenditure requirements;
Fluctuations in operating costs;
Company‘s ability to attract and retain qualified personnel;
Changes in technology;
The performance of the financial markets in India and globally; and
Any adverse outcome in the legal proceedings in which the Company is
involved.
INFORMATION MEMORANDUM
Page 11
SHIVALIK RASAYAN LIMITED
3. RISK FACTORS
A. INTERNAL RISK FACTORS
1. Our failure to obtain and renew regulatory approvals required for our
business may be detrimental for our business.
Pesticides industry is highly regulated industry in India. Most of our licences
and approvals for manufacturing pesticides products are valid for certain
period and requires regular renewals. These renewals are required in
ordinary course of business and are subject to our compliances with various
conditions stipulated in those approval/Licences. In case we are unable to get
our licences and approval renewed in time our production may be hampered,
which can affect our results of operations and financials.
2. Our sales are to a large extent dependent on the overall area under
cultivation and the cropping pattern adopted by the farming community in
India
Our Company derives majority of sales from major pesticides consuming
crop like Paddy, Cotton, and Wheat etc. Any significant reduction in the area
under cultivation in these crops may significantly reduce the demand for our
products. Also the demand of our products is dependent on the cropping
pattern which may vary year on year for these major crops. Any significant
changes in the cultivable area and the cropping pattern in India of these crops
may impact our sales and profitability.
3. Our inability to meet the quality norms prescribed by the Government.
Quality of Pesticides products manufactured in India is open to independent
verification by Government agencies. Government agencies carry out surprise
INFORMATION MEMORANDUM
Page 12
SHIVALIK RASAYAN LIMITED
sample checking of our product for their contents. In case, the content in the
sample does not comply with the quality norms prescribed by the
Government, it could lead to issuance of show cause notices. Any failure on
quality control by our Company could lead to suspension of sales of those
batches and /or product in that particular state or our products being banned
for sales. In past our Company has not faced any suspension/ ban on sale of
any product. However the same cannot be guaranteed for future. Any such
events are likely to impact our business.
4. Our ability to introduce new products is dependent on getting the approval
for manufacturing and/ or selling under Insecticides Act.
As per Section 9 of the Insecticides Act, any person desiring to import or
manufacture any insecticides may apply to registration committee (Central
Insecticides Board and Registration Committee) for registration of such
insecticides and there shall be separate registration for each insecticide. Our
ability to introduce new products either developed in house or imported from
elsewhere is subject to getting these registrations. Over a long period of time
pests develop immunity to the pesticides used. Hence inability to launch new
products to overcome such immunity will affect our business.
5. Risk in relation of indiscriminate uses of pesticides manufactured by us.
All our products are packed with instructions about the optimum dosage and
usage method. However any wrong usage of our pesticide by any farmer
could damage his crop, which could raise questions on our product quality
and tarnish our brand Image.
INFORMATION MEMORANDUM
Page 13
SHIVALIK RASAYAN LIMITED
6. Risk in relation to usage of hazardous chemical and poisonous substances
in our production.
We are exposed to risk of usage of hazardous chemicals and poisonous
substances in production. Any mishandling of hazardous chemical and
poisonous substances could lead to fatal accidents, which may affect our
business operations. In order to prevent such mishandling our Company has
established various measures including training of workers, no entry to
production area without safety devices, prominent display of safety measures
and precaution measures in production area etc. Effluent water treatment
plant has been installed and recycled water is used in gardens inside the
factory.
7. If we fail to comply with environmental laws and regulations or face
environmental Litigation, our results of operation may be adversely affected.
Environmental laws and regulations in India are becoming stringent and it is
possible that they will become significantly more stringent in the future. If, as
a result of non-compliance with any environmental regulations, any heavy
penalty is imposed on us or any of our units or the operations of such units
are shut down, we will continue to incur costs in complying with these
regulations, appealing against any decision to close our facilities, maintaining
production at our existing facilities and continuing to pay labour and other
costs which continue, even if the facility is closed. As a result, our overall
operating expenses will increase and our profits will decrease.
INFORMATION MEMORANDUM
Page 14
SHIVALIK RASAYAN LIMITED
8. We face competition from other established companies and future entrants
into the industry.
We operate in the domestic market where we face competition from
Multinational companies and Indian domestic players. Growing competition
may force us to reduce the prices of our products, which may reduce
revenues and margins and/or decrease market share, either of which could
impact our results of operations.
9. The insurance policies obtained by us may not be adequate to protect us
against all potential losses, which we may be subject to in future.
Our Company has covered itself against majority of the risks. Our significant
insurance policies consist of coverage for risks relating to physical loss or
damage. In addition, we have obtained separate insurance coverage for
personnel related risks and motor vehicle risks. While we believe that the
insurance cover we maintain would reasonably be adequate to cover all
normal risks associated with the operation of our business, there can be no
assurance that any claim under the insurance policies maintained by us will
be honored fully, in part or on time.
10. Our future growth requires additional working capital, which may not be
available on terms acceptable to us, which may impact our profitability.
Our business is working capital intensive. We intend to pursue a strategy of
funding our major working capital requirements from banks and other
financial institutions. We may not be successful in obtaining these funds in a
timely manner, or on favorable terms or at all. We cannot assure you that our
future working capital requirements shall be funded at the current/lower
INFORMATION MEMORANDUM
Page 15
SHIVALIK RASAYAN LIMITED
cost. Our inability to get funds on acceptable term could impact our growth
and profitability.
11. Risks of retention of manpower.
Our sustained growth depends on our ability to attract and retain skilled
manpower as research and development is a key component of our business
model. Failure to attract and retain skilled manpower could adversely affect
our growth strategy. Any significant changes in the key managerial
personnel, may affect the performance of our Company.
B. EXTERNAL RISK
1. A slowdown in economic growth in India could cause business to suffer.
The performance and growth of the company and the industry are dependent
on the health of the Indian economy as well the secondary industries. The
economy could be adversely affected by various factors such as political or
regulatory action, including adverse changes in liberalization policies, social
disturbances, terrorist attacks and other acts of violence or war, natural
calamities, interest rates, commodity and energy prices and various other
factors.
Any slowdown in the Indian economy may adversely impact business and
financial performance and the price of Equity Shares.
2. Certain factors beyond the control of our Company like floods, droughts,
monsoons, etc. can adversely affect operations of our Company.
Natural calamities like floods and droughts directly affect the cropping
pattern in India, where agriculture is dependent on monsoon. To that extent
INFORMATION MEMORANDUM
Page 16
SHIVALIK RASAYAN LIMITED
our sales are dependent on the monsoon. Our sales and profitability may be
affected due to excessive rains or droughts, when the farmers do not
undertake cropping.
3. Any downgrading of India’s debt rating by an independent agency may
harm ability to raise debt financing.
Any adverse revisions to India‘s credit ratings for domestic and international
debt by international rating agencies may adversely affect ability to raise
additional financing and the interest rates and other commercial terms at
which such additional financing is available. This could have a material
adverse effect on capital expenditure plans, business and financial
performance.
4. Considering seasonality of our business, our sales may be low during
periods other than seasonal.
Seasonal cycles are typical in the pesticide industry. During monsoon season
demand for pesticides increases due to which profits during such period may
be higher than what they are during non-monsoon season.
5. Terrorist attacks involving India, can adversely affect our business
Terrorist attacks and other acts of violence or war, including those involving
India, or any other countries, may adversely affect Indian and worldwide
financial markets. These acts may also result in a loss of business confidence
and have other consequences that could adversely affect our business, results
of operations and financial condition.
INFORMATION MEMORANDUM
Page 17
SHIVALIK RASAYAN LIMITED
6. Any significant change in the Government’s economic liberalization and
deregulation policies could disrupt the business and adversely affect the
financial performance of our Company
Any significant change in the Government‘s policies or any political
instability in India could adversely affect the business and economic
conditions in India and could also adversely affect the business, future
financial performance and the price of our Company‘s Equity Shares.
INFORMATION MEMORANDUM
Page 18
SHIVALIK RASAYAN LIMITED
III. INTRODUCTION
1. INDUSTRY OVERVIEW:
Introduction
The Agrochemical Industry has a significant influence on the Indian economy, given
the need for ensuring food security for 1.21 billion population. In the backdrop of
water shortage, stagnant acreages of cultivable land and other factors, improvement
in yield and output of the farm produce is of paramount importance. In this context,
Agrochemicals plays a vital role in ensuring higher productivity of the farm produce
by controlling pests, weeds etc. The Agrochemical sector has been growing in India
by 8 to 10% annually and around 5 to 6 % globally. The growth is also driven by
increasing awareness about the affirmative impact of Agrochemicals on the agro-
produce, need for crop protections, deficiency of farm labor and other related /
ancillary factors.
Growing Demand for Food
India‘s pesticide market, long stifled by various government controls and poor
demand, is projected to more than double to $5 billion by 2017 on higher incomes
and better awareness among farmers. Demand for food in India has far exceeded
supply as a result of rising incomes and increasing population, while the supply is
restricted due to low yield growth. Population is expected to increase from 1.2 bn to
1.4 bn by 2025(E), the demand supply gap is expected to accentuate in future,
primarily due to continued increase in demand, and also there is a visible shift in the
commercial basket to include high-value agricultural commodities, where high
yields are an imperative rather than an option.
INFORMATION MEMORANDUM
Page 19
SHIVALIK RASAYAN LIMITED
Crop wise usage of Agrochemicals
In India, paddy accounts for the maximum share of pesticide consumption, around
28%, followed by cotton (20%).
Source: Tata Strategic Management Group – India Chem 2012 - "Emerging India: Sustainable Growth
of the Chemical Sector”
0
50
100
150
200
250
300
350
400
1433
6481
192
43
9376
30
102 95
156
355
110
180 182
In M
illio
n T
on
ne
s
Growing Demand for Food
2000
2030
Source: Indian Council of Agricultural Research – Vision 2030
INFORMATION MEMORANDUM
Page 20
SHIVALIK RASAYAN LIMITED
Key factors driving the Agrochemicals market in India
With 16% of the world population concentrated in India and only a landmass
of less than 2% necessitates achieving self-sufficiency in production of food
grains to meet the ever increasing demand for food grains, an important
driving factor for the agrochemicals market.
Non-use of pesticides results in a loss of USD 20 billion worth of crops every
year as per a Government survey. So both the Government and the companies
are keen to stop this irrational loss and are educating farmers on the proper
methodology and appropriate chemicals to be used in countering pest
problems. Increasing awareness amongst the farmers is likely to boost a
demand for agrochemicals.
Consumption of Pesticides
Rice/Paddy (28%)
Cotton (20%)
Pulses and Oilseeds (13%)
Wheat (9%)
Vegetables (9%)
Fruits (7%)
Chillies (4%)
Other (10%)
Source: Ministry of Agriculture, Government of India; Directorate of Economics &
Statistics
INFORMATION MEMORANDUM
Page 21
SHIVALIK RASAYAN LIMITED
With the export graph shooting up and limited farmland availability, India
has 190 million hectares of gross cultivated area and the scope of bringing
new areas under cultivation are severely limited. Available arable land per
capita is reducing globally and is expected to reduce further. The pressure is
therefore to increase the yield per hectare which can be achieved through
increased use of agrochemicals. 50% of the total industry size in 2009 was
attributed to Indian agrochemical exports.
Widespread and huge number of consumers necessitates a proper network to
ensure the availability of the desired product. Companies have adopted the
new policy of eliminating the distributors from the network and dealing
directly with the retailers thereby creating a cost effective distribution system.
Though retailers have to be educated in this process on product usage, the
companies are able to offer a competitive price to the farmers.
Key Challenges
1. High R&D costs: R&D to develop a new agrochemical molecule takes an
average of 9 years and ~ USD 180 Mn Indian companies typically have not
focused on developing newer molecules and will face challenges in building
these capabilities, while continuing to remain cost competitive. Source: Tata
INFORMATION MEMORANDUM
Page 22
SHIVALIK RASAYAN LIMITED
Strategic Management Group – India Chem 2012 - "Emerging India:
Sustainable Growth of the Chemical Sector”
2. Threat from Genetically Modified (GM) seeds: Genetically modified seeds
possess self-immunity towards natural adversaries which have the potential
to negatively impact the business of agrochemicals. Source: Tata Strategic
Management Group – India Chem 2012 - "Emerging India: Sustainable
Growth of the Chemical Sector”
3. Need for efficient distribution systems: Since, the number of end users is
large and widespread, effective distribution via retailers is essential to ensure
product availability. Lately, companies have been directly dealing with
retailers by cutting the distributor from the value chain thereby reducing
distribution costs, educating retailers on product usage and offering
competitive prices to farmers. Source: Tata Strategic Management Group –
India Chem 2012 - "Emerging India: Sustainable Growth of the Chemical
Sector”
4. Support for Integrated Pest Management (IPM) & rising demand for
organic farming: Promotion of IPM, zero budget farming and usage of bio-
pesticides by Indian Government and NGOs is gaining momentum. With
increasing demand for organic food, farmers in certain states like Karnataka
have reduced chemical usage and have adopted organic farming.
Agrochemical companies will have to tackle the rising environmental
awareness and address concerns on negative impact of pesticide usage.
Source: Tata Strategic Management Group – India Chem 2012 - "Emerging
India: Sustainable Growth of the Chemical Sector”
5. Counterfeit Products: The spurious pesticides market size in India is
estimated to be USD 233 Mn in 2009. This negatively impacts the revenues of
INFORMATION MEMORANDUM
Page 23
SHIVALIK RASAYAN LIMITED
the organized sector. Source: Tata Strategic Management Group – India Chem
2012 - "Emerging India: Sustainable Growth of the Chemical Sector”
6. Regulatory Hindrances: The functioning of regulators is a concern for the
industry and their investments. Most of the players believe that the current
approval process is slow, especially for newer molecules. The government
announced (in recent financial budget) that it plans to provide 150%
depreciation for farm extension will be allowed, however no progress is
observed for the same. The industry needs good plans and their expedited
implementation to grow strongly. Source: Tata Strategic Management Group
– India Chem 2012 - "Emerging India: Sustainable Growth of the Chemical
Sector”
Key Opportunities
1. Scope for increase in usage: With ~35-40% of the total farmland under crop
protection, there is a significant unserved market to tap into. By educating
farmers and conducting special training programmes regarding the need to
use agrochemicals, Indian companies can hope to increase pesticide
consumption. Source: Tata Strategic Management Group – India Chem 2012 -
"Emerging India: Sustainable Growth of the Chemical Sector”
2. Huge export potential: The excess production capacity is a perfect
opportunity to increase exports by utilizing India‘s low cost producer status.
Source: Tata Strategic Management Group – India Chem 2012 - "Emerging
India: Sustainable Growth of the Chemical Sector”
3. Development of newer molecules: There is an increasing focus of end
consumers on environment friendly pesticides and the need for further yield
enhancement. This translates into development of newer molecules whose
INFORMATION MEMORANDUM
Page 24
SHIVALIK RASAYAN LIMITED
volume of consumption may be limited but higher value is likely to increase
the market size. Source: Tata Strategic Management Group – India Chem 2012
- "Emerging India: Sustainable Growth of the Chemical Sector”.
Outlook
The domestic market has immense growth potential because of the low level of
consumption. With increasing focus on scaling up of productivity and preventing
crop losses to feed a billion-plus population with limited land resources, the reliance
on pesticide is only going to rise. According to an industry study, every one rupee
spent on pesticide for the groundnut crop saves crop losses worth Rs.26/-.
The low utilization of agrochemicals in our country is mainly due to irregular
demands during seasonal crops and dependence of farmers on the monsoon season.
As much as 60 to 70% of demand is in the Kharif (June to November) and
Companies have to stock inventories well before. The business is long on credit and
agrochemicals are the last thing farmers buy, well after seeds and fertilizers and off
take depend on a lot of things, including the weather going right.
Also 20-30% agriculture produce is lost every year due to pest, diseases, weeds,
rodents etc which in monetary terms is equitant to $20 bn every year, highest in the
world. On the contrary, pesticide usage in India is among the lowest. India‘s per
capita pesticide consumption of 580gm/ha is far below its major Asian peers —14
kg/ha in China and 10.8 kg/ha in Japan. Whereas India‘s chemical fertilizers
consumption (~144 kg/ha) is higher than global average (~122 kg/ha).
INFORMATION MEMORANDUM
Page 25
SHIVALIK RASAYAN LIMITED
However, the most comprehensive study on the agrochemical industry of India has
been provided by the apex industry body ASSOCHAM, ‗Indian Market For
Agrochemicals‘ which predicts, ―Growing at a CAGR of about 15%, the
agrochemicals sector in India is likely to cross Rs 25,000 crore mark by 2015. The
Indian agrochemicals market is currently (2012-13) poised at Rs 16,000 crore.‖
INFORMATION MEMORANDUM
Page 26
SHIVALIK RASAYAN LIMITED
2. BUSINESS OVERVIEW:
Shivalik Rasayan is a manufacturer of organo phosphorous based insecticides and
chemicals. The revenues of the company are increasing at a rate of 10 percent
annually and it enjoys wonderful credibility among its banker. At present company
is debt free company managing its affair from internal accrual.
SRL today produces international quality Malathion Technical and Dimethoate
Technical. The products of SRL are well established in Indian as well as foreign
markets.
The Company has a long established reputation as a reliable and accepted supplier
of quality products around the globe that endorses our commitment towards
quality.
3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Product:
SHIVALIK RASAYAN LIMITED is the largest producer of Dimethoate Technical
and second largest producer of Malathion Technical in India. Both the products are
old generic products and generally have limited demand.
Dimethoate Technical:
Sales of Dimethoate Technical have been increased from 1,144.480 MT in 2011-12 to
1,170.600 MT in 2012-13 and the turnover during the above stated period has gone
up from Rs. 27.62 Crores to Rs. 28.64 Crores. Malathion Technical:
During financial year 2012-13, the Company has not manufactured Malathion
Technical.
INFORMATION MEMORANDUM
Page 27
SHIVALIK RASAYAN LIMITED
Opportunities & Challenges:
The import from China remains major threat for Dimethoate Technical. The usage of
Dimethoate Technical is more or less same as compare to last year. The management
is considering diversifying the activities of the company in term to include more
agro chemicals into its fold. Some new registrations are also been applied to the
Central Insecticides Board.
Quality Control and Research & Development:
Quality is the mainstay of SRL‘s products. It has well equipped quality control,
wherein the quality of the products is monitored at every stage of the chemical
reaction.
The Company conforms to the international safety norms. Safety is one of the prime
concerns of the management. To ensure its implementation, the Company conducts
Safety Audit every year from reputed institution independently.
The Company focuses significantly on the quality of the raw materials and finished
products at its plant to ensure the desired quality of outputs. The company has a
quality control department, which consist of a Quality Control Laboratory, Research
and Development Laboratory, Instrumentation Laboratory and Classical Laboratory.
Discussions on Financial Performance:
The Sales of your company have increased by 9.64% and net profit increased by
26.97% during the year when compared to last year‘s performance.
(Amount in Rs. Lacs)
Highlights 2013-14 2012-13
Sales 3,546.45 3,234.63
Other Income 13.01 29.86
Profit for the year before Tax 178.98 135.43
Provision for taxation 58.93 40.62
INFORMATION MEMORANDUM
Page 28
SHIVALIK RASAYAN LIMITED
Deferred Tax Liabilities(Assets) (2.06) (1.88)
Net Profit For Appropriation 117.98 92.92
4. GENERAL INFORMATION
The Company was incorporated with name ―Shivalik Rasayan Limited‖ and the
Certificate of Incorporation was granted by the Registrar of Companies, Madhya
Pradesh and Gwalior on 16th March, 1979 vide registration No. 1498 of 1979.
Subsequently, the place of registered office was changed from Madhya Pradesh to
Uttar Pradesh. A fresh certificate of registration was obtained from Registrar of
Companies, Uttar Pradesh, Kanpur on 22nd July, 1980 vide registration No.
6992/5041. The Corporate Identification Number of the Company is
L24237UR1979PLC005041.
a) Eligibility Criterion
The Company is submitting its Information Memorandum, containing information
about itself, making disclosures in line with the disclosure requirement for public
issues, as applicable, to BSE for making the said Information Memorandum available
to public through their website viz. www.bseindia.com
b) Prohibition by SEBI
The Company, its directors, its promoters, other companies promoted by the
promoters and companies with which the company‘s directors are associated as
directors have not been prohibited from accessing the capital markets under any
order or direction passed by SEBI.
c) Caution
The Company accepts no responsibility for statements made otherwise than in the
Information Memorandum or any other material issued by or at the instance of the
INFORMATION MEMORANDUM
Page 29
SHIVALIK RASAYAN LIMITED
Company and anyone placing reliance on any other source of information would be
doing so at his or her own risk. All information shall be made available by the
company to the public and investors at large and no selective or additional
information would be available for a section of the investors in any manner.
d) Disclaimer Clause of BSE
As required, a copy of this Information Memorandum is being submitted to BSE.
The BSE does not in any manner:
Warrant, certify or endorse the correctness or completeness of any of the contents
of this Information Memorandum; or
Warrant that this Company‘s securities will be traded or will continue to be
traded on the BSE; or
Take any responsibility for the financial or other soundness of this Company, its
promoters, its management or any scheme or project of this Company;
And it should not for any reason be deemed or construed to mean that this
Information Memorandum has been cleared or approved by the BSE. Every person
who desires to acquire any securities of this company may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against
the BSE whatsoever by reason of any loss which may be suffered by such person
consequent to or in connection with such subscription / acquisition whether by
reason of anything stated or omitted to be stated herein or for any other reason
whatsoever.
e) Listing
Application has been made to BSE for permission to deal in and for an official
quotation of the Equity Shares of the Company.
INFORMATION MEMORANDUM
Page 30
SHIVALIK RASAYAN LIMITED
f) DEMAT Credit
The Company has executed Agreements with NSDL and CDSL for its securities in
DEMAT form as per the following details:
(i) Dematerialization of Shares
Tripartite agreements have been signed between the Company, the Registrar and
CDSL and NSDL. The ISIN No. allotted to the Company is INE788J01013.
(ii) Registrar & Share Transfer Agent
M/s. Beetal Financial & Computer Services Pvt. Ltd
BEETAL House, 3rd Floor, 99, Madangir,
Behind Local Shopping Complex,
New Delhi – 110062
g) Auditors
M/s Rai Qimat & Associates, Chartered Accountants, Delhi
h) Bankers to the Company
1. IDBI Bank Ltd.
2. Axis Bank Ltd.
3. Punjab National Bank
4. HSBC Ltd.
5. ICICI Bank Ltd.
INFORMATION MEMORANDUM
Page 31
SHIVALIK RASAYAN LIMITED
i) Compliance Officer
Ms. Isha Agarwal, Company Secretary cum Compliance Officer
(Investors can contact the Compliance Officer in case of any share transfer related
problem).
5. CAPITAL STRUCTURE
Particulars Amount (in Rs)
(A) Authorized Share Capital
35,00,000 Equity Shares of ` 10/- Each 35,000,000.00
(B) Issued, Subscribed and Paid-up Equity Capital
34,20,000 Equity Shares of ` 10/- Each 34,200,000.00
6. SHARE CAPITAL HISTORY OF THE COMPANY
Date of
Issue
Type of
Issue
Issue
Price
(In
Rs.)
No. of
Shares
Issued/
(Forfeited)
Cumulative
Capital
(No. of
Shares)
Type of
Shares
Whether
Listed, if
not Listed,
give
reasons
thereof
5/9/1980 Equity
shares
10 7,10,000 7,10,000 Equity Listed
with DSE
21/3/2009 Preferential 40 10,00,000 17,10,000 Equity Listed
INFORMATION MEMORANDUM
Page 32
SHIVALIK RASAYAN LIMITED
Equity
shares
with DSE
14/4/2009 Bonus
equity
shares*
NA 17,10,000 34,20,000 Equity Listed
with DSE
*Bonus issue was made in the promotion of 1:1
7. SUMMARY OF FINANCIAL INFORMATION
*Statement of Assets & Liabilities for the financial year ended 2013-14, 2012-13 &
2011-12.
(In Rs.)
PARTICULARS As On
31.03.2014
As On
31.03.2013
As On
31.03.2012
As On
31.03.2011
As On
31.03.2010
SOURCES OF FUNDS
I. Shareholder’s Funds
Share Capital 34,200,000 34,200,000 34,200,000 34,200,000 34,200,000
Reserves &
Surplus
60,137,734 48,339,806 39,047,362 30,312,231 24,227,361
Non- Current
Liabilities
Long-term
borrowings
- 201,620 402,608 -
Deferred tax
liabilities (Net)
2,118,325 1,912,045 1,723,572 1,185,416 427,870
Other Long term - - 8,612,123 -
INFORMATION MEMORANDUM
Page 33
SHIVALIK RASAYAN LIMITED
liabilities
Long-term
provisions
1,251,138 1,004,291 1,072,360 2,099,520
Current
Liabilities
Short-term
borrowings
- 201,620 18,178,687 179,413
Trade payables 70,473,240 60,151,024 33,958,247 27,306,724
Other current
liabilities
2,965,908 9,905,740 9,350,617 1,381,146 29,448,498
Short-term
provisions
9,453,992 5,956,539 5,167,961 3,678,839 5,816,611
TOTAL 180,600,337 161,671,064 151,512,549 100,745,987 94,120,340
II. ASSETS
Non-current
assets
Fixed Assets 63,681,052 66,028,167 64,955,102 20,870,032 15,418,445
Long-term loans
and advances
6,223,504 5,723,504 4,181,528 2,568,574
Other non-current
assets
8,789,609 8,465,179 90,000 0
Current assets
INFORMATION MEMORANDUM
Page 34
SHIVALIK RASAYAN LIMITED
Inventories 5,320,364 17,317,551 19,667,487 8,926,232 19,269,068
Trade receivables 90,679,741 59,779,104 55,336,741 54,013,700 26,719,033
Cash and cash
equivalents
2,236,008 2,308,729 5,417,178 11,626,788 18,645,910
Short-term loans
and advances
3,507,589 1,752,165 1,639,938 2,528,706 13,947,884
Other current
assets
162,470 296,665 224,574 211,955 120,000
TOTAL 180,600,337 161,671,064 151,512,549 100,745,987 94,120,340
*For the financial year ended 2013-14, 2012-13 and 2011-12, figures have been
computed in accordance with Revised Schedule VI.
*Statement of Profit & Loss Account for the financial year ended 2013-14, 2012-13
& 2011-12.
(In Rs.)
PARTICULARS As At
31.03.2014
As At
31.03.2013
As At
31.03.2012
INCOME
Revenue from operations 354,644,897 288,434,061 259,446,226
Other Income 1,301,046 2 ,986,294 2,315,818
Total 355,945,943 291,420,355 261,762,044
EXPENDITURE
Cost of materials consumed 246,905,135 189,937,238 179,887,827
INFORMATION MEMORANDUM
Page 35
SHIVALIK RASAYAN LIMITED
Changes in inventories of finished
goods
3,184,657 5 ,586,810 (7,597,293)
Employee benefits expense 22,861,153 2 0,790,036 18,170,080
Finance costs 2,654,211 3 ,113,928 3,163,948
Depreciation and amortization
expense
1,444,198 1 ,462,914 1,350,773
Other expenses 60,999,086 5 6,986,091 54,135,488
Total 338,048,440 277,877,017 249,110,823
Profit Before Tax 17,897,503 1 3,543,338 12,651,221
Provision for Current tax 5,893,295 4 ,062,424 3,378,023
Profit after Tax 12,004,208 9 ,480,914 9,273,198
Deferred Tax Assets/Liability (206,280) (188,473) (538,156)
Profit for the year 11,797,928 9,292,441 8,735,042
Earning per equity share:
(1)Basic 3.51 2.77 2.71
(2)Diluted 3.51 2.77 2.71
*For the financial year ended 2013-14, 2012-13 and 2011-12, figures have been
computed in accordance with Revised Schedule VI.
INFORMATION MEMORANDUM
Page 36
SHIVALIK RASAYAN LIMITED
Statement of Profit & Loss Account for the financial year ended 2011-12, 2010-11 &
2009-10.
(In Rs.)
PARTICULARS As At 31.03.2011 As At 31.03.2010 As At 31.03.2009
INCOME
Revenue from operations 250,372,475 199,098,968 180,680,010
Increase/ (Decrease) in
stock
(62,29,472) (395,754) (686,543)
Other Income 1,517,759 1,336,293 493,471
Total 24,56,60,762 200,039,507 180,486,938
EXPENSES
Raw Materials,
Consumables, Stores and
spare consumed
17,86,74,117 147,825,682 146,063,080
Manufacturing & other
Expenses
5,68,84,871 45,076,344 30,362,587
Financial Charges 133,849 145,127 913,421
Total 23,56,92,837 193,047,153 177,339,088
Profit Before depreciation 99,67,934 6,992,354 3,147,850
Depreciation 1,149,561 973,076 903,675
Profit before Tax 88,18,363 6,019,278 2,224,175
Provision for tax (19,75,857) (1,940,667) (584,979)
Profit for the year 68,42,506 4,078,611 1,659,196
Deferred tax
assets/(liability)
(7,57,546) 49,993 (127,818)
Balance Transferred to
General Reserves
60,84,960 4,128,604 1,531,378
Earning Per Shares Basic /
Diluted
2.00 1.19 0.97
INFORMATION MEMORANDUM
Page 37
SHIVALIK RASAYAN LIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 2009-10 to 2013-14
S.
No.
Particulars 2013-14 2012-13 2011-12 2010-11 2009-10
A. CASH FLOW FROM
OPERATING
ACTIVITIES
Net Profit before tax
as per P&L
17897503 13543338 12651221 8818363 6019278
Adjustments for:
Financial Charges 2654211 3113928 1617672 14354 38299
Depreciation 1444198 1462914 9273198 1149561 973076
Interest Received (1057089) (2752273) (2095090) (985253) (854543)
Operating Profit
before Working
Capital changes
20938823 15367907 21447001 7021168 4235443
Adjustments for:
Trade and other
receivables (net)
(31465046) (12662586) 73074590 (18551018) 648962
Inventories 11997187 2349936 (10741255) 10342836 (5224159)
Trade Payables and
other liabilities
(6879837) (27536478) (16110116) (798879) 1072435
Cash generated from
Operations
(5408874) (22481221) 67670220 (1985893) 732681
Financial charges (2654211) (3113928) (1617672) (14354) (38299)
Tax Paid (4900000) (4400000) (3000000) (1500000) 0
Net Cash Flow from
Operating Activities
(12963085) (29995149) 63052548 (3500247) 694382
INFORMATION MEMORANDUM
Page 38
SHIVALIK RASAYAN LIMITED
B. CASH FLOW FROM
INVESTING
ACTIVITIES
Addition to Fixed
Assets
(251915) (2535979) (45435843) (6601149) (890286)
Sale of Fixed Assets 0 0 0 0 0
Interest Received 1057089 2752273 2095090 985253 854543
Net Cash Flow from
Investing Activities
805174 216294 (43340753) (5615896) (35743)
C. CASH FLOW FROM
FINANCING
ACTIVITIES
Net proceeds of long
term borrowings
(453127) 8693339 (7922131) 0 0
Net proceeds of short
term borrowings
201620 17977067 (17999274) 0 0
Net Cash Flow from
Financing Activities
(251507) 26670406 (25921405) 0 0
NET INCREASE IN
CASH AND CASH
EQUIVALENTS
(12409418) (3108449) (6209610) (9116143) 658639
CASH AND CASH
EQUIVALENTS AT
THE START OF THE
YEAR
5417178 5417178 11626788 18645910 18046582
CASH AND CASH
EQUIVALENTS AT
THE CLOSE OF THE
YEAR
2236008 2308729 5417178 11626788 18645910
(3181170) (3108449) (6209610) (7019122) 599328
INFORMATION MEMORANDUM
Page 39
SHIVALIK RASAYAN LIMITED
8. BOARD AND COMMITTEE STRUCTURE
a) Composition of the Board
As on date, the Board of Directors comprised of Ten Directors out of which seven are
Non-Executive Directors, One Chairman, One Managing Director and one Executive
Director. Out of the Ten Directors Company has Six Independent Directors.
b) Directorship in other Companies:
Name of the
Director
Position Directorship in other Companies
Mr. Rahul Bishnoi Chairman (Executive) Growel Capital Services
Private Limited
Niam International Private
Limited
Bishnoi Exports Private
Limited
Edu Search India Private
Limited
Uth Time Integrated Media
Labs Private Limited
Mr. S.K. Singh Managing Director None
Mr. Ashwani
Sharma
Executive Director Growel Capital Services
Private Limited
Mr. Harish Pande Independent Director None
Mr. Anirudh
Bishnoi
Whole Time Director
(Non-Executive
Director)
None
Mr. Kailash Gupta Independent Director Amogh Finman Limited
Samrat Exim Private Limited
Victorious Real Estate Private
Limited
RTC Fab Private Limited
Ananta Corporate Advisors
Private Limited
INFORMATION MEMORANDUM
Page 40
SHIVALIK RASAYAN LIMITED
Note:
None of the Directors of Company is a member of more than 10 Committees nor was
the Chairman of more than five Committees across all companies in which they are
Directors.
Disclosures
i. The Company has not entered into any materially significant transaction with
the related parties viz. Promoters, Directors or the management or relatives
and their subsidiaries, etc. that may have a potential conflict with the interest
of the Company at large.
ii. The company has no litigations with SEBI & DSE for non-compliance of any
of regulations wide SEBI (SAST) Regulations, SEBI (Prohibition of Insider
Trading) Regulations, 1992 and Clause 40A of the Listing Agreement. The
Company is complying the provision of Clause 40A of the Listing Agreement.
No penalties were imposed or strictures passed on the company by stock
exchanges, SEBI or by any statutory authority related to Capital market.
Committees of the Board
a) Audit Committee
(i) Terms of Reference
Apart from all the matters provided in Clause 49 of the Listing Agreement
and Section 292A of the Companies Act, 1956, the Audit Committee reviews
Carnation Developers Private
Limited
Mr. Puneet
Chandra
Independent Director None
Mr. Rajiv Mehta Independent Director Niam International Private
Limited
Edu Search India Private
Limited
Mr. Arun Kumar Independent Director Super Systems India Private
Limited
Ms. Usha Pande Independent Director None
INFORMATION MEMORANDUM
Page 41
SHIVALIK RASAYAN LIMITED
report of the internal auditors, meets statutory auditors as and when required
and discusses their findings, suggestions, internal control system, scope of
audit, observations of auditors and other related matters. It also reviews
major accounting policies followed by the company.
(ii) Composition
As on date, the Committee consisted of three non-executive and independent
Directors, namely
Name of the Director Category
Mr. Harish Pande Chairman
Mr. Anirudh Bishnoi Member
Mr. Rajiv Mehta Member
BRIEF TERMS OF REFERENCE
The role of the audit committee shall include the following:
1. Oversight of the company‘s financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the
replacement or removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors.
4. Reviewing, with the management, the annual financial statements before submission
to the board for approval, with particular reference to:
a) Matters required to be included in the Director‘s Responsibility Statement to be
included in the Board‘s report in terms of clause (2AA) of section 217 of the
Companies Act, 1956.
b) Changes, if any, in accounting policies and practices and reasons for the same
INFORMATION MEMORANDUM
Page 42
SHIVALIK RASAYAN LIMITED
c) Major accounting entries involving estimates based on the exercise of judgment
by management
d) Significant adjustments made in the financial statements arising out of audit
findings
e) Compliance with listing and other legal requirements relating to financial
statements
f) Disclosure of any related party transactions
g) Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before
submission to the board for approval.
5A.Reviewing, with the management, the statement of uses / application of funds
raised through an issue (public issue, rights issue, preferential issue, etc.), the
statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making
appropriate recommendations to the Board to take up steps in this matter.
6. Reviewing, with the management, performance of statutory and internal auditors,
and adequacy of the internal control systems.
7. Reviewing the adequacy of internal audit function, if any, including the structure of
the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit.
8. Discussion with internal auditors any significant findings and follow up there on.
9. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board.
10. Discussion with statutory auditors before the audit commences, about the nature
and scope of audit as well as post-audit discussion to ascertain any area of concern.
INFORMATION MEMORANDUM
Page 43
SHIVALIK RASAYAN LIMITED
11. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors.
12. To review the functioning of the Whistle Blower mechanism, in case the same is
existing.
13. Carrying out any other function as is mentioned in the terms of reference of the
Audit Committee.
b) Investors’ Grievances Committee:
i. Terms of Reference
The Committee has been constituted to look into the redressal of shareholders
and investor complaints, non-receipt of Balance Sheet and any other matter
relating to shareholders/investors grievance.
ii. Composition
As on date, the committee comprises of three non-executive Directors, namely:
Name of the Director Category
Mr. Harish Pande Chairman
Mr. Anirudh Bishnoi Member
Mr. Rajiv Mehta Member
c) Share Transfer Committee
i. Terms of Reference
The Committee of the Board of Directors has been constituted to review and
approve the request for transfer/transmission of shares and issue of duplicate
INFORMATION MEMORANDUM
Page 44
SHIVALIK RASAYAN LIMITED
shares certificates. The Share Transfer Committee also reviews the status of
Shareholding pattern of the Company and significant changes, if any.
ii. Composition
As on date, the Committee consists of three non-executive Directors, namely:
Name of the Director Category
Mr. Harish Pande Chairman
Mr. Anirudh Bishnoi Member
Mr. Rajiv Mehta Member
Other Information:
a) Means of Communication
The quarterly, half-yearly and annual Audited Financial Results of the
Company are sent to the Stock Exchanges immediately after they are
approved by the Board. The results are published in accordance with the
guidelines of Stock Exchanges.
b) Investor Grievances
As mentioned earlier, the Company has constituted an Investors Grievance
Committee for redressing shareholders and investors‘ complaints. Mr. Harish
Pande, Director of the company is the Chairman cum Compliance Officer of
the Committee.
c) Share Transfers
All share transfers are handled by Company‘s Registrar and Share Transfer
Agent M/s Beetal Financial & Computer Services (P) Limited, Beetal House,
3rd Floor, Madangir, Behind Local Shopping Centre, New Delhi – 110 062.
INFORMATION MEMORANDUM
Page 45
SHIVALIK RASAYAN LIMITED
d) Listing at stock exchange and Stock date
Company‘s shares are listed with Delhi Stock Exchange and listing fee for the
financial year ended 31.03.2014 has been paid. Due to Nil trading on the Delhi
Stock Exchange, the high and low prices of the shares cannot be given.
e) ISIN
The Company‘s Demat International Security Identification Number (ISIN)
for its Equity Shares in NSDL & CDSL is INE788J01013.
f) Share Transfer System
In compliance with SEBI Guidelines, the Registration of Share transfers in
physical form as well as in electronic form have been assigned to M/s Beetal
Financial & Computer Services Pvt. Ltd. In order to ensure timely registration
of transfer and return of certificates, the Company monitors the Registrars
work closely on regular basis.
g) Plant Location & Registered Office
Village Kolhupani, P. O. Chandanwari, Via Prem Nagar, Dehradun
h) Address for Correspondence
Shivalik Rasayan Limited, 1506,
Chiranjiv Tower, 43, Nehru Place,
New Delhi – 110 019
Telephone: 011-26221811, 26418182, Fax: 011-26213081
Website: www.shivalikrasayan.in
E-mail – [email protected], [email protected]
INFORMATION MEMORANDUM
Page 46
SHIVALIK RASAYAN LIMITED
Investor’s Correspondence may be addressed to
The shareholders desiring to communicate with the Company on any matter relating
to their shares of the Company may either visit in person or write quoting their Folio
Number at the following address:
M/s Beetal Financial & Computer Services Pvt. Limited
Beetal House, 3rd Floor, 99, Madangir
Behind Local Shopping Complex,
New Delhi – 110062
Phones: 011 – 29961281, 29961282
Email id: [email protected]
9. SHAREHOLDING STRUCTURE
(a) Distribution of Shareholding & shareholding patterns
Distribution of Shareholding as on 31st March, 2015
No. of Shares
Range
No. of
Sharehold
ers
% of
Shareholders
Value of
Shares Held
% of
Shareholding
Upto 5,000 764 86.23 12,03,890.00 3.52
5001 to 10,000 33 3.72 2,86,060.00 0.84
10,001 to 20,000 30 3.39 4,48,920.00 1.31
20,001 to 30,000 6 0.68 1,53,600.00 0.45
30,001 to 40,000 7 0.79 2,34,800.00 0.69
40,001 to 50,000 4 0.45 1,85,000.00 0.54
50,001 to 1,00,000 6 0.68 5,03,500.00 1.47
INFORMATION MEMORANDUM
Page 47
SHIVALIK RASAYAN LIMITED
1,00,001 &Above 36 4.06 3,11,84,230.00 91.18
Total 886 100.00 3,42,00,000.00 100.00
SHAREHOLDING PATTERN AS ON 31ST March, 2015
INTRODUCTORY SUB-TABLE (I)(A) SCRIP CODE: SCRIP NAME: Shivalik Rasayan Limited SCRIP TYPE :- Equity
Partly paid-up shares:- No. of partly paid-up shares
As a % of total no. of partly paid-up shares
As a % of total no. of shares of the company
Held by promoter/promoter group -
- -
Held by public
-
-
-
Total - D -
- -
Outstanding convertible preference shares:-(#)
No. of outstanding preference shares
As a % of total no. of outstanding convertible preference shares
As a % of total no. of shares of the company, assuming full conversion of the convertible preference shares
Held by promoter/promoter group -
- -
Held by public - - -
Total - E - - - Warrants:- No. of warrants As a % of total
no. of warrants As a % of total no. of shares of the company, assuming full conversion of warrants
Held by promoter/promoter group
-
-
-
Held by public -
-
-
Total - F -
-
-
INFORMATION MEMORANDUM
Page 48
SHIVALIK RASAYAN LIMITED
Total paid-up capital of the company, assuming full conversion of warrants and convertible securities (Grand Total (A+B+C)+ D+E+F )
3,420,000
1 (A) Statement Showing Shareholding Pattern
Name of the Company : SHIVALIK RASAYAN LIMITED
As on: 31st March, 2015
Cate
gory
Code
Category of
Shareholder
Nu
mbe
r of
Shar
ehol
ders
Total
number
of shares
Number
of shares
held in
demateria
lized form
Total
shareholding as
a percentage of
total number of
shares
Shares
Pledged or
otherwise
encumbered
As a
percenta
ge
of(A+B)1
As a
perce
ntage
of
(A+B
+C)
Num
ber of
shares
As a
perc
enta
ge
(A) Shareholding of
Promoter and
Promoter Group2
1 Indian
(a) Individuals/
Hindu Undivided
Family
- - - - - - -
(b) Central
Government/
State
Government(s)
- - - - - - -
(c) Bodies Corporate 1 2,435,120 2,435,120 71.20 71.20 0 0.00
(d) Financial - - - - - - -
INFORMATION MEMORANDUM
Page 49
SHIVALIK RASAYAN LIMITED
Institutions/
Banks
(e) Any
Others(Specify)
- - - - - - -
Sub Total(A)(1) 1 2,435,120 2,435,120 71.20 71.20 0 0.00
2 Foreign
A Individuals (Non-
Residents
Individuals/
Foreign
Individuals)
- - - - - - -
B Bodies Corporate - - - - - - -
C Institutions - - - - - - -
D Any
Others(Specify)
- - - - - - -
Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00
Total
Shareholding of
Promoter and
Promoter Group
(A)= (A)(1)+(A)(2)
1 2,435,120 2,435,120 71.20 71.20 0 0.00
(B) Public
shareholding
1 Institutions
(a) Mutual Funds/
UTI
- - - - - - -
(b) Financial
Institutions /
2 129,780 129,780 3.79 3.79 0 0.00
INFORMATION MEMORANDUM
Page 50
SHIVALIK RASAYAN LIMITED
Banks
(c) Central
Government/
State
Government(s)
- - - - - - -
(d) Venture Capital
Funds
- - - - - - -
(e) Insurance
Companies
- - - - - - -
(f) Foreign
Institutional
Investors
- - - - - - -
(g) Foreign Venture
Capital Investors
- - - - - - -
(h) Any Other
(specify)
- - - - - - -
Sub-Total (B)(1) 2 129,780 129,780 3.79 3.79 0 0.00
2 Non-institutions
(a) Bodies Corporate 18 188,740 150 5.52 5.52 0 0.00
(b) Individuals
I Individuals -i.
Individual
shareholders
holding nominal
share capital up to
Rs 1 lakh
842 298,237 33081 8.72 8.72 0 0.00
II ii. Individual
shareholders
holding nominal
22 368,023 12,523 10.76 10.76 0 0.00
INFORMATION MEMORANDUM
Page 51
SHIVALIK RASAYAN LIMITED
(I)(b) Statement showing Shareholding of persons belonging to the category “Promoter and Promoter Group”
Sr. No.
Name of the shareholder
Details of shares held
Shares pledged or otherwise encumbered
Details of Warrants
Details of Convertible Securities held
Total shares (including underlying shares assuming full conversion of warrants and convertible
Number of shares
As a % of grand total (A)+(B)+(C)
Number of shares he
As a percentage
As a % of grand total (A)+(B)+(C) of sub claus
Number of Warrants
As a % of total numbers of warrant of same
Number of convertible securities held
As a % of total numbers of convertible of
share capital in
excess of Rs. 1
Lakh.
(c) Any Other (HUF) 1 100 100 0.00 0.00 0 0.00
Sub-Total (B)(2) 883 855,100 45854 25.00 25.00 0 0.00
(B) Total Public
Shareholding
(B)= (B)(1)+(B)(2)
885 984,880 175,634 28.80 28.80 0 0.00
TOTAL (A)+(B) 886 3,420,000 2,610,754 100.00 100.00 0 0.00
(C) Shares held by
Custodians and
against which
Depository
Receipts have
been issued
- - - - - - -
GRAND TOTAL
(A)+(B)+(C)
886 3,420,000 2,610,754 100.00 100.00 0 0.00
INFORMATION MEMORANDUM
Page 52
SHIVALIK RASAYAN LIMITED
ld e (I)(a)
class same class
securities) as a % of diluted share capital
(A)
1.
Growel Capital Services P Ltd.
2,435,120 71.20 0 0.00 0.00 0 0.00 0 0.00 71.20
TOTAL 2,435,120 71.20 0 0.00 0.00 0 0.00 0 0.00 71.20
(I)(c)(i)
Statement showing Shareholding of persons belonging to the category “Public” and holding more than 1% of the total number of shares
Sr. No. Name of the shareholder
Number of shares
Shares as a percentage of total number of shares {i.e.,Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above}
Details of Warrants
Details of convertible securities held
Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
Number of warrants
As a % of total no. of warrants of same class
Number of convertible securities held
As a % of total no. of securities of same class
1 Central Bank of India
112,570 3.29
0 0.00 0 0.00 3.29
TOTAL 112,570 3.29 0 0.00 0 0.00 3.29
INFORMATION MEMORANDUM
Page 53
SHIVALIK RASAYAN LIMITED
(I)(c)(i
i)
Statement showing Shareholding of persons belonging to the category “Public” and
holding more than 5% of the total number of shares
Sr.
No.
Name of
the
shareholder
Numbe
r of
shares
Shares as a
percentage of
total number
of shares {i.e.,
Grand Total
(A)+(B)+(C)
indicated in
Statement at
para (I)(a)
above}
Details of
Warrants
Details of
convertible
securities
held
Total
shares
(including
underlying
shares
assuming
full
conversion
of warrants
and
convertible
securities)
as a % of
diluted
share
capital
Numb
er of
warran
ts
As a
% of
total
no. of
warra
nts of
same
class
Numb
er of
conver
tible
securit
ies
held
As a
% of
total
no.
of
secur
ities
of
same
class
1 Not
Applicable
0 0.00
0 0.00 0 0.00 0.00
TOTAL 0 0.00 0 0.00 0 0.00 0.00
(I)(d) Statement showing details of locked-in shares
Sr. No. Name of the shareholder Number of locked-in
shares
Locked-in shares as a percentage
of total number of shares {i.e.
Grand Total (A)+(B)+(C)
indicated in Statement at para
(I)(a) above}
1. N.A. N.A. N.A.
INFORMATION MEMORANDUM
Page 54
SHIVALIK RASAYAN LIMITED
(II)(a) Statement showing details of Depository Receipts (DRs) -
Sr. No. Type of
outstanding DR
(ADRs, GDRs,
SDRs, etc.)
Number of
outstanding
DRs
Number of
shares
underlying
outstanding
DRs
Shares underlying outstanding
DRs as a percentage of total
number of shares {i.e., Grand Total
(A)+(B)+(C) indicated in Statement
at para (I)(a) above}
1 N.A. N.A. N.A. N.A.
(II)(b) Statement showing Holding of Depository Receipts (DRs), where underlying shares
are in excess of 1% of the total number of shares -
Sr. No. Name of the DR
Holder
Type of
outstanding
DR (ADRs,
GDRs, SDRs,
etc.)
Number of
shares
underlying
outstanding
DRs
Shares underlying outstanding
DRs as a percentage of total
number of shares {i.e., Grand
Total (A)+(B)+(C) indicated in
Statement at para (I)(a) above}
N.A. N.A. N.A. N.A.
INFORMATION MEMORANDUM
Page 55
SHIVALIK RASAYAN LIMITED
SHAREHOLDING PATTERN AS ON 31ST DECEMBER, 2014
INTRODUCTORY SUB-TABLE (I)(A)
SCRIP CODE: SCRIP NAME: SHIVALIK RASAYAN LIMITED
SCRIP TYPE :- EQUITY
Partly paid-up shares:- No. of partly paid-
up shares
As a % of total
no. of partly
paid-up shares
As a % of total no. of
shares of the company
Held by
promoter/promoter
group -
- -
Held by public
-
-
-
Total - D -
- -
Outstanding
convertible preference
shares:-(#)
No. of outstanding
preference shares
As a % of total
no. of
outstanding
convertible
preference
shares
As a % of total no. of
shares of the
company, assuming
full conversion of the
convertible preference
shares
Held by
promoter/promoter
group -
- -
Held by public -
- -
Total - E -
- -
Warrants:- No. of warrants As a % of total
no. of warrants
As a % of total no. of
shares of the
company, assuming
full conversion of
warrants
Held by
promoter/promoter
group
-
-
-
Held by public
-
-
-
INFORMATION MEMORANDUM
Page 56
SHIVALIK RASAYAN LIMITED
1 (A) Statement Showing Shareholding Pattern
Name of the Company : SHIVALIK RASAYAN LIMITED
As on: 31ST DECEMBER, 2014
Categor
y
Code
Category of
Shareholder
Num
ber
of
Shar
ehol
ders
Total
number
of shares
Number
of shares
held in
demateria
lized form
Total
shareholding as
a percentage of
total number of
shares
Shares
Pledged or
otherwise
encumbered
As a
percenta
ge
of(A+B)1
As a
perce
ntage
of
(A+B
+C)
Num
ber of
shares
As a
perc
enta
ge
(A) Shareholding
of Promoter
and Promoter
Group2
1 Indian
(a) Individuals/
Hindu
- - - - - - -
Total - F
-
-
-
Total paid-up capital
of the company,
assuming full
conversion of warrants
and convertible
securities (Grand Total
(A+B+C)+ D+E+F )
3,420,000
INFORMATION MEMORANDUM
Page 57
SHIVALIK RASAYAN LIMITED
Undivided
Family
(b) Central
Government/
State
Government(s)
- - - - - - -
(c) Bodies
Corporate
1 2,435,120 2,435,120 71.20 71.20 0 0.00
(d) Financial
Institutions/
Banks
- - - - - - -
(e) Any
Others(Specify
)
- - - - - - -
Sub
Total(A)(1)
1 2,435,120 2,435,120 71.20 71.20 0 0.00
2 Foreign
A Individuals
(Non-
Residents
Individuals/
Foreign
Individuals)
- - - - - - -
B Bodies
Corporate
- - - - - - -
C Institutions - - - - - - -
D Any
Others(Specify
- - - - - - -
INFORMATION MEMORANDUM
Page 58
SHIVALIK RASAYAN LIMITED
)
Sub
Total(A)(2)
0 0 0 0.00 0.00 0 0.00
Total
Shareholding
of Promoter
and Promoter
Group (A)=
(A)(1)+(A)(2)
1 2,435,120 2,435,120 71.20 71.20 0 0.00
(B) Public
shareholding
1 Institutions
(a) Mutual
Funds/ UTI
- - - - - - -
(b) Financial
Institutions /
Banks
2 129,780 129,780 3.79 3.79 0 0.00
(c) Central
Government/
State
Government(s)
- - - - - - -
(d) Venture
Capital Funds
- - - - - - -
(e) Insurance
Companies
- - - - - - -
(f) Foreign
Institutional
Investors
- - - - - - -
(g) Foreign - - - - - - -
INFORMATION MEMORANDUM
Page 59
SHIVALIK RASAYAN LIMITED
Venture
Capital
Investors
(h) Any Other
(specify)
- - - - - - -
Sub-Total
(B)(1)
2 129,780 129,780 3.79 3.79 0 0.00
2 Non-
institutions
(a) Bodies
Corporate
18 188,740 150 5.52 5.52 0 0.00
(b) Individuals
I Individuals -i.
Individual
shareholders
holding
nominal share
capital up to
Rs 1 lakh
840 298,237 29,681 8.72 8.72 0 0.00
II ii. Individual
shareholders
holding
nominal
share capital in
excess of Rs. 1
Lakh.
22 368,023 12,523 10.76 10.76 0 0.00
(c) Any Other
(HUF)
1 100 100 0.00 0.00 0 0.00
Sub-Total 881 855,100 42,454 25.00 25.00 0 0.00
INFORMATION MEMORANDUM
Page 60
SHIVALIK RASAYAN LIMITED
(B)(2)
(B) Total
Public
Shareholding
(B)=
(B)(1)+(B)(2)
883 984,880 172,234 28.80 28.80 0 0.00
TOTAL
(A)+(B)
884 3,420,000 2,607,354 100.00 100.00 0 0.00
(C) Shares held
by Custodians
and against
which
Depository
Receipts have
been issued
- - - - - - -
GRAND
TOTAL
(A)+(B)+(C)
884 3,420,000 2,607,354 100.00 100.00 0 0.00
(I)(b) Statement showing Shareholding of persons belonging to the category
“Promoter and Promoter Group”
Sr.
No.
Name of
the
sharehol
der
Details of shares
held
Shares pledged
or otherwise
encumbered
Details of
Warrants
Details
of
Converti
ble
Securitie
s held
Total
shares
(inclu
ding
underl
ying
INFORMATION MEMORANDUM
Page 61
SHIVALIK RASAYAN LIMITED
Number
of shares
As a %
of
grand
total
(A)+(B
)+(C)
Nu
mb
er
of
sha
res
hel
d
As a
perc
enta
ge
As a
% of
gran
d
total
(A)+
(B)+
(C)
of
sub
clau
se
(I)(a
)
Nu
mb
er
of
Wa
rra
nts
As a
% of
total
num
bers
of
war
rant
of
sam
e
class
N
u
m
be
r
of
co
nv
ert
ibl
e
sec
uri
tie
s
he
ld
As
a %
of
tota
l
nu
mb
ers
of
con
vert
ible
of
sam
e
clas
s
shares
assum
ing
full
conver
sion of
warra
nts
and
conver
tible
securit
ies) as
a % of
dilute
d
share
capital
(A)
2.
Growel
Capital
Services
P Ltd.
2,435,120 71.20 0 0.00 0.00 0 0.00 0 0.00 71.20
TOTAL 2,435,120 71.20 0 0.00 0.00 0 0.00 0 0.00 71.20
(I)(c)
(i)
Statement showing Shareholding of persons belonging to the category “Public”
and holding more than 1% of the total number of shares
Sr.
No.
Name of
the
Number
of
Shares as
a
Details of
Warrants
Details of
convertible
Total
shares
INFORMATION MEMORANDUM
Page 62
SHIVALIK RASAYAN LIMITED
sharehold
er
shares percentag
e of total
number
of shares
{i.e.,Gran
d Total
(A)+(B)+(
C)
indicated
in
Statemen
t at para
(I)(a)
above}
securities
held
(including
underlying
shares
assuming
full
conversion
of warrants
and
convertible
securities)
as a % of
diluted
share
capital
Numb
er of
warran
ts
As a
% of
total
no. of
warra
nts of
same
class
Numb
er of
conver
tible
securit
ies
held
As a
% of
total
no.
of
secur
ities
of
same
class
1 Central
Bank of
India
112,570 3.29
0 0.00 0 0.00 3.29
TOTAL 112,570 3.29 0 0.00 0 0.00 3.29
(I)(c)
(ii)
Statement showing Shareholding of persons belonging to the category “Public”
and holding more than 5% of the total number of shares
Sr.
No.
Name of
the
sharehold
er
Numb
er of
shares
Shares as a
percentage
of total
number of
shares {i.e.,
Grand
Total
Details of
Warrants
Details of
convertible
securities
held
Total
shares
(including
underlying
shares
assuming
full
Numb
er of
warran
As a
% of
total
Numb
er of
conver
As a
% of
total
INFORMATION MEMORANDUM
Page 63
SHIVALIK RASAYAN LIMITED
(A)+(B)+(C
) indicated
in
Statement
at para
(I)(a)
above}
ts no. of
warra
nts of
same
class
tible
securit
ies
held
no.
of
secur
ities
of
same
class
conversion
of warrants
and
convertible
securities)
as a % of
diluted
share
capital
1 Not
Applicable
0 0.00
0 0.00 0 0.00 0.00
TOTAL 0 0.00 0 0.00 0 0.00 0.00
(I)(d) Statement showing details of locked-in shares
Sr. No. Name of the shareholder Number
of
locked-
in
shares
Locked-in shares as a
percentage of total number
of shares {i.e. Grand Total
(A)+(B)+(C) indicated in
Statement at para (I)(a)
above}
1. N.A. N.A. N.A.
(II)(a) Statement showing details of Depository Receipts (DRs) -
Sr. No. Type of
outstanding
DR (ADRs,
GDRs, SDRs,
etc.)
Number of
outstanding
DRs
Number of
shares
underlying
outstanding
DRs
Shares underlying
outstanding DRs as a
percentage of total number
of shares {i.e., Grand Total
(A)+(B)+(C) indicated in
Statement at para (I)(a)
above}
1 N.A. N.A. N.A. N.A.
INFORMATION MEMORANDUM
Page 64
SHIVALIK RASAYAN LIMITED
(II)(b) Statement showing Holding of Depository Receipts (DRs), where
underlying shares are in excess of 1% of the total number of shares -
Sr. No. Name of the
DR Holder
Type of
outstanding
DR (ADRs,
GDRs, SDRs,
etc.)
Number of
shares
underlying
outstanding
DRs
Shares underlying
outstanding DRs as a
percentage of total
number of shares {i.e.,
Grand Total (A)+(B)+(C)
indicated in Statement at
para (I)(a) above}
N.A. N.A. N.A. N.A.
LIST OF TOP 10 SHAREHOLDERS AS ON 31ST MARCH, 2015
Sr. No. NAME OF THE HOLDER NUMBER OF
SHARES
1 GROWEL CAPITAL SERVICES PVT. LTD. 2435120
2 CENTRAL BANK OF INDIA 112570
3 SYNDICATE BANK 17210
4 MLC INDUSTRIES PVT. LTD. 17000
5 EXCEL RASAYAN PVT. LTD. 17000
6 HEMANI FINLEASE & HIRE PURCHASE PVT.
LTD.
17000
7 HEMANI FOREX PVT. LTD. 17000
8 SAHAS FINANCIAL SERVICES PVT. LTD. 17000
9 ACE AUTO PVT. LTD. 17000
10 CORRU FAB PVT. LTD. 17000
INFORMATION MEMORANDUM
Page 65
SHIVALIK RASAYAN LIMITED
10. Statement Showing the Details of Dividends and Cash bonuses paid during the
last 10 years. (NIL)
11. Details of any commission, brokerage, discount or option for the issue of any
kind of security granted to any person-
There is a possibility that the company might have paid brokerage or
commission at the time of Initial Public Offer. However, since the documents
relating to the IPO are more than 30 years old, it is not possible for the company
to provide the details.
INFORMATION MEMORANDUM
Page 66
SHIVALIK RASAYAN LIMITED
ABOUT SHIVALIK RASAYAN LIMITED
1. HISTORY
Shivalik Rasayan Limited was established in 1981 in the scenic valley of
Dehradun with a mission to produce effective and environmental friendly
chemicals for protection of plants.
In the year 1988, the Company was declared sick by BIFR, and in the year 2001,
the Rehabilitation Scheme was sanctioned by BIFR and OTS was entered into
with the Banks.
With the striving efforts of the Promoters of the Company, by the year 2002 the
Company was out of BIFR and as on date, proudly boasts a positive Networth of
Rs.8.25 Cr.
SRL’s Objet d'art
Shivalik Rasayan is the largest producer of international quality Malathion
Technical and Dimethoate Technical having a capacity of 1450 Metric Tons per
year. The products of Shivalik Rasayan are well established in Indian as well as
foreign markets.
Malathion is a non- systemic, wide spectrum organ phosphorus (OP) based
contact insecticide. It is used in the agriculture production of a wide variety of
foods/feed crops. Malathion can be applied using ground or aerial equipment,
thermal and non- thermal fogger, ground boom, air blast sprayer etc.
INFORMATION MEMORANDUM
Page 67
SHIVALIK RASAYAN LIMITED
Dimethoate Technical is used in preparation of formulations used in the control
of a broad range of insect‘s pests and mites. It is widely used against piercing
sucking insects, spider mites, chewing mining etc.
The Company has a long established reputation as a reliable and accepted
supplier of quality products around the globe that endorses our commitment
towards quality. Quality is the mainstay of Shivalik Rasayan‘s products. It has
well equipped quality control laboratory wherein the quality of the product is
monitored at every stage of chemical reactions involved in the process of
manufacture.
ORGANIZATIONAL STRUCTURE:
Board of Directors
Managing Director
Marketing Department
Finance Department
Procurement Department
Production Manager
Factory Manager
Manager
Manager
Manager
Finance Manager
Shift Incharge & All
Workers
Assistants
Accountants
Assistants
Manager
INFORMATION MEMORANDUM
Page 68
SHIVALIK RASAYAN LIMITED
Performance Analysis
The performance analysis of SRL during the last 5 Financial Years is outlined as
follows:
Main object of the Company
1. To manufacture and deal in all chemical products such as all types of heavy
chemicals, sulphuric acid and other acid, caustic soda. Soda ash Pesticides,
Insecticides, petroleum and its products and derivatives, coal, coal-tar
0
2,000,000
4,000,000
6,000,000
8,000,000
10,000,000
12,000,000
14,000,000
31.03.2010 31.03.2011 31.03.2012 31.03.2013 31.03.2014
Profit After Tax
Profit After Tax
0
0.5
1
1.5
2
2.5
3
3.5
4
31.03.2010 31.03.2011 31.03.2012 31.03.2013 31.03.2014
Earning Per Shares Basic / Diluted
Earning Per Shares Basic / Diluted
INFORMATION MEMORANDUM
Page 69
SHIVALIK RASAYAN LIMITED
products and their intermediates. Dyes, salts, drugs, medicines and
pharmaceuticals, paints pigments and varnishes, explosives and
ammunitions, all types of photographic chemicals, glycerine and allied
products, fats, waxes and their products and also all types of alcohol and
alcohol based chemicals including all inorganic and organic chemicals and
fertilizers.
2. To manufacture and deal in compressing of carbon-dioxide and all other
types of gases.
3. To carry on the business as dealers in. traders, stockist, agents, exporters and
importers of chemicals and manures and dye makers and to act and engage in
consultancy services in the field of chemical industry.
INFORMATION MEMORANDUM
Page 70
SHIVALIK RASAYAN LIMITED
2. MANAGEMENT
Name Designation Age, Nationality,
Occupation
Mr. Rahul Bishnoi Director 50 Years
Indian
Chartered Accountant
Mr. S. K. Singh Managing Director 69 Years
Indian
Service
Mr. Ashwani
Sharma
Director 54 Years
Indian
Service
Mr. Harish Pande Director 59 Years
Indian
Business
Mr Puneet
Chandra
Director 52 Years
Indian
Service
Mr Anirudh
Bishnoi
Director 52 Years
Indian
Business
Mr. Kailash Gupta Director 52 Years
Indian
Chartered Accountant
Mr. Rajiv Mehta Director 51 Years
Indian
Business
Mr. Arun Kumar Director 70
Indian
Chemical Engineer
Ms. Usha Pande Director 59
Indian
Business
INFORMATION MEMORANDUM
Page 71
SHIVALIK RASAYAN LIMITED
Brief Profile of the Directors
A. Mr. Rahul Bishnoi (Chairman)
Mr. Bishnoi is a fellow member of the Institute of Chartered Accountants of
India. He is an industrialist having enriched experience of almost 23 years.
B. Mr. S. K. Singh (Managing Director)
Mr. S.K. Singh is a science graduate. He is the overall in-charge of the
manufacturing activities of the company. He has been working with the
company for the past 29 years.
C. Mr. Ashwani Sharma (Director)
Mr. Ashwani Sharma is a graduate who is having enriched experience in holding
the administrative affairs of the Companies.
D. Mr. Harish Pande (Director)
Mr. Harish Pande is a graduate with enrich experience of 30 years in the
Marketing of Agro Chemical, Technical & formulations.
E. Mr. Puneet Chandra (Director)
Mr. Puneet Chandra is a BITS Pilani Graduate Chemical Engineer. He has a vast
experience in project designing and project management. He has worked with
premier organizations like Vam Organics Ltd., SRF Ltd.
F. Mr. Anirudh Bishnoi (Director)
Mr. Anirudh Bishnoi is a science graduate having 25 years of experience in the
field of trading and managing the manufacturing operations.
INFORMATION MEMORANDUM
Page 72
SHIVALIK RASAYAN LIMITED
G. Mr. Kailash Gupta
Mr. Kailash Gupta is a fellow member of the Institute of Chartered Accountants
of India. Mr. Gupta has specialization in the field of Taxation, Accounting and
development of accounting manual. He has vast knowledge of Concurrent,
Internal Audit and Internal Control.
H. Mr. Rajiv Mehta
Mr. Rajiv Mehta is an MBA, M. Phil, PhD and has 30 years experience in
education and real estate industry. Mr. Mehta is an Independent Director in
Shivalik Rasayan Limited since 25.01.2014. Mr. Mehta is Vice Chairman of NIAM
group which is engaged primarily in online education.
I. Mr. Arun Kumar
Mr. Arun Kumar is a Chemical Engineer by profession, having enrich experience
of almost 45 years in developing new horizons of varied industries viz., from
construction to production.
J. Ms. Usha Pande
Ms. Usha Pande is a Post Graduate in Economics, having rich experience of 30
years in the field of Administration & Marketing.
INFORMATION MEMORANDUM
Page 73
SHIVALIK RASAYAN LIMITED
3. PROMOTERS
Growel Capital services Pvt. Ltd. (Promoter)
Growel Capital Services Pvt. Ltd is holding company of SRL. It is basically an
investment company. It has invested in stocks, apart from holding share of SRL.
4. KEY MANAGEMENT PERSONNEL
A. Mr. Vinod Kumar (CFO)
Mr. Vinod Kumar is a Graduate from Delhi University and MBA (Finance)
from Madurai Kamaraj University, Madurai. Mr. Kumar has 20 years vast
experience in the field of administrative control, finance, accounts and
taxation matters. Mr. Kumar has been working with the company since
November 2001.
B. Mr. A. K. Sinha (Production Manager)
Mr. A. K. Sinha is a production Manager with an experience of almost 19
years. He is responsible for production activities at SRL plant.
C. Mr. S. P. Sharma (Plant Manager)
Mr. S. P. Sharma is a Plant manager and is a sole in-charge of plant at factory
site. He is having rich experience of more than 18 years in handling plant
activities.
D. Ms. Isha Agarwal (Company Secretary cum Compliance Officer)
Ms. Isha Agarwal is an Associate Member of ICSI. She is having rich
experience in Corporate and other allied laws.
INFORMATION MEMORANDUM
Page 74
SHIVALIK RASAYAN LIMITED
V. OUTSTANDING LITIGATIONS
There are no outstanding or pending litigation, suit, criminal or civil prosecution,
proceeding or tax liabilities against our Company that would have a material
adverse effect on our business and there are no defaults, non-payment or overdue
of statutory dues, institutional/ bank dues or dues payable to holders of
debentures, bonds and fixed deposits and arrears of preference shares
(irrespective of whether they are specified under Part I of Schedule XIII of the
Act), that would have a material adverse effect on our business.
VI. Material Contracts and Agreements
The Company has not entered into any material contracts or agreements
(including agreements for technical advice and collaboration).
VII. Details of group/Subsidiary Companies
As on date, the Company does not have any Group/ Subsidiary Companies.
VIII. MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
Particulars Article
No.
Detailed Provision
Table ―A‖ not to
apply but company
to be governed by
these Articles
1. The regulations contained in Table `A' in the first
Schedule to the Companies Act, 1956 shall apply
save and except to the extent they are modified or
substituted by regulations made by these Articles and
only in so far as the regulations of Table 'A' are
not, in any way, opposed or contrary to or
irreconcilable with the regulations made hereunder.
INFORMATION MEMORANDUM
Page 75
SHIVALIK RASAYAN LIMITED
Underwriting &
Brokerage
3. Commission may be paid
Subject to the provisions of section 76 of the Act, the
Company may at any time pay a commission to any
person in consideration of his subscribing or agreeing
to subscribe (whether absolutely or conditionally) for
any shares or debentures in the company, or procuring
or agreeing to procure subscription (whether absolute
or conditional) for any shares or debentures in the
Company; but so that it the commission shall be paid
or payable out of the capital, statutory conditions and
requirements shall be observed and complied with;
and such commission shall not exceed 5 percent on the
normal value of the shares or 2'/2% on the normal
value of debentures in each case subscribed or to be
subscribed. However. no commission shall be paid to
any person for subscribing or agreeing to subscribe
(whether absolutely or conditionally) for any shares or
debentures which are not offered to the public for
subscription. Provided that where a person has
subscribed or agreed to subscribe for any shares in or
debentures of. the Company and before the issue of the
prospectus or statement in lieu thereof any other
person or persons has or have subscribed for any or all
of those shares or debentures and that fact together
with the aggregate amount of commission payable
under this Article in respect of such subscription is
disclosed in such prospectus of statement, then the
Company may pay commission to the first mentioned
INFORMATION MEMORANDUM
Page 76
SHIVALIK RASAYAN LIMITED
person in respect of such subscription with.
BROKERAGE:
Subject to the Provision of Act, the Company may pay
brokerage on Shares or Debentures issued to the
public.
SHARE CAPITAL
Authorized
Capital
4. The Share Capital of the Company is Rs.3,50,00,000/-
(Rupees Three Crores Fifty Lakhs Only) divided into
35,00,000 (Thirty Five Lakhs) Equity Shares of Rs. 10/-
(Rupees Ten) each.
ISSUE AND ALLOTMENT OF SHARES
Issue and
Allotment of
Shares
5. (a) Subject to the provisions of the Act and of these
Articles, the shares shall be under the control of the
Board, who may allot or otherwise dispose of the same
to such persons on such terms and conditions and at
such times either at a premium or at par as the Board
may think fit with power to issue any shares as fully
paid-up in consideration of services rendered to the
Company and its formation or otherwise and to give to
any person a call for allotment of any such shares with
the sanction of the company in General Meeting.
(b) Except so far as otherwise provided by the
conditions issue or by these presents, any capital raised
by the creation of new shares shall be considered as
part of existing capital and shall be subject to the
provisions herein contained with reference to the
payment of call and installments, forfeiture, lien,
INFORMATION MEMORANDUM
Page 77
SHIVALIK RASAYAN LIMITED
surrender, transfer and transmission, voting and
otherwise.
Amount Payable on
Application
6. The Amount payable on application on such
shares of the Company offered to the public for
subscription shall not be less than 5 percent of the
normal amount of the share, and he Directors shall.
As regards any allotment of shares duly comply
with such of the provisions of Section 69 and 75 of
the Companies Act. 1956 as may be applicable thereto.
Minimum
Subscription
7. In No allotment shall he made of any share capital of
Company offered to the Public for subscription unless
the amount named in the relevant prospectus is the
minimum subscription, has been subscribed and the
sum payable on application therefore has been paid to
and received in by the Company.
Payment of Share
Amount by
Installments
8. If by the conditions of allotment of any share, the
whole or part of the amount or issue price thereof shall
be payable by installments, every such installment
shall, when due be paid to the Company by the
person(s) who for the time being and from time to time
shall be the registered holder(s) of share or his legal
representative.
Power Regarding
Calls on shares
9. The provisions of section 91 of the Act, will apply in
respect amounts of calls on shares.
INFORMATION MEMORANDUM
Page 78
SHIVALIK RASAYAN LIMITED
Company shall not
recognize any
Trust:
10. Save as herein otherwise provided the company shall
be entitled to treat the registered holder of any share as
the absolute owner thereof, and accordingly shall not,
except as ordered by a Court of competent jurisdiction,
or as by statute required, be bound to recognize any
equitable, contingent or other claim to or interest in
such share on the part of any other person.
JOINT HOLDERS OF SHARES
Joint Holding of
Shares.
11. The two or more person, are registered as the joint
holders of any share they shall he deemed to
hold the same in joint account with the benefit of
survivorship and shall be subject to the following
provisions namely:
(a) The Company shall not he hound to reenter more
than foul person, as the joint holders of any share.
(b) The joint holders of any share shall severally as
well as jointly be liable for the payment of all
installments, calls, overdue interest and all other
amounts due and payable in respect of such share.
(c) On the death of any one of such joint holders, the
survivor or survivors shall be the only person or
persons recognized by the Company as having any
title to such shares: but the Board may require such
evidence of death as they may deem fit.
(d). Any one of such joint holders may give effectual
receipt for any dividend, bonus, or return of capital
payable to such joint holders.
(E) Only the person whose name stands first in the
Register as one of the joint holders of any share shall
INFORMATION MEMORANDUM
Page 79
SHIVALIK RASAYAN LIMITED
be entitled to delivery of the certificate relating to such
shares, or to receive notice from the Company or to
vote at a General Meeting of the Company, if any other
or others of such joint holders shall also be present at
the meeting and any notice given to such person shall
be deemed notice to all the joint holders; but any one
of such joint holders may be appointed as the proxy of
the person entitled to vote on behalf of such joint
holders.
CERTIFICATE OF SHARES
12(1). Every person whose name is entered as a member in
the Register of Members shall be entitled to receive
within three months after allotment or one month
after receipt of application for registration of transfer
(or within such other period as the condition of issue
shall provide).
(a) Share certificates, if desired to he issued in
marketable lots or
(b). Share certificates to be issued, on request for
shares other than marketable lots, sub-division or
consolidation of the certificates, free of charge.
13(1). The Company shall not charge any fee-
(i) for registration of transfer of shares and
debentures;
(ii) for sub-division and consolidation of share and
debenture certificates and for sub-division of Letters
of Allotment and Split, Consolidation, Renewal and
INFORMATION MEMORANDUM
Page 80
SHIVALIK RASAYAN LIMITED
Pucca Transfer Receipts into denominations
corresponding to the market units of trading.
(iii) for sub-division of renounceable Letters of Right;
(iv) for issue of new certificates in replacement of
those which are old. decrepit or worn out or where
the cages on the reverse for recording transfer have
been fully utilized;
(v) for registration of any Power of Attorney. Probate.
Letters of Administration or similar other documents.
(2) The company will not charge any fees exceeding
those which may be agreed upon with the exchange.
(i) for issue of new certificates in replacement of those
that are torn, defaced, lost or destroyed.
(ii) for sub-division and consolidation of shares and
debentures certificate and for sub- division of Letters
of Allotment and Slips, consolidation, renewal and
pucca transfer receipt into dominations other than
those fixed for the market units of trading.
CALLS ON SHARES
Payment of Calls. 14. The Company may subject to the provisions of Section 76
and other. applicable provisions (if any) of the Act, at the
time of public issue pay a commission to any person in
consideration of his subscribing or agreeing to subscribe
or his procuring or agreeing to procure subscription
whether absolutely "or conditionally for any shares In or
debentures of the Company but so that the amount or
rate of commission does not exceed in the case of shares
5% of the price at which the shares are issued and in the
case of debentures 2.5% of the price at which the
INFORMATION MEMORANDUM
Page 81
SHIVALIK RASAYAN LIMITED
debentures- are, issued. The commission may be satisfied
by the payment In cash or the allotment of fully or partly
paid up shares or debentures or partly in the one way
and partly' in the other. The Company may also on any
issue of shares or debentures pay such brokerage 'as may
be lawful.
Amount of Call and
Time between Calls:
15. No call shall exceed one-fourth of nominal amount of
shares. or be made payable within one month after the
last preceding call was payable
Notice of Call 16. Fourteen days clear notice shall be given such call shall be
paid. time and place of payable an,l t.+
Terms of Issue of
Shares
17. The certificates of title to the shares shall be issued under
the Seal of the Company which shall be affixed in the
presence of and signed by (i) two Directors (provided that
if the composition of the Board permits, one of the
aforesaid two Directors shall be a person other than the
Managing or whole time Director) and (ii) the Secretary
or some other person appointed by the Board for the
purpose. Particulars of every share certificate issued shall
Payment of Calls
in advance
18 The Directors may. if they think fit, receive from
any member willing to advance the same , all or
any part of the money due upon the shares held
by him beyond the sums actually called for and
upon the money so paid in advance or so much
INFORMATION MEMORANDUM
Page 82
SHIVALIK RASAYAN LIMITED
thereof as from time to time exceeds the amount
of the call any part of the money due upon the
shares money so paid d in advance or so much
thereof as from time to time exceeds the auto or
to any voting rights in respect of money sopaid
by him until the same would but for such
payment become presently payable.
Transfer and
Transmission of
shares:
19 (1) No transfer shall be registered unless a proper
Instrument of Transfer duly stamped and signed and
executed both by the transferor and the
transferee and duly attested, had been delivered
to the company, complying with all the provisions
of Section 108 of the Act or of any statutory
modification thereof, for the time being. Until the
transfer is registered, the transferor shall he decreed
to continue to be the holder of such shares under
transfer, provided that where it is proved to the
satisfaction of the Board that any instrument of
Transfer duly executed as hereinbefore stated is bona-
fide lost, the Board may on an application in writing
made by the transferee and bearing the stamp
required for an Instrument of Transfer register the
transfer on such terms as to indemnity as the Board
may think fit.
(2) Power to refuse Registration of Transfer of
Shares Subject to the provisions of Section-III of the
Act, the Board may, without assigning any reasons
therefore within one month from the date on
INFORMATION MEMORANDUM
Page 83
SHIVALIK RASAYAN LIMITED
which the Instrument of transfer was delivered to
the Company refuse to register any transfer of a share
upon which the Company has a lien or which is not
fully paid-up.
Transfer not to be
registered except
on production of
instrument of
transfer:
20 The instrument of transfer shall be in writing and all
provisions of Section 108 108 of the Companies
Act, 1956 and of any statutory modifications thereof for
the time being shall be duly complied with in respect of
all transfers of shares and the registration thereof.
CALLS
Board reserves
right to refuse any
transfer of shares
21 The Board may decline to register any transfer of share
upon which the Company has it lien and may refuse to
register the transfer to a transferee of whom they do
not approve. If the board refuses to register the transfer
of any share they shall within one month from the date
on which the instrument of transfer was lodged with
Company, send to the transferee and the transferor
notice of the refusal provided that registration of a
transfer shall not be refused on the ground of the
transferor being either alone or jointly with any other
person or persons indebted to the Company on any
account whatsoever except a lien on shares.
Share Certificate to
Accompany
Transfer Deed
22. Every instrument of transfer shall be left at the
Registered Office of the Company accompanied by the
certificate of the shares to be transferred and such other
evidence as the Company may require to prove the title
INFORMATION MEMORANDUM
Page 84
SHIVALIK RASAYAN LIMITED
of the transferor, or his right to transfer the shares. All
instruments of transfer which shall be registered shall
be retained by the Company, but any instruments of
transfer which the Board may decline to register shall,
on demand, be returned to the person depositing the
same. Provided that registration of a transfer shall not
be refused on the ground of the transferor being either
alone or jointly with any other person or persons,
indebted to the Company on any account whatsoever
except a lien.
Title To Shares of
Deceased Bankrupt
Members
23. The legal representative of a deceased member (not
being one of the several joint holders) shall be the only
person recognized by the Company as having any title
to the shares registered in the name of such member,
and in case of the death of any one or more of joint
registered holders of any shares. the survivor or
survivors shall be the only persons recognized by the
Company as having any title to or interest in such
shares.
Transmission of
Shares of Deceased
Members
24. Any person becoming entitled to shares in consequence
of the death or bankruptcy of any member, upon
producing proper evidence of the grant of probate or
letters of administration or such other evidence that he
sustains the character in respect of which he proposes
to act under this clause, or of his title, as the Board
think sufficient may with the consent of the Board
(which they shall not be under any obligation to give)
INFORMATION MEMORANDUM
Page 85
SHIVALIK RASAYAN LIMITED
be registered as a members in respect of such shares, or
may, subject to the regulations as to transfers
hereinbefore contained, transfer such shares. This
clause is hereinafter referred to as the transmission
clause.
CLOSURE OF REGISTER OF MEMBERS
Power To Close
Register of
Members.
25. The Board may on giving seven days' notice by
advertisement in a newspaper circulating in the district
in which the Registered office of the Company is situate
close the Register of Members for any period or periods
not exceeding on the whole forty five days in each year
but not exceeding thirty days at a time.
FORFEITURE AND LIEN
Notice of
Forfeiture:
26. Call If any member fails to pay any call or installment
on or before the day appointed for the payment of the
same, the Board may at any time thereafter, during
such time as the call or installment remains unpaid,
serve a notice on such member requiring him to pay the
same, together with any interest that might have
accrued and all expenses that may has been incurred by
the Company by reason of such nonpayment
Form of forfeiture
notice
27. The notice shall name a day (not being less than thirty
days from the date of the notice) and a place or places,
on and at which such call or installment and such
interest and expenses as aforesaid are to be paid. The
notice shall also state that in the event of non-payment
at or before the time and at the place appointed, the
share in respect of which the call was made or
INFORMATION MEMORANDUM
Page 86
SHIVALIK RASAYAN LIMITED
installment is payable will be liable to be forfeited.
If notice disregard
share to be
forfeited.
28. If the requisitions of any such notice as aforesaid are
not complied with, any shares in respect of which such
notice, has been given may, at any time thereafter,
before payment of all calls or installments, interest and
expenses, due in respect thereof, be forfeited, by a
resolution of the Board to that effect.
Forfeited shares
become property of
the Company.
29. Any share so forfeited shall be deemed to be the
property of the Company and the Board may sell. err-
allot, or otherwise dispose of the same in such manner
as they think fit.
Directors may
annul forfeiture
30. The Board may, at any time before any share so
forfeited shall have been sold, re-allotted or otherwise
disposed of, annul the forfeiture thereof upon such
conditions as they think fit.
Liability of
members whose
shares have been
forfeited.
31. Any member whose shares have been forfeited shall,
notwithstanding the forfeiture, be liable to pay all calls,
installments, interest and expenses owing upon or in
respect of such shares. The Board may enforce the
payment of such monies or any part thereof as they
think fit. The Board may if they think fit, remit the
payment of such interest and expenses in full or in part.
The liability of such person shall also cease if and when
the Company shall have received payment in full of all
such monies in respect of the said forfeited shares.
INFORMATION MEMORANDUM
Page 87
SHIVALIK RASAYAN LIMITED
Members lose all
right and cease to
be members on
forfeiture of their
shares
32. The forfeiture of a share shall involve the extinction of
all interest, in, and also of all claims and demands
against the Company in respect of the share and all
other rights incidental to the share, except only such of
those rights as by these articles are expressly saved.
The person whose shares have been forfeited shall
cease to be a member.
Recording of
forfeiture
33. Immediately on the forfeiture of shares of any member
an entry shall be made in the register of Member noting
that the said shares have been forfeited to the Company
and in addition the date of forfeiture of the shares shall
be entered in the Membership Register as the date on
which the holder of the said shares ceased to be a
member. Similarly, as soon as the forfeited shares have
been sold or otherwise disposed off, as determined by
the Board the fact of such sale or disposal shall be
recorded by the Board.
Company's lien on
partly paid shares
34. Any Company shall have a first and paramount lien
upon all the shares (other than fully paid up Shares)
registered in the name of each member (whether solely
or jointly with others) and upon the proceeds of the
sale thereon for all monies (whether presently payable
or not) called or payable at the fixed time in respect of
such shares and no equitable interest in any share shall
be created except upon the footing and condition that
Article 10 hereof is to have full effect. And such lien
INFORMATION MEMORANDUM
Page 88
SHIVALIK RASAYAN LIMITED
shall extend to all dividends from time to time declared
in respect of such shares. Unless otherwise agreed the
registration of a transfer of shares shall operate as a
waiver of the Company's lien, if any on such share.
Enforcing lien by
sales
35. The purpose of enforcing such lien, the Board of
Directors may sell the shares subject thereto in such
manner as they think fit, and for that purpose may
cause to be issued a duplicate certificate in respect of
such shares and may authorize one of their member to
execute a transfer thereof on behalf of and in the name
of such Member. No sale shall be made until such
period as aforesaid shall have arrived, but until notice
in writing of the intention to sell shall have been served
on such Member or his representatives and default
shall have been made by him or them in payment,
fulfillment, or discharge of such debts, liabilities or
engagements for thirty days later such notice.
Application of
proceeds of sale.
36. The net proceeds of any such sale shall be received by
the Company and applied in or towards payment of
such part of the amount in respect of which the lien
exists as is presently payable, and the residue, if any,
shall after defraying the costs of such sales, if any,
(subject to a like lien for sums not presently payable as
existed upon the shares before the sale) be paid to the
person entitled to the shares at the date of the sale.
Entry in minutes 37. The entry in the Minutes Book of the Board of the
INFORMATION MEMORANDUM
Page 89
SHIVALIK RASAYAN LIMITED
book prima facie
evidence
forfeiture of any shares or that any shares have been
sold to satisfy a lien of the Company shall be sufficient
evidence as against all person claiming to be entitled to
such shares, that the said shares were properly forfeited
or sold, and such entry, the receipt of the for the price
of such shares, and the appropriate share certificate
shall constitute a good title to members of the
Company and he shall not be bound to see to the
application of the purchase money, nor shall his title to
the said shares be affected by any irregularity or
invalidity in the proceedings in reference to the
forfeiture or sale. The remedy (if any) of the former
holder of such shares, and of any persons claiming
under or through him shall be against the Company
and in damages only. A declaration in writing that the
declaring is a Director or Secretary of the Company and
that a share in the Company has been duly forfeited in
accordance with these Articles on a date stated in the
declaration, shall be conclusive evidence of the facts
therein stated as against all persons claiming to be
entitled to the shares
INCREASE, REDUCTION AND ALTERATION OF CAPITAL
Increase of Capital 38. The Company in General Meeting, may, from time to
time, increase the capital by the creation of new shares
of such amount as may be deemed expedient.
Different classes of
shares.
39. In case the Company alters its authorized share capital
subject to Section 86 86 of the Act, the
Company may by special, resolution divide the share in
INFORMATION MEMORANDUM
Page 90
SHIVALIK RASAYAN LIMITED
its capital. whether original or increased, into different
classes and attach to any such as preferential or other
special rights, or such restrictions, whether in regard to
dividend, return of capital or otherwise, as may be
determined by special resolution.
Conversion of
shares into stocks
and reconversion:
40. The Company may exercise the power of conversion of
its shares into stocks and reconversion of stocks into
shares.
These provisions
apply ipso facto to
new shares
41. Except so far as otherwise provided by the conditions
of issue. or by these presents, any capital raised by the
creation of new share shall be considered part of the
original capital and shall he subject to the provisions
herein contained with reference to the payment of calls
and installments, transfer and transmission, forfeiture,
lien, surrender and otherwise.
Alteration Of
Capital:
42. Power to subdivide and consolidate.
The Company may by ordinary resolution from time to
time alter the conditions of the Memorandum of
Association as follows:
(a) Increase the Share Capital by such amount to be
divided into shares of such amount as may be specified
in the resolution;
b) Consolidate and divide all or any of its share capital
into shares of larger amount than its existing shares
INFORMATION MEMORANDUM
Page 91
SHIVALIK RASAYAN LIMITED
c) however, that in the sub division the proportion
between the amount paid up the amount, if any unpaid
on each reduced share shall he the same as it was in the
case of shale from which the reduced share is derived
(e) Cancel any shares which, at the date of the passing
of the resolution have not to be taken by any person
and reduce the amount of its share capital by the
amount of the shard cancelled.
Conditions for issue of new shares:
2) The resolution whereby any share is subdivided or
consolidated may determine that, as between the
members registered in respect of the shares resulting
from such subdivision or consolidation, one or more of
such shares shall have some preference or special
advantage as regards dividend, capital. voting or
otherwise over or as compared with the other or other
subject nevertheless to the provisions of Section 85, 87.
88, 93 and 106 of the Act. Surrender
3) Subject to the provisions of Sections 100 to 104
inclusive of the Act, the Board may accept from any
member the surrender of all or any of his shares on
such terms and conditions as shall be agreed.
Issue of further
shares pari passu :
43 The rights conferred upon the holders of the shares of
any class issued with preferred or other rights shall not,
unless otherwise expressly provided for by the terms of
issue of that class. be deemed to be varied by the
creation of further shares, ranking pari passu therewith
INFORMATION MEMORANDUM
Page 92
SHIVALIK RASAYAN LIMITED
Reduction of share
capital.:
44 The Company may by special resolution and subject to
confirmation by the court reduce its share capital in any
manner and in particular may.
a). Extinguish or reduce the liability on any of its shares
in respect of share capital not paid up, or.
b) either with or without extinguishing or reducing
liabilities on any of the shares cancel any paid up share
capital which is lost or un-represented by the available
assets or.
c) either with or without extinguishing or reducing
liabilities of its shares pay of any paid up share capital
which is in excess of the wants of the Company, and
may, if and so far as necessary, alter its memorandum
by reducing the amount of its share capital and of its
shares accordingly
MODIFICATION OF RIGHTS
Variation of
rights.:
45. Whenever the Capital, by reason of the issue of
preference shares or otherwise, is divided into
different classes of shares, all or any of the rights and
privileges attached to each class may, subject to the
provision of sections 106 and 107 of the Act, be
modified, commuted, affected or abrogated, or dealt
with in accordance with the agreement between the
Company and any person purporting to contract on
behalf of that class, provided such agreement is
ratified in writing by holders of at least three fourths
in nominal value of the issued shares of that class or is
confirmed by a special Resolution passed at a
INFORMATION MEMORANDUM
Page 93
SHIVALIK RASAYAN LIMITED
separate General Meeting of the holders of shares of
that class and supported by the votes of the holders of
at least three fourth of those shares, and all the
provisions hereinafter contained as to General
Meetings shall. mutatis mutandis, apply to every such
Meeting, but so that the quorum thereof shall be
members holding in person or by proxy three-fourth
of the nominal amount of the issued shares of that
class.
BORROWING POWERS
46. The amount for the time being remaining un-
discharged of monies borrowed or raised by the
Board for the purposes of the Company (otherwise
than by the issue of share capital) shall not apart from
the temporary loans obtained from the Company,
Bankers in the ordinary course of business at any time
exceed the paid up capital of the Company and its
free reserves without the sanction of the Company in
General Meeting as provided in the Act.
Securing
repayment of
borrowed money:
47. The Board may raise or secure the repayment of each
sum/sums in such manner and upon such terms and
conditions in all respects as they think fit, and in
particular. by the issue of bonds, perpetual or
redeemable debentures or Debenture stock, or any
mortgage, charge or other security on the undertaking
of the whole or any part of the property of the
INFORMATION MEMORANDUM
Page 94
SHIVALIK RASAYAN LIMITED
Company (both present and future) including its
uncalled capital for the time being.
Terms of issue of
debentures:
48. The Debentures, debenture stock, bonds or other
securities, may be made assignable free from any
equities between the Company and the person to
whom the same may be issued.
Any debentures, debenture stock, bonds or other
securities, may be issued at a discount, premium or
otherwise, and with any special privileges as to
redemption, surrender drawings, allotment of shares
appointment of Directors, and otherwise, provided
that debentures with the right to allotment of or
conversion into share shall not be issued except with
the sanction of the Company in General Meeting.
Instrument of
transfer:
49 Save as provided in Section 108 of the Act, no transfer
of debentures shall be registered unless it proper
instrument of transfer duly stamped and executed by
the transferor and transferee has been delivered to the
Company together with the certificate or certificates
of the debentures.
Notice of refusal to
register transfer:
50. If the Board refuses to register the transfer of any
debentures the Company shall, within two months
from the date on which the instrument of transfer was
lodged with the Company, send to the Transferee and
INFORMATION MEMORANDUM
Page 95
SHIVALIK RASAYAN LIMITED
to the transferor notice of the refuse.
GENERAL MEETINGS
Statutory Meeting: 51. The Statutory Meeting of the Company shall, as
required by the Act. be held at such time and place as
the Board may determine.
Annual General
meeting to be held
each year:
52. The first Annual General Meeting shall be held within
eighteen months from the date of its incorporation
and thereafter once atleast in every calendar year not
being more than fifteen months after the holding of
the last preceding Annual General Meeting and
within six months after the expiry of each financial
year, at the Registered office of the Company or at
such other place within the town in which the
Registered Office is situated during working hours on
a day that is not a public holiday.
Annual General
and Extra-
ordinary General
Meeting:
54. The General Meeting convened as required in Article
52 shall be called Annual General Meeting and all
other General Meetings shall be called Extra- ordinary
General Meetings.
Board may call an
extra-ordinary
general meeting
upon requisition:
57. The Board may, whenever they think tit, convene an
Extra-ordinary General Meeting and they shall, on the
requisition of the holders of not less than one-tenth of
such of the paid up capital of the Company as at that
date carries the right of voting in regard to the matter
for which the meeting is requisitioned forthwith
INFORMATION MEMORANDUM
Page 96
SHIVALIK RASAYAN LIMITED
proceed to call an Extra-ordinary General Meeting of
the Company and in the case of such requisition the
following provisions shall have effect.
a)The requisition must state the objects of the Meeting
and must be signed by the requisitionists and
deposited at the registered office of the Company,
and may consist of several documents in like form
each signed by one or more requisitionists.
b)Upon the receipt of any valid requisition, the Board
shall forthwith call an Extra-ordinary General
Meeting and if they do not proceed within twenty-
one days from the date of the requisition being
deposited at the office, to cause a meeting to be called,
on a day not later than forty five days from the date of
deposit of the requisition, requistionists, or such of
their number as represent either a majority in value of
the paid up share capital held by all of them or not
less than one-tenth of such of the paid up share
capital of the Company as is referred to in section 1 69
(4) of the Act, may themselves call the meeting, but in
either case any meeting so called shall be held within
three months from the date of the delivery of the
requisition as aforesaid
c) Any meeting called under this clause by the
requisitionist shall be called in the same manner as
nearly as possible, as that in which meetings are to be
called by the Board
d) A requisition by joint holders of shares must be
signed by all such joint holders.
INFORMATION MEMORANDUM
Page 97
SHIVALIK RASAYAN LIMITED
Accidental
commission of
notice not to
invalidate
proceedings of the
meetings:
56. The accidental omission to give notice of any meeting
to or the non-receipt of any such notice by any of the
members shall not invalidate any resolution passed
or any other proceedings taken at any such meeting.
PROCEEDINGS AT GENERAL MEETING
Business to be
transacted at annual
general meetings :
57. At annual General Meeting the Company shall transact
the following business :
(a) To receive and consider the Profit and Loss Account
and Balance Sheet.
(b) To receive and consider the reports of the Directors
and the Auditors.
(c) To elect directors in place of those retiring.
(d) To appoint auditors and fix their remuneration, and
(e) To declare dividend, if any
All other business transacted at an Annual General
Manager and all business transacted at an Extraordinary
General Meeting shall be deemed special business
Quorum for general
meeting:
58. No business shall be transacted at any General meeting
unless the requisite quorum be present at the
commencement of the business. Five members present in
person shall be a quorum for a General Meeting.
Dissolution and
adjournment of
59. If within half an hour after the time appointed for the
holding of a General Meeting a quorum be not present,
INFORMATION MEMORANDUM
Page 98
SHIVALIK RASAYAN LIMITED
General meeting: the meeting if convened on the requisition of members,
shall be dissolved and in every other case, the meeting
shall stand adjourned to the same day in the next week at
the same time and place as was appointed. If at such
adjourned meeting a quorum be not present those
members who are present and entitled to vote shall be a
quorum and may transact the business for which the
meeting was called.
Chairman of the
general meeting :
60. (1) The Chairman (if any) of the Board of Directors shall,
if willing. preside as Chairman of every General Meeting.
Whether Annual or extraordinary, but if there be no such
Chairman, or in case of his absence or refusal the Vice-
Chairman, (if any) of the Board of Directors shall, if
willing. preside as Chairman at such meeting and if there
be no such Vice chairman, or in case of his absence or
refusal, some one of the Directors (if any be present) shall
be chosen to be Chairman of the meeting.
(2) If at any meeting a quorum of members shall be
present and the chair shall not be taken by the Chairman
of the Board or by the Vice-Chairman or by a Director at
the expiration of half an hour from the time appointed for
holding the meeting or if before the expiration of that
time all Directors shall decline to take the chair, the
members present shall choose one of their own member
to be Chairman of the meeting.
Power to adjourn
meeting by the
61. The Chairman may, with the consent of any meeting at
which a quorum is present and shall, if so directed by the
INFORMATION MEMORANDUM
Page 99
SHIVALIK RASAYAN LIMITED
Chairman: meeting adjourn any meeting from time to time and from
place to place but no business shall be transacted at any
adjourned meeting other than the business left
Unfinished at the meeting for which the adjournment
took place. When a meeting is adjourned for thirty days
or more, notice of the adjourned Meeting shall be given as
in the case of an original meeting. Save as aforesaid, it
shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an
adjourned meeting.
Every question to
be first decided by
show of hands:
62. Every question submitted to a meeting shall be decided
by a show of hands.
Chairman's
declaration on the
passing of a
resolution shall be
final:
63. At any General meeting a resolution put to the vote of the
meeting shall be decided on a show of hands unless a poll
before or on the declaration of the result of the show of
hands is demanded in accordance with the provisions of
Section 179 of the Act and unless a poll is so demanded, a
declaration by the Chairman that a resolution has, on a
show of hands been carried or carried unanimously, or by
a particular majority or lost, and an entry to that effect in
the book containing the minutes of the proceedings of the
Company shall be conclusive evidence of the fact,
without proof, of the number or proportion of the votes
recorded in favour of, or against, that resolution.
Chairman to decide 64. If a poll is demanded as aforesaid, it shall be taken in
INFORMATION MEMORANDUM
Page 100
SHIVALIK RASAYAN LIMITED
the manner of
taking polls and his
declaration of the
result is final:
such manner and at such time and place as the Chairman
of the meeting directs subject to the provisions of Section
180 of the Act. The demand for a poll may be withdrawn.
In case of any dispute as to the admission or rejection of a
vote, the Chairman shall decide the same, and his
decision shall be final and conclusive
Notwithstanding
demand or poll the
transaction of the
meeting shall
continue:
65. The demand for a Poll shall not prevent the continuance
of a meeting for transaction of any business other than the
question on which a poll has been demanded. A poll
demanded on the election of Chairman of a meeting and
a poll demanded on the question of adjournment shall
forthwith be taken at the meeting without adjournment.
Chairman's casting
vote in the case of
equality of votes:
66.. In the case of an equality of vote, whether on a poll or
show of hands, the Chairman shall be entitled to a casting
vote in addition to the vote or votes to which he may be
entitled as a Member.
Minutes of
proceeding of
general meetings:
67. The proceedings of all General Meetings shall be entered
in the Minute Book kept for that purpose and shall be
maintained in accordance with Section 193 of the
companies Act 1956 and be signed by the Chairman of
that meeting or the succeeding meeting. Such minutes
duly entered and signed by the Chairman shall be
conclusive evidence of the proceeding of the Meeting
Inspection of
minutes by
68. The books containing the minutes of proceedings of any
General Meeting shall be kept at the Registered Office of
INFORMATION MEMORANDUM
Page 101
SHIVALIK RASAYAN LIMITED
members: the Company and shall during business hours, subject to
such reasonable restrictions as are imposed by any
General Meeting or. as laid down by these presents, be
open to the inspection of any member without charge.
VOTE OF MEMBERS
Votes: 69. Every member of the Company holding equity shares
shall have a right to vote in respect of such shares on
every resolution, placed before the meeting. On a show of
hands every such member present in person shall have
one vote. On a poll his voting right in respect of such
shares shall be in proportion to his shares in the paid up
equity capital of the Company.
Voting by legal
disqualified
members through
guardian or
committee:
70. A member of unsound mind, or in respect of whom an
order has been made by any Court having jurisdiction in
lunacy may vote, whether on a show of hands or on a
poll, by his committee or other legal guardian.
Power to remove a
Director:
100 Subject to the provisions of Section 284 of the Act, and
these Articles, the Company may by ordinary resolution
for which special notice is received, remove any Director
before the expiration of his period of office and may
appoint another person in his place. The person so
appointed shall be subject to retirement, at the same time
and in the same manner as the Director in whose place he
is appointed. The nominated Directors shall however,
continue in office as long as their nominations have not
been withdrawn by the respective persons who are
INFORMATION MEMORANDUM
Page 102
SHIVALIK RASAYAN LIMITED
competent to nominate them
Right of persons
other than Retiring
Directors to stand
for Directorship:
101 A person who is not a retiring Director shall. subject to
the provisions of the Act, be eligible for appointment to
the office of Director at any General Meeting, if he or
some member intending to propose him has, not Tess
than fourteen days before the meeting left at the
Registered Office of the Company a notice in writing
under his hand signifying his candidature for the office of
Director or the intention of such member to propose him
as a candidate for that office, as the case may be.
THE SEAL
Seal of the
Company:
110. (a) The Board shall provide a common seal of the
Company and shall have the power from time to time to
cancel and destroy the same and replace and / or
substitute the same by a new Seal. The Board shall
provide for the safe custody of the Seal.
(b) The Common Seal of the Company shall not be used
or affixed to any instrument except by the authority of a
resolution of the Board or of a Committee of the Board
authorized by it in this behalf and except in the presence
of at least two Director and of the Secretary or such other
person, if any, appointed for the purpose and such
Directors, Secretary or other person appointed as
aforesaid, shall sign every instrument to which the seal of
the Company is so affixed in their presence. Provided that
the seal may be affixed to the Certificate of debentures in
the presence of only one Director, who shall sign such
INFORMATION MEMORANDUM
Page 103
SHIVALIK RASAYAN LIMITED
Certificate.
Seals Abroad : 111. The Company may exercise the powers conferred by
section 50 of the Act and such powers shall accordingly
be vested in the Directors.
Registers, Books
and Documents:
112. (1) The Company shall maintain Registers, Books and
Documents as required by the Act or these Articles
including the following namely :-
(a) Register of Investments not in Company's name
according to Section 49 of the Act.
(b) Register of Mortgages, Debentures and Charges
according to Section 143 of the Act.
(c) Register of Members and an Index of Members
according to Section 150 and 151 of the Act.
(d) Register and Index of Debenture-holders according to
Section 152 of the Act.
(e) Register of Contracts, companies and fines in which
Directors are interested according to Section 301 of the
Act.
(f) Register of Directors and Managing Director. etc.,
according to Section 303 of the Act.
(g) Register of Director's shareholdings and Debenture
holdings according to Section 307 of the Act.
(h) Register of Investments in shares or debentures of
bodies corporate according to Section 372 of the Act.
(i) Copies of instruments creating any charge requiring
registration according to Section 136 of the Act.
(j) Books of Account in accordance with the provisions of
INFORMATION MEMORANDUM
Page 104
SHIVALIK RASAYAN LIMITED
Section 209 of the Act.
(k) Copies of Annual Returns prepared under Section 159
of the Act together with the copies of
Certificates required under section 161.
(1) Register of Renewed and Duplicate Certificate
according to Rule 7(2) of the Companies (Issue of Share
Certificates) Rules, 1960. Register of fixed deposits as
require under Sub Rule 7 of the Companies(Acceptance of
Deposits) Rules 1975-
(2) The said Registers, Books and Documents shall be
maintained in conformity with the applicable provisions
of the Act and shall be kept open for inspection by such
persons as may be entitled thereto respectively, under the
Act, on such days and during such business hours as may
in that behalf be determined in accordance with the
provisions of the Act or these Articles and extracts shall
be supplied to the persons entitled thereto in accordance
with the provisions of the Act or these Articles.
(3). The Company may keep a Foreign Register of
P1embers in accordance with Sections 157 and 158 of the
Act. Subject to the provisions of Sections 157 & 158 the
Directors may from time to time make such provisions as
they think fit in respect of the keeping of such Branch
Registers of Members and /or Debenture-holders.
POWERS AND DUTIES OF DIRECTORS
Management under
General Control of
Directors:
113. Subject to the provisions of Articles 114 and 115 hereof
the General control, management and supervisions of
the Company shall vest in the Board and the Board may
INFORMATION MEMORANDUM
Page 105
SHIVALIK RASAYAN LIMITED
pay all expenses incurred in getting up and registering
Company and may exercise all such powers and do all
such acts and things as the Company is by its
Memorandum of Association or otherwise authorized
except as are required to be exercised or done by the
Company in General Meeting but subject nevertheless to
the provisions of the Companies Act, and of these
presents from time to time made by the Company in
General Meeting. provided that no such regulation shall
invalidate any prior acts of the Directors which would
have been valid if such regulation had not been made
Duties of the Board
:
114. The Directors shall duly comply with the provisions of
the Act or any statutory modifications thereof for the time
being in force, and in particular with the provisions in
regard to the registration of the particulars of mortgages
and charges affecting the property of the Company or
created by it, to keep a register of the Directors and to
send to the Registrar an Annual list of members, and a
summary of particulars relating there-to and notice of any
consolidation or increase of share capital of conversion of
shares into stock, and copies of special resolutions and a
copy of the Register of Directors and notifications of any
changes therein.
Powers of the
Board::
115. Without prejudice to the general powers conferred by
Article 122 and the other powers conferred by these
presents, it is hereby expressly declared that the Board
shall have the following powers subject to the provisions
INFORMATION MEMORANDUM
Page 106
SHIVALIK RASAYAN LIMITED
of the Act.
(a) To pay cost, charges and expenses preliminary and
incidental to the promotion formation establishment and
registration of the Company.
(b) To purchase or otherwise acquire for the Company
property, rights or privileges which the Company is
authorized to acquire, at such price and generally on such
terms and conditions as it thinks fit.
(c) At its discretion, to pay for any property rights or
privileges acquired by or services rendered to the
Company either wholly or partly in cash or in shares,
bonds, debentures or other securities of the company and
any such shares may be issued either as fully paid-up or
with such amount credited as paid-up thereon as may he
agreed upon and any such bonds, debentures or other
securities may be either specifically charged upon all or
any part of the property of the Company and its uncalled
capital or not so charged.
(d) To secure the fulfillment of any contracts or
agreement entered into by the Company by mortgage or
charge of all or any of the properties of the Company and
the uncalled capital for the time being or in such other
manner as it may think fit.
(c) To appoint and at its discretion, remove or suspend.
such managers, secretaries, officers, clerks, agents and
servants, for permanent, temporary or special services, as
it may from time to time, think tit and to determine their
powers and duties and fix their salaries or emoluments
and to require security in such instances and to such
INFORMATION MEMORANDUM
Page 107
SHIVALIK RASAYAN LIMITED
instances and to such amounts as it thinks fit.
(f) To appoint any person or persons (whether
incorporated or not) to accept and hold in trust for the
Company any property belonging to the Company, or in
which it is interested, or for any other purposes, and to
execute and do all such deeds and things as may be
required in relation to any such trust and do provided for
the remuneration of such trustees.
(e) To institute, conduct, defend, compound, or abandon
any legal proceedings by or against the Company or its
officers, or otherwise concerning the affairs of the
Company and also to compound and allow time for
payment or satisfaction of any debts due, and of any
claim or demands by or against the Company subject to
the provisions of the Act.
(h) To refer any claims or demands by or against the
Company to arbitration and observe and perform the
awards.
(i) To make and give receipts, releases and other
discharges for monies payable to Company and for the
claims and demands of the Company.
(j) To determine who shall be entitled to sign on the
Company's behalf bills, notes, receipts, acceptance,
endorsement, cheques, release, contracts and documents.
(k) To invest and deal with any of the monies of the
Company not immediately required for the purpose
upon such securities (not being shares in this Company)
and in such manner as they think fit and from time to
time vary or releases such investments.
INFORMATION MEMORANDUM
Page 108
SHIVALIK RASAYAN LIMITED
(1) To execute in the name and on behalf of the Company,
in favour of any Director or other person who may incur
or be about to incur any personal liability for the benefit
of the Company. such mortgages of the Company's
property (present and future) as it thinks fit, and any such
mortgage may contain a power of sale and such other
powers convents and provisions as shall be agreed on.
(m) To give any person employed by the Company a
commission on the profits of any particular business or
transaction or a share in all general profits of the
Company and such commission or share of profits,
shall be treated as part of the working expenses of the
Company.
(n) From time to time to make, vary and repeal byelaws
for the regulation of the business of the Company, its
officers and servants.
(o) To enter into all such negotiations and contracts, and
rescind and vary all such contracts, and execute and do
all such acts, deeds and things in the name and on behalf
of the company as they may consider expedient for or in
relation to any of the matters aforesaid or otherwise for
the purpose of the Company.
MANAGING DIRECTOR
Power to appoint
Managing Director :
116. (I) Subject to the provisions of the Act and these Articles
of Association, the Board shall from time to time appoint
from amongst the directors, a director to be the Managing
Director of the Company for such period not exceeding
five years time. Shri Pramod Chandra Sharma shall he the
first Managing Director of the Company.
INFORMATION MEMORANDUM
Page 109
SHIVALIK RASAYAN LIMITED
(2) A Managing Director shall not be liable to retire by
rotation under Section 255 of the Act. A Managing
Director on ceasing to hold the office of Director for any
cause shall, ipso facto and immediately cease to be a
Managing Director subject to the provisions of the Act.
(3) Subject to the provisions of Section 198, 269 and 309 of
the Act, the remuneration of the Managing Director may
from to time be fixed by the Directors and may be by way
of fixed salary or commission on the net profits or by any
or all of these modes and provide the perquisites in
consideration of his services. For the purpose of this
Clause the net profits of the Company for every financial
year shall be determined in the manner laid-down tinder
the provisions of Section 349 and 350 of the Act as
amended from time to time and the remuneration
payable as aforesaid shall be computed in the manner
laid down in Section 349
(5) of the Act
Powers of
Managing Director :
117. The Board of Directors of the Company shall by
resolution vest in such Managing Director such of the
powers which the Board may have under the Act or
under these Articles of Association and to sign the
necessary papers, documents and instruments of
authority and generally to exercise all such powers and
authorities of the Company as are not by the Companies
Act for the time being in force or by these articles
expressly directed to be exercised by the Board of
Directors or by the Company in General Meeting.
INFORMATION MEMORANDUM
Page 110
SHIVALIK RASAYAN LIMITED
Local Management: 118. The Board may from time to time provide for the
Management and transaction of the affairs of the
Company any specified locality, in such manner as they
think fit, and the provisions contained in the next two
following articles shall be without prejudice to the
general powers conferred by this paragraph
Appointment of
Managing
Committee of
Directors & Powers
:
119. The Board of Directors may from to time appoint a
Managing Committee. The member or members of the
Managing Committee shall be nominated from the Board
of Directors by Shri Pramod Chandra Sharma or any
other person so nominated by him who shall be a
member of the Board of
Directors. The Board of Directors shall by resolution
vested in such Managing Committee such of the powers
which the Board may have under the Act or under these
Articles of Association. The remuneration of the members
of the Managing Committee may be monthly payment,
participation in profits, meeting fee of either of three
modes or any other method not expressly prohibited by
the Act. Shri Pramod Chandra Sharma or his nominee as
said above may at any time remove any person appointed
and may annul or vary any such delegation. The
appointment of Managing Committee may be for a
period not exceeding five
years at a time
Power to appoint 120. The Board may at any time and from time to time, by
INFORMATION MEMORANDUM
Page 111
SHIVALIK RASAYAN LIMITED
Attorney: power of attorney tinder the Company's Seal, appoint any
person or persons to be the attorney or attorneys of the
Company for such purposes and with such powers,
authorities and discretions (not exceeding those vested in
or exercisable by the Board under
these presents) and for such period and subject to such
conditions as the Board may from time to time think fit,
and any such appointment may (if the Board think fit) be
made in favour of the members or any of the members of
any local Board establishment as aforesaid, or subject to
the provisions of Section 204 of the Act in favour of any
company or of the members, directors, nominees or
managers of any company or firm or in favour of any
fluctuating body of persons, whether nominated directly
or indirectly by the Directors and any such power of
attorney may contain such provisions for the protection
and convenience of persons dealing with such attorney or
attorneys as the Board may think fit.
Power to provide
Depreciation :
121. The Board may from time to time subject to the
provisions of the Act provide for depreciation and set
aside out of the profits of the Company as the Board think
proper such sums as a reserve or reserves for the purpose
of rebuilding, restoring replacing, or altering any part of
the buildings, work, plant, machinery or other property
of the Company, destroyed or damaged by fire, storm,
tempest, accident, riot, wear and tear or other means, or
for repairing, altering and keeping in good condition the
INFORMATION MEMORANDUM
Page 112
SHIVALIK RASAYAN LIMITED
property of the Company or for extending and enlarging
the buildings, machinery and property of the Company
with full powers to employ the asset constituting such
depreciation fund in the business of the Company and
without being bound to keep the same separate from the
other assets
Power to set apart
reserve:
122. The Board may from time to time set apart any and such
portion of the profits of the Company as it thinks fit, as a
reserve applicable at their discretion for the liquidation of
any debentures, debts or other liabilities of the Company,
for equalization of dividends, or for any other purpose
with full power to employ the assets constituting the
reserve in the business of the Company and without
being bound to keep the same separate from other assets.
Power to
appropriate Reserve
and Depreciation
Provision if
necessary:
123. All money carried to the reserve and depreciation
provision respectively, shall nevertheless remain and the
profits of the company applicable subject to, the
provision heal' made for actual loss or depreciation, for
the payment of dividends and such money and all other
monies of the company may be invested in or upon such
investments or securities as the Board may think fit of
may be used as working capital or may be kept at any
Bank as deposit as may be determined from time to time.
Capitalisation of
Reserve and Profit:
124. 1.The Company in General Meeting may upon the
recommendation of the Board, resolve :
INFORMATION MEMORANDUM
Page 113
SHIVALIK RASAYAN LIMITED
a) that it is desirable to capitalize any part of the amount
for the time being standing to the credit of any of the
company's reserve accounts or to the credit of the profits
and loss account or otherwise available for distribution,
and
b) that such sum be accordingly set free for distribution
in the manner specified in Clause (2) amongst the
members who would have been entitled thereto, if
distributed by way of dividend and in the same
proportion.
2. The sum aforesaid shall not be paid in cash, but shall
he applied, subject to provision contain in clause (3)
either in or towards :
i) paying up amounts for the time being unpaid on any
shall held by such members respectively.
ii), Paying up in full unissued shares or debentures of the
Company to be allotted and distributed. credit as fully
paid up, to amongst such members in the proportions
aforesaid or
iii) Partly in the way specified in sub-clause (i) and partly
in that specified in sub-clause (ii)
3. A share premium account and d capital redemption
reserve fund may, for the purpose of this regulation, only
be applied in the paying up of unissued shares issued to
members of the company as fully paid bonus shares.
4. The Board shall give effect to the resolution passed by
the Company in pursuance to this regulation.
125. Whenever such a resolution as aforesaid shall have been
INFORMATION MEMORANDUM
Page 114
SHIVALIK RASAYAN LIMITED
passed, the Board shall,
a. Make all appropriations and applications of the
undivided profits resolved to be capitalized thereby and
all allotments and issues of fully paid shares or
debentures if any, and.
b. Generally do all-acts and' things required to given
effect thereto.
2. The Board shall have full power.
a) to make such provision by the issue of fractional
certificates or by payment in cash or otherwise as its
thinks fit in the case of shares or debentures becoming
distributable infractions and also
b) to authorize any person to, enter, on the behalf of all
the members entitled thereto, into an agreement with the
company providing for the allotment to them
respectively, credit is fully paid up, of any further share
to which they may be entitled upon such capatalisation or
(as the case may be) for the payment by the Company on
their behalf, by the application thereto of their respective
proportions of the profits resolved to be capitalized, or
the amount or any part of the amounts remaining unpaid
on their existing shares.
3. Any agreement made under such authority shall be
effective and binding on all such members.
DIVIDEND
Declaration of
dividend:
126. The Company in annual General Meeting may declare a
dividend to be paid to the members according to their
right and interests in the profits and may fix the time for
payment. No larger dividend shall be declared than is
INFORMATION MEMORANDUM
Page 115
SHIVALIK RASAYAN LIMITED
recommended by the Board but the Company in General
Meeting may declare a smaller dividend.
Dividend to be paid
out of profits:
127. No dividend shall be paid otherwise than out of the
profits of the year or any other undistributed profits and
no dividend shall carry interest as against the Company.
Power to pay
interim dividends:
128. The Board may from time to time pay to the members
such interim dividends as in its judgment the position of
the Company justifies.
Power to
appropriate
dividends against
debts and liability
of members:
129. The Board may retain any dividend on which the
Company has a lien and may apply the same in or
towards satisfaction of the debts, liabilities or engagement
in respect of which the lien exists.
Dividends: 130. 1. The profits of the Company shall subject to any special
rights relating thereto created or authorized to be created
by the Memorandum or these Articles and subject to the
provisions of the Companies Act and of these Articles
shall be divisible among the members in proportion to the
amount of capital paid-up on the shares held by them
respectively.
2. When capital is paid up in advance of calls upon the
footing that the same shall carry interest such capital shall
not whilst carrying interest, confer a right to participate in
profits.
INFORMATION MEMORANDUM
Page 116
SHIVALIK RASAYAN LIMITED
Dividend rights: 131. A transfer of shares shall not pass the right to any
dividend declared thereon before the registration of the
transfer
Power to pay
interest out of
capital:
132. The Board may pay interest on capital raised for the
construction of works or buildings when and so for as
they shall be authorized so to do by Section 208 of the
Act.
Power to retain
dividend until
transmission is
effected:
133. The Board may, pending consideration of any request or
proceeding in respect of any shares under the
transmission clause, retain the dividends payable upon
such shares till after the proceedings is finalized or
transmission effected, as the case may be.
One of the joint
holders may give
effectual receipt:
134. Any one of several persons who are registered as the joint
holders of any share may give effectual receipts for all
dividends and payment on account of dividends in
respect of such share
Payment of
dividend by
warrant or cheque:
135. All dividends and other dues to members shall be
deemed to be payable at the Registered Office of the
Company unless otherwise directed. Any dividend may
be paid by cheque or warrant sent through the post to the
registered address of the member or person entitled, or in
the case of joint holders, to the registered address of that
one whose name stands first in the register in respect of
INFORMATION MEMORANDUM
Page 117
SHIVALIK RASAYAN LIMITED
the joint holding and every cheque or warrant so sent
shall he made payable to the order of the person to whom
it is sent.
Notice of
declaration of
dividend:
136. Notice of declaration of any dividend whether interim or
otherwise. shall he given to registered holders of shares in
the manner hereinafter provided.
Unclaimed
Dividends may be
invested or used:
137. No unclaimed and unpaid dividend shall be forfeited till
the claim thereto become barred by Law. The unclaimed
dividends will be dealt with in accordance with the
provisions of section 205 A of the companies Act, 1956
and the Rules made there under.
Board to cause
proper Books of
Account to be
maintained:
138. The Board shall cause to be kept proper books of account
with respect to
a. All sums of money received and expended by the
Company and the matter, in respect of which the receipt
and expenditure take place.
b. All sales and purchases of goods by the Company : and
c. the assets and liabilities of the Company.
d. Such particulars relating to utilization of material or
labour or to other items of cost as may be prescribed by
the Central Government from to time.
Books to be kept at
the Registered
Office:
139. The hooks of account shall be kept at the Registered
Office of the company or at such other place in India as
the Board think fit and shall he open to inspection by the
Directors during business hours.
INFORMATION MEMORANDUM
Page 118
SHIVALIK RASAYAN LIMITED
Branch Office
Accounts:
140. If at any time Branch Office are established, provision, of
the Sub section (1) and (2) of Section 209 of the Act shall
be deemed to have been complied with if proper books of
account are kept at the concerned office relating to the
transactions effected at the Branch Offices and proper
summarized returns made up to date at intervals of not
more than three months are sent by the Branch Offices to
the registered office of the Company to such other place
determined by the Board.
Power to regulate
inspection of the
Books by Members:
141. The Board shall from time to time determine whether and
to what extent and at what times and places and under
what conditions or regulations the accounts and books of
the Company or any of them. shall be open to inspection
by the members, and no member shall have any right of
inspecting any account or book or documents of the
Company, except as conferred by stature or authorized
by the Board, or by a resolution of the Company in
General Meeting and no member, not being a Director
shall be entitled to require or receive any information
concerning the business, trading or customers of the
Company, or any trade secret or secret process of or used
by the Company.
Balance Sheet and
Profit and Loss
Account to be laid
before the
142. The Board shall at any date not later than eighteen
months after the incorporation of the Company and
subsequently once at least in every calendar year, lay
before the Company in Annual General Meeting a
INFORMATION MEMORANDUM
Page 119
SHIVALIK RASAYAN LIMITED
Company each
year:
Balance sheet and a profit and loss account for the period.
in the case of first Annual General Meeting, beginning
with the incorporation of the Company and ending with
a day which shall not precede the day of the meeting by
more than 9 months, and in the case of the subsequent
Annual General Meetings, beginning with day
immediately after the period of which the account was
last submitted and ending with a day which shall not
precede the day of the Meeting by more than 6 months,
and if any extension has been granted by the' Registrar
under Section 166 of the Act, by more than six months
and the extension so granted.
Contents of Balance
Sheet:
143. The Balance sheet shall give a true and fair view of affairs
of the Company as at the end of the financial year
disclosing the general nature of the assets and liabilities
of the Company.
Form of Balance
Sheet:
144. The Balance sheet shall be in the form set out in Part I of
the Schedule VI of the Companies Act or as near thereto
as the circumstances admit
145. Every such account & balance sheet shall be accompanied
by a report of the Directors as to the state and condition
of the Company and as to the amount (if any) which they
recommend to be paid out of the profit by way of
dividend (or bonus) to the members and amount (if any)
which they propose to carry the reserve fund
INFORMATION MEMORANDUM
Page 120
SHIVALIK RASAYAN LIMITED
Contents of Profits
and Loss Account:
146. The profit and loss account shall give a true and fair view
of the profit or loss of the Company for the financial year
and shall comply with the requirement of part 11 of
Schedule VI of the Companies Act 1 956 so far as they are
applicable thereto
Copies of Balance
Sheet and report to
be posted to all
members:
147. A copy of every such account and balance sheet duly
audited by the Auditors of Company together with the
reports of the Directors including agenda thereto, if any.
under Section 217(3) of the Act and the report of the
Auditors shall not be less than 21 days previous to the
date of the meeting at which they are to be laid before the
members, be posted to the registered address of every
member and also the Auditors in the manner in which
notices are hereinafter directed to be served
Appointment of
first auditors:
148. The first Auditor or Auditors of the Company shall be
appointed by the Board within one month of the date of
Registration of the Company and his or their
remuneration will he fixed by the Board. Such first
Auditor, or Auditors shall hold office until the conclusion
of the First Annual General Meeting of the Company.
Appointment and
remuneration of
auditors :
149. The Members of the Company shall at every Annual
General Meeting appoint an Auditor or Auditors to hold
office until the next Annual General Meeting and fix his
or their remuneration.
Power to fill up
Casual Vacancy in
150. The Directors may fill up any casual vacancy in the office
of an Auditor. The Auditor so appointed to the casual
INFORMATION MEMORANDUM
Page 121
SHIVALIK RASAYAN LIMITED
the office of
auditors:
vacancy shall hold office only until the next Annual
General Meeting of the Company a, aforesaid. But while
such vacancy continues. the co-Auditors or Auditors (if
any) shall continue to act as Auditor or Auditors of the
Company till the next Annual General Meeting of the
Company
Regulations
regarding
appointment of an
auditor other than a
retiring auditor:
151. A person other than a retiring Auditor shall not be
capable of being appointed Auditor at an General
Meeting unless special notice of an intention to propose
some other person to the office of Auditor or to provide
expressly that the retiring Auditor shall not be
reappointed, has been given Company. The Company
shall forthwith send a copy of such notice to the retiring
Audit and shall go notice thereof to the members not less
than seven days before the meeting.
Power and duties of
auditors:
152. 1. Every Auditor of the Company shall have a right of
access at all tunes to the books and accounts and
vouchers of the Company, whether kept at the head office
of the Company or elsewhere, and shall be entitled to
require form the officers of the Company such
information and explanations as the Auditor may think
necessary for the performance of his duties as Auditor.
2. The Auditors shall make a report to the members of
the Company on the accounts examined by them, and on
every Balance sheet and profit and loss account and on
every other document declared by the Act to be part or
annexed to the balance sheet or profit and loss account
INFORMATION MEMORANDUM
Page 122
SHIVALIK RASAYAN LIMITED
which are laid before the Company in general meeting
during his tenure of office, and the report shall be in
conformity with the provision of Section 227 of the
Companies Act and the rules made their under.
Auditor's right to
receive notice and
to attend any
general meeting:
153. The Auditors of the Company shall be entitled to receive
notice and to attend any General Meeting of the
Company and to be heard on any part of business which
concerns them as Auditors.
Mode of service of
notice:
154. a) A Notice may be given to the company to any member
either personally or by sending it by post to him to his
registered address or if he has no registered address in
India to the address if any within India supplied by him
to the Company for the giving of notice to him.
b) Where a notice is sent by post, service of the notice
shall be deemed to be effected by properly addressing,
preparing and posting a letter containing the notice, and
unless the contrary is proved at the expiration of forty
eight hours after the letter containing the same is posted.
Mode of service of
notice to members
having no
registered address
155. If a member has no registered address in India for giving
of notice to him it notice addressed to hurt and advertised
in a newspaper circulating in the neighborhood of the
registered office of the Company shall be deemed to be
duly given to him on the day on which the advertisement
appears.
INFORMATION MEMORANDUM
Page 123
SHIVALIK RASAYAN LIMITED
Notice to person
entitled to the
shares on death etc.
of a member:
156. A notice may be given by the Company to the persons
entitled to a share in consequence of death or insolvency
of a member by sending it through the post in a prepaid
letter addressed to them by name or by the title or
representative of the deceased, or assignee of the
insolvent or by any like description, at the address (if any
in India supplied by giving notice in any manner in
which the same might have been given if the death or
insolvency has not occurred.
Notice of general
meeting to
Members:
157. Notice of every General meeting shall be given in the
same manner herein before authorized (a)to
every member of the Company except those members,
who having no registered address within India, have not
supplied to the Company an address within India for the
giving of notice to them and also to (b) every person
entitled to a share in consequence of the death or
insolvency of a member. who but for his; death or
insolvency would be entitled to receive notice of the
meeting
Indemnity : 158. Subject to the provisions of the Act, the Directors and
other officers for the time being, of the Company and the
trustee (if any) for the time being acting in relation to any
of the affairs of the Company and every one of them and
everyone of their heirs, executors and administrators,
shall be indemnified and secured harmless out of the
assets and profits of the Company from and against all
actions, costs, charges, loses, damages, expense, which
INFORMATION MEMORANDUM
Page 124
SHIVALIK RASAYAN LIMITED
they or any one of them, their executors or administrators
shall or may incur or sustain by reason of any act done,
concurred in or omitted in the execution of their duty or
supposed duty in their respective offices or trusts except
such (if any) as they may incur or sustain through or by
their own willful negligence and default or the others of
them, or for joining in any receipt for the sake of
conformity with any bankers of other persons with whom
any money or effects belonging to the Company shall or
may be lodged or deposited for safe custody, or for the
insufficiency or deficiency of any security upon which
any money of or belonging to the Company shall be
placed or invested or for any other loss, misfortune or
damage which may happen in the execution of their
respective offices or trusts or in relation thereto except
those items as shall happen by or through their own
willful neglect or default.
SECRECY CLAUSES
Power To Enforce
Secrecy:
159. Every Director, Manager, Auditor, Trustee, Member of
the Committee of Directors Officers Agent, Accountant or
other person employed in the Business of the Company
shall if so required by the Board before entering upon his
duties. sign a declaration pledging himself to observe
strict secrecy respecting all transactions of the Company
with customers and others and shall by such declaration
pledge himself not to reveal any of the matters which
may come to his knowledge in the discharge of his duties
except which required to do so by the Board or by a court
of law or by the person to whom such matters relate and
INFORMATION MEMORANDUM
Page 125
SHIVALIK RASAYAN LIMITED
except so far as may be necessary in order to comply with
any of the provisions contained in these presents.
Members' right to
enter upon property
and discovery of
information
restricted:
160. No member shall be entitled to enter upon the property
of the Company or to require discovery of or any
information respecting any details of the Company's
trading or any matter which is or may be in the nature of
a trade secret mystery of trade or secret process or which
may relate to the conduct of the business of the Company
and which in the opinion of the Board it will he
inexpedient in the interest of the company to
communicate to the public.
WINDING UP
Distribution of
assets in case of
winding up:
161. if the Company shall be would up and the assets
available for the distribution among the members shall be
insufficient to repay the whole of the pain up capital,
such assets shall be distributed so that as nearly as may
be, the losses shall be borne by the members in
proportion to the capital paid up or which ought to have
been paid at the commencement of the winding up on the
shares held by them respectively. And if in a winding up
the assets available for distribution among the members
shall be more than sufficient to repay the whole of the
capital paid up at the commencement of the winding up,
the excess shall be distributed amongst the members in
proportion to the capital paid up at the commencement of
the winding up or credited as paid up on the shares held
by them respectively. But this clause is to be without
prejudice to the rights of the holders of shares issued
INFORMATION MEMORANDUM
Page 126
SHIVALIK RASAYAN LIMITED
upon special terms and conditions
Distribution of
assets in species:
162. If the Company shall be would up voluntarily or
otherwise. the liquidators may with the sanction of a
special resolution of the Company divide among the
contributories in specie of kind any part of the assets of
the Company and may in like manner vest any part of the
assets of the Company in trustees upon such terms for the
benefit of the contributories or any of them, as the
liquidators, with the like sanction shall think fit.
IX. DECLARATION
All relevant provisions of the Companies Act, 1956, and the guidelines issued by the
Government of India or the regulations issued by Securities and Exchange Board of
India, applicable, as the case may be, have been complied with and no statement
made in this Information Memorandum is contrary to the provisions of the
Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or the
rules made or guidelines or regulations issued there under, as the case may be, and
that all approvals and permissions required to carry on the business of our Company
have been obtained, are currently valid and have been complied with. We further
certify that all the statements in this Information Memorandum are true and correct.
For Shivalik Rasayan Limited
Sd/-
Suresh Kumar Singh
Managing Director
DIN: 00318015
Date: April 10, 2015
Place: New Delhi