information memorandum · presentation of financial, ... sebi act securities and exchange board...

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INFORMATION MEMORANDUM

OF

SHALINI HOLDINGS LIMITED

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INFORMA1'ION MEMORANDUM Dated: 31.07.2015

SHALINI HOLDINGS LIMITED Shalini Holdings Limited was incorporated on May 25, 1985 under the Companies Act. 1956 as a Public Limited Company,

under the Registrar of Companies - Delhi & Haryana. The company got its Certificate 1r Commencement of Business on

June 1 8 198. Thc Corporate Identification Number (CIN) ofthe Company is L65929D1J 9SSPI £021037. For other details

ofour company. sec the section GcneraI Information". Rcíistered and CorporateOfflee: 2127-28. Block- K, Cali No.- 58. Naiwala, Gurdwara Road. 3rd Floor.

Karol Bagh. New DelhI - I 10005 Contact Person: Ms. Pooja Mittal

Telephone: 01 I-45769176 - F: tuait ID:shaliiìihoIdingsCgmaiLcom

Website: www.shaliniholdings.in _________

INFORMATION MEMORANDUM FOR LISTING OF 12,748,000 EQUITY SHARES

OF RS.1O/-EACH FULLY PAID UP

- nvestmentin equity and equity-relaied securities involve a degree of risk and investors should noi invest ill the equity shares

of Shalini Holdings Limited unless they can afford to take the risk ot'losing their investment. Investors are advised to read the

- Rik Factors carefully before taking an investment decision in the shares of Shalini Holdings Limited. For taking an

investment decision. investors must rely on their own examination ofthe Company including the risks involved.

Shalini Holdings. Limited having made all reasonable inquiries, accepts responsibilities for, and confirms that this Information

Memorandum contains all information with regard to Shalini Holdings Limited. which are material, and that the information

contained ¡n this Information Memorandum are true and correct in all material aspects and are not misleading in any - material respect. that the opiiions and intentions expressed herein are honestly held and that there are no other facts. the

omission ofwhich makes this Information Memorandum as a whole or any olsucli information or the expression ofany such

opinions or intentions misleading in any material respect.

- The Equity Shares of Shalini Holdings Limited which is listed on the DeihiStock Exchange Limited which has been

- derecognized by SEBI VIDE CIRCULAR NO.WTMIPS/45/MRD/DSAINOV/20l4 dated 19th November, 2014. the company

is listed in Ahmedabad Stock Fxchange Ltd. and are proposed to be listed and traded on Bombay Stock Exchange Limited.

13 1 ( SI I ARE SERViCES PRIVATF LIMITED I1cR1 0111cc : E-2 & 3. Ansa Industrial Estate, Saki-Vihar Road. Sakinaka, Andhcri(F), Munibai - 400 072

Delhi Branch Office : 4E./8. First Floor, ihandewalan Extension. New Delhi-I 10055

Contact I&i-ou : Mr. Prem Kumar Tel. No. : i) i 1-23522373 Fa No.: 011-23522373 Eniail id:

Contact Person: Mr. Vishnu Agarwal G R)( GRETEX CORPORATE SERVICES PRIVATE LIMITED 19-B. B. B. Ganguly Street. 2" Floor. Kolkata- 700012 PhoneNo.: i-91 9836821999 l'de-Fax: 033-22369295 v bsite: www.gretexgroup.com

Disclaimer: 'This Information Memorandum is not a prospectus, abridged prospectus neither an offer document

imr its intention is to solicit any subscription or investment in the Company. This ¡s only for general information of

tite readers. Gretex Corporate Services Private Lmited ("Gretex") has collected and compiled information from the

Company's Management and lias not performed any diligence. Gretex d t take any responsibility for the

correctness of the statements made or opinions expressed or any other,, ent;oiied iii this Information

Memorandum," If.' 1I-: -i -' -



¡

L DEFINITIONS AND ABBREVIATIONS 3-5

II. GENERAL 6-7

Presentation Of Financial, Industry And Market Data 6

Forward Looking Statements 7

ifi. RJSKFACTORS AND MANAGEMENT PERCEPTIONS THEREOF 8-9

Iv. 1NUSTRY OVERVIEW 10-11

V. OUR BUSINESS 12-13

VI. INTRODUCTION 14-40

Summary ofFinancial information 14-16

General Information I 7

Capital Structure I 8-40

VIL OTHER REGULATORY & STATUTORY DISCLOSURES 41-44

vili. ABOUT THE COMPANY 45-56

Our Histoiy and certain Corporate Matters 45-47

4g-52 Our Management

Our Promoters 53-56

Related Party Transactions 56

lx. FINANCIAL INFORMATION 57-73

FinanciaiStaieinents 57

--s:- 5ÜÏSTANDING LTIGATIONS 74-76

XI. LICENSE & GOVERNMENT APPROVALS 77

XII. PURPOSE OF LISTING 78-79

XIII. OTHER INFORMATION 80-81

Material Contracts And Documents For Inspection 80

Declaration 81



- DEFINITIONS

- This Information Memorandum uses certain definitions and abbreviations, which unless the context indicates or implies otherwise, have the meanings as provided below. Reference to any legislation/s. act/s or regulation/s shall be to such tegislationìs, actes or regulation/s. as amended from time to time.

Company Relatcd terms

"The Company' or "Shalini" or "Shalini

PJ'ru1fl[$x Shalini Holdings Limited having its Registered Office at 2127-

Holdings" or "SHL" or 'we" 28, Block- K, Gall No.- 58, Naiwala, (Jurdwara Road, 3rd Floor, Or "us" or "our" Karol Bagh, New Delhi - I 0005

AOA/Articles/A.rticles of Association Article of Association ofthe Company, as amended from time to time, unless the context othervise specifies.

Auditorsl Statutory Auditors The Statutory Auditors of the Company. MIS. A A S G & Co. (FRN - 5 1 8399), Chartered Accountants.

ASEL Ahmedabad Stock Exchange Limited Banker(s) to the Company The Bankers of the Company, SBBJ Bank

Board of Directors/Board/Directors The Board of Directors of the Company or a committee Constituted thcreof unless the context otherwise specifies.

iE/ Bombay Stock Exchange Limited BSE Limited.

Company Secretary/Compliance Officer Ms. Pooja Mittal

Director(s) The Director(s) ofthe Company, unless otherwise specified. DSE Delhi Stock Exchange Linited Equity Shares Equity shares of the Company of face value of Rs. I O each fully

paid up, unless otherwise specified in the context thereof.

This document as filed with the Stock Exchange is known as Information Memorandum and referred to as the Information Memorandum. The officers vested with executive powers and the officers at the

___________________________ - __________ Key Managerial Personnel

level immediately below the board of directors of the issuer and include any other person whom the issuer may declare as key management personnel, in temis of Regulation 2( l)(s) of the SERI ICDR Regtions. The Memorandum of Association of Shalini Holdings Limited

_______ - _____ Memorandum' MCflOIUdUm of AsociatìoniMOA Promoters Includes SUCh persons and entities constituting our promoters in

________________________________________ terms of Regulation 2 ( I )(za) ofthe SEBI ICDR Regulations. Promoter Group Includes such persons and entities constituting our promoter

group in terms of Regulation 2 (1 )(zb) of' the SEBI ICDR Regulations.

_____________________________________________

Registered Office The Registered office of the Company at 2 27-28. Block- K, Gall No.- 58. Naiwala, Gurdwara Road. 3rd Floor, Karol Bagh, New Delhi - 1 10005 _________________________________

Registrar! Registrar &Share Transkr Agent/RTA

The Registrar & Share T gent of the Company. Bigshare Services Private

,dtIii..:i/L

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I isti n I&cIa (('(1 I u rius

Allotment

Allottees

Banker(s) to the Company

Equity Listing Agreements

Equity Shareholder(s)

Registrar & Share Transfer Agent

ABBREVIATIONS

The allotment ofEquity Shares pursuant to earlier issues.

Persons to whom Equity Shares of our Company were issued

pursuant to earlier issues.

SBBJ Bank

l'he listing agreements entered into hctveen our Coiìipaiìy and the

Stock Exchanges.

Holder(s) of Equity Shares of our Company as on the date of filling this Information Memorandum.

[igshare Services Private Limited

_I_1

'Rs. or Rupees or 1NR ' ifidian Rupee

Actor Companies Act The Companies Act, I 956. and The Companies Act, 2013, as

amended from time to time.

AGM Annual General Meeting.

AS Accounting Standards issued by the Institute of Chartered Accountants of India.

RSE Bombay Stock Exchange Limited

AY Assessment Year.

81FR Board for Industrial and Financial Reconstruction.

CG Central Government.

CIN Corporate Identification Number

CDSL Central Depository Services (India) Limited

Central Government The Central Government of India

Companies Act Companies Act . I 956 and Companies Act . 20 I 3

Depositories NSDL and CDSL

Depositories Act A depository registered with the SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996

DIN

DP/ID

Directors Identileation Number

[)epository Participant Identity

DP/ Depository Participant A depository participant as defined under the Depositories Act, 1996

DSE Delhi Stock Exchange Limited

EB1TDA Earnings Before Interest, Tax, Depreciation and Amortization

13GM Extraordinary General Meeting

EPS Earnings Per Equity Share IN ii- Empbyees' Stock Option Scheme PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor


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Financial year/fiscaUFY Period of twelve months ended March 3 1 of that particular year, unless otherwise stated

Foreign Direct Investment FDI

GDP Gross Domestic Product

Hindu Undivided Family ______

TheIncotne-taxAct,I96ias a mended from time to time.

except as stated otherwise

HUF

IT Act

Indian GAAP

__ Generally Accepted Accounting Principles in India IPO

____________________________ Initial Public Offer ISo International Organitation for Standardization 1SIN International Securities Identification Number NA Not Applicable NAV Net Asset Value being paid up equity share capital plus free

reserves (excluding reserves created out of revaluation) less deferred expenditure not written off (including miscellaneous expenses not written off) and debit balance of Profit and Loss account, divided by number of issued Equity Shares

NSDL National_SecuritiesDepository_Limited per annum p.a.

PIE Ratio Price/Earnings Ratio PAN Permanent Account Number allotted under the Income Tax

Act1196l

PAT Profit aller tax PBT Profit before tax RB! Reserve Bank of India RB.I Act The ReserveBank ofindia Act. l934as amended ROC Registrar of Companies, Delhi & Haryana RSE Regional Stock Exchange SCORES SEBI Complaints Redress System SEW The Securities and Exchange Board of India constituted

under the SFIBI Act, i 992, as amended from time to time

SEBI Act Securities and Exchange Board oflndia Act 1992, as amended from time tO time

SWOT Strength, Weakness, Opportunities and Threats of ih

Compan' State Government _____________________________________________

The government ofa state oftlic Union of India Takeover Regulations Securities and Exchange Board of India (Substantial

Acquisition of Shares and Takeovers) Regulations. 201 1, as amended

___________________ _______ Unique Identification Number

_____________________________________ ULN



PRESENTATION OF FINANCIALLNDUSTRY &NI) MARKET DATA

-, Certain Conventions

- Unless otherwise specified or the context otherwise requires, all references to "India" in this Information

Memorandum are to the Republic of india, together with its territories and possessions. Unless the context - otherwise requires, all references o the "Company". "wet1, "us" and "our" refers to Shalini Holdings Limited.

- Financial Data

Unless indicated otherwise, the financial data in this Information Memoianduni is derived from the financial

prepared in accordance with the (ìcncrnlly Accepted Accounting Principles in haha ('lndian

GAAP") and the Companies Act. 1956, as amended ("Companies Act") included elsewhere in ilìi

Information Memorandum.

- The financial year commences on April Pand ends on 3l March, so all reíèrcnccs to a particular Imane ¡al

year are to the twelve-month period ended 3l'' March of that year. hie Company 1)uhlislles its financial -

statements in Indian Rupees. In this Information Memorandum, any discrepancies in any table between the

- total and the sums ofthe amounts listed are due to rounding off.

- Currency of Presentation

- All references to "Rupees" or INR" are to ludian Rupees. the official currency ofthe Republic of India.

Industry and Market Data

- Unless stated otherwise, industry data and the market data used throughout this Information Memorandum

- have been obtained from industry publications. websites and other authenticated published data. Industry

publications generally state that the information contained in those publications has been obtained from

- sources believed to be reliable but that their accuracy and completeness are not guaranteed and their

reliability cannot be assured. Although. the Company believes that industry data used in this Information - Memorandum is reliable, it has not been independently verified. Similarly, internal company reports, while

- believed by us to be reliable, have not been verified by ally independent sources.

- The extent to which the market and industry data used in luis Information Memorandum i nlcanillgful

depends on the readers familiarity with the understanding ofilie methodologies used in compiling stich data. - There are no standard valuation niethodologies or accounting policies in the said industry in India and

methodologies and assumptions may vary widely among different industly sources.

r3:



FORWA RI) LO()KIISG STATFM FINTS

This nforrnation Memorandum contains certain words or phrases. including, "wiII, "aim". 'wiII likely result", beIieve". 'expect". bwiIl continue". 'anticipate". estimate", 'Intend", "plan", "contemplate". "seek to", "future", "would", "objective". "goal". project", "shoiid". '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 fi-orn those contemplated by the relevant forward-looking

- statement.

AH forward looking statements are subject to risks. uncertainties and assumptions that could cause actual results Lo differ materially from those contemplated by the relevant forward looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others: -

. General economic and business conditions iii India and other countries. -

Our ability to successfully implement our strategy, our growth and expansion, our exposure - to maiket risks that have an impact on our business activities or investments.

. i'he changes in monetary and fiscal policies of India, inflation, det1ation unanticipated -

turbulence in interest rates. foreign exchange rates, equity prices or other rates or prices. - s The performance of the financial markets in india and globally, changes in domestic and

foreign laws, regulations and taxes and changes in competition in our industry. -

e Changcs in the value of the Rupee and other currencies. -- . The occurrence of natural disasters or calamities.

. Change in political and social conditions in India.

. The Loss or shutdown ofoperations ofthe Company at aiì tiiìc duc to stk.

. The Loss ofour key employees and Staff. a Our ability to respond to technological changes.

Material Contract

The Company has not entered into any material contract or agreement other than those entered into the ordinary course of business.

Absolute Resxnisibility of Shalini Iloldings Liiuiwd

Slialini 1-loldings Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all inftrmation with regard to the Company, which is material. that the information contained in the Information Memorandum ¡s true and correct in all material aspects and is not misleading in any material respect. that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a vholc or any of such information or the expression of any such opinions are intentions misleadint. in any material respect.



SECTION III - RISK FACTORS AND MANACEMEN'I PFACEPTLONS TJkJÖF

- An investment in Equity Shares involves a high degree of risk. One should carefully consider aU the

¡'iformation ¡n this Information Memorandum, including the risks and uncertainties described bclow, before - making an investment in our Equity Shares. To obtain a complete understanding, this section should be read

in conjunction with the section 'Our Business" as well as the other financial and statistical information -

contained in this Information Memorandum. The risks and uncertainties described ¡n this section are not the

- ank risks and uncertainties we currently face. Additional risks and uncertainties not known to us or the ones

which we currently deem immaterial may also have an adverse effect on our business. financial condition and

- testdts ofoperations. For taking an investment decision. investors must rely on their own exanhlmition of the

Company including the risks involved therein.

Unless otherwise stated, t1c flnancial data used in this section has been derived from our Company's audited financial statements for the financial years ended on March 3 1 . 2015.

- lnternil RkL Faetor

- i. Coinpan' success sig,iiJicanlly depei:ds on its !:w:ageInent (1,1(1 operaiioi:al learns am! other skilled

professio,nitc. JIlt/ails' to retain, ,:otivale afl(Uo, ui/rad stiel; personnel, its business may be unable lo - grow (117(1 ¡t.c re't'nzie.s C()Ul(l decline, which nu:i' decrease the value ofour Equity Shares

Company is dependent on the senior members of its management and operational team kw its continued

success and growth. its success depends on its ability to attract. train. motivate and retain liihly skilled

professionals. II it cannot hire and retain the qualified personnel, its ability to continuc to expand may be

impaired and its revenues could (lee hue.

2. Ve 1U(Ij' reqiire (I(l(lilio!z(II/l!uts to .satif' our (YI/)it(II iteeils, itliieIi ???(!' 1101 tibIe lo ¡roe,ire

We may need to raise additional capital from time to time, which we may not able to procure. The Company -

may not be able to raise adequate funds on attractive terms and conditions which could have an adverse

- .

effect on our results of operations.

- 3. A vai/abiliti' (1f Fi,,a,we

- Availability of credit or finance is a inor factor which can have a direct impact on the performance of our company. Tightening ofcredit norms by the Financer can have an adverse effect on the sale performance of our company.

4. !f"L'Jact' i!l1e1ls(' U)ÍFZJU'li(iOIl ¡H our busine.s.ses, ,,'/,ic/, naiv Ii,iill oiu 'roRIII (II1LI/ù(IIFL' pr(;sJ)ec1s

Our Company faces significant competition in the businesses that we are involved in. In particular, we - compete with other finance companies, both in India and abroad; and public and private sector commercial

banks operating in the markets in which we are present. In recent years, large international banks have also

entered these markets. For further details. please sec the paragraph titled "Competition", as contained in the chapter titled "Business Overview", we compete on the basis of a number of factors, including execution, depth of product and service offerings, innovation, reputation and price. Our competitors may have

- advantages over US, including, but not limited to:

- I . Substantially greater financial resources; 2. Longer operating histoiy than ¡n certain ofour businesses;

- 3. Greater brand recognition among consumers; 4. Larger customer hases in and outside India; or

-.. More diversified operations which allow profits from certain operations tq pOrt otileN WillI lower

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External Risk Factors

I. Tax rafes applicable lo Our Company may increase and may have w: adverse impact on our business

Any ¡ucrease in the tax rates may have an adverse impact on our business and results of operations and we can provide no assurance as to the extent ofthe impact ofsuch changes.

2. We are .siIb/L'et lo fluieti«itioits in iiiIere.st rates aiul otIu.'r I?IarIe( risAs, which iiia ,,,atcru,IIv ai:d adverse/ (lj/e('l OlIrfiFl(Ifl( ial coIldiU(nI ai,1 rtuIis of o/uJruhion.s

Our business substantially depends on interest income from operations. Market risk rekrs to the probability of variations in our interest income or in the market value of our assets and liabilities due to interest rate volatility. Changes in interest rates affect our interest income and the volume of loans we issue. Increases in short-term interest rates could increase our cost of borrowing and adversely affect our profitability. When interest rates rise, we must pay higher interest on our borrowings while interest earned on our assets does not rise as quickly because our loans aie issued at fixed interest rates. Interest rate increases could result in adverse changes ¡n our interest income. reducing our growth rate and the value ofour financial assLs.

The market value of a security with a fixed interest rate generally decreases when the prevailing interest rates rise, 'hic) may hac an adverse effect on our earnings and financial condition. lii addition, we may incur costs (which, in turn, vill impact our results) as we implement strategies to reduce future interest rate exposure. The market value of an obligation with a floating interest rate can be adversely affected when interest rates increase. Increases in intei-est rates may reduce gains or require us to record losses on sales of Qur loans and, as a result. adversely affect our financial condition.

3. Changes ¡n Got'ernrnenl Policy

Change ¡n Government Policy, change in interest rates, revision otduty structure, change in tax law. change - in environmental regulation etc. may have an adverse impact on the prolitability of textile business. Due to competitive nature ofihe irtarket. the cost increase due to these changes may be passed on io the customers.

4. LegaI (117(1 ('oizjiliuiice RisA

- We are subject to extensive regulation by SEBI, Stock Exchanges and other Market regulator in India. New

- law/rules and any changes in any law or applìcation of any current law/rule could affect the trianner of (peration and profitability.

5. Terrorist altack and other act of violence

reorist attack or other act of violence of war, including those involving India, United States, United Kingdom or other countries may adversely affect the Indian and worldwide financial market. These acts may result in loss of business confidence and have other business consequences that could adversely affect our business. result of operation and financial condition. Increased volatility in the financial market can have adverse effect on the economies of India and other countries including economic recession.

O. lflcr this fi.sfi,ig, tilt' pria' of i/u' 'quitv ( oi,z/)anv 's equi!)' shares ,iav be volatile, or an adilve trading IuIr/1c'1for !I1(' (iizpa;ii' '.s '(!1iid sfzarc !1l(1F /7(,j (leve/op

I'here is no trading of the shares of the company and there can be no assurance that an active trading market kw equity share will develop or sustained after listing. The Company's share price could be volatile.

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:SEC.fl Iv - INDUSTRY OVERVIEW i

This is only a summary and does noi contaiii ail information thai one should consider before investing in the

Equity Shares offered by the Company. Investors should read 1/lis entire Information Memorandum, including

the injèrniation on the section tilled "Risk Factors ' ofihis Inforniation Memorandum and the seclion tilled

"Financial ?fonio" and related noies of this Information Afe,norandwn before taking any decision io

invesi in the Equiiy Shares offered by the Company.

indian Fconomy

Overview

India's economy is expected to grow at around 5.5 per cent in hc fiscal year to March 2015. II' the tòrecast

materialises, it would mark an improvement from two successive years of below 5 per cent growth. The

Mid-Year economic review projected that 7-8 per cent economic growth was "within reacht' in the coming

years and said inflation has fallen dramatically and that declining oil prices will help n containing CAD at

around 2 per cent of GDP.

The 'Mid-Year Economic Analysis 2014-15' tabled in Parliament also assumed that the Reserve Bank would

maintain status-quo in the interest rate till March 201 5 and a stable outlook for rupee. Industry has been

demanding cut in interest rate amid slowing industrial production.

"Investment is yet to pick LL significantly. But on the upside inflation has come down dramatically...The

year (2014-15) could end with growth around 5.5 per cents" it said.

Ihe (iì[)P gl)wtl1 vas sub-five per cent in the past to financial years.

The review, however painted a rosy growth Irospect in the medium term saying "the trend rate ofgrowth of

about 7-8 per cent should be within reach. With basic 'public good' provision and investment tapping into

cheap labour, India can easily get closer to its growth frontier laying a strong foundation for the long-run".

The review expects the retail inflation (CPI) to be in the range of 5.1-5.8 per cent in the next five quarters.

Referring to fiscal challenges, the review said "the tax base was weaker than expected thanks to

unanticipated moderation in inflation" and the revenue projections were "over-optimistic". "The budget was

unduly burdened by a legacy ofcarried over expenditure," it added.

()nkk 1t1(I IisIs

A decisive election mandate has provided the new government the ability to address the current issues libre

effectively. GDP growth in 2014-15 most certainly has an upside from where we stand today. According to

CRISII. Research, GDP growth can rise to 5.5% this fiscal, as a result of industrial pick-up due to higher

exports and domestic investment. The IMF estimates global output to rise to 3.Ó°/o ill 2014 and 3.9% in 2015

from 3% in 2013. and this will aid India's export growth.



Ludian CJDP growth-past trend and outlook

In liidia. a pick-up in growth will be aided by industrial pick-up due to higher cxports and domestic

investment. Several small steps announced by the government to improve the ease of doing business, are

lifing investor sentiment - results of business confidence surveys are proof of that. Speedier

implementation of stalled projects and gradual easing of mining bans will help further. We also expect

some rebound in services growth, especially in sectors such as trade, transport and banking in 2014-15, led

by a rise in exports (in huTES) as well as a positive rub off from industrial output growth. Easing inflation will also aid a recovery. Overall in the hase case, we expect GDP growth to improve to 5.5% in

5. While agricuhural output growth at 1% will play spoilsport, industry will revive and expand by

- 3.6%. We expect the services sector to grow by 7.3% in 201'l- IS.

The upside to this growth forecast is limited. This is because, even with an improvement in private sector investments due to the recent policy momentum, the benefits will take time to take full effect because of

- the long gestation periods involved and a sharp narrowing of project pipelines. In addition, the financial

sector is not in a position to aggressively bankroll growth unless significant cleansing of their balance --

sheets (especially' infrastructure loans) is undertaken.

On the downside. risks to our forecast include weak monsoons, a failure to debottleneck the economy - (clearing stalled projects and boosting mining) and a slippage in global economic growth. A sub-normal

monsoon is a highly probable risk given the rainfall deficiency of I 8% so far. which will affect agriculture -

GDP growth and stoke inflation.

--

Consumer Price index (CPi) inflation has remained above 9% for the last two fiscals. standing at I 0.2% io2012-13 and 9.5% in 2013-14. This has been driven by higher food inflation. Wholesale price index

(WPI) also represents a similar trend. WPI inflation averaged at 7.4% in 2012-13 and 6% in 2013-14. In a -'- base case scenario, assuming a normal monsoon, WPI inflation ¡s expected to ease to 5% in 2014-15.

- Healthy reservoir levels, owing to good monsoons last year will help agriculture production and hence food

inflation. Moreover, a strong base effect, lagged impact of monetary policy rate hikes and fragile demand

- will all pull down inflation in 2014-15 as compared to previous readings. We expect CPi inflation at 8% average for 20 14-15.

\ .c-,,



L - sECi'ION V - OUR BUSINESS

"Shalini Holdings Limited" was incorporated on May 25, 1 985 under the Companies Act 1956 as a Public

Limited Company, from the Registrar of Companies - Delhi & Haryana. The company got its Certificate

of Commencement on June 18. 1985.The Corporate Identification Number (CIN) of the Company is

- L65929DL1985PLCO21037.We are headquartered at 2127-28, Block- K, Gali No.- 58, Naiwala, Ourdwara

Road, 3rd Floor, Karol Bagh. New Delhi - i 10005.

Our Company is listed on Delhi Stock Exchange Limited (DSE) and Ahmedabad Stock Exchange Limited

(ASEL).lts objective is to provide our clients a wide spectrum of products and services and it is a key

player for providing opporiunities in sectors where it operates. The foremost object of our company is to

meet the expectation ofour investors by providing them the timely services.

Slialini Holdings Limited is merely engaged iii the business of sale and purchase of textiles and clothing

materials. The investors of the company are well pleased with the services of the company and expecting

more diversification and resourceful services in the near future.

- OUR COM1'ETITIVE STREN(;TFl

-. . A(IaflCetl technology systems an(l estLl)lishc(l l)EOCCSSCS

Our Company has put in place well defined and efficient process that enables us to achieve unilòrmity

in our operations across all our branches. Our processes are developed at the corporate office level by

professionals who have extensive experience in the areas of banking and financial services with

supervision from our management. Well defined processes and an efficient technology platform.

enables us to keep a better check over our entire branch netork and helps us in detecting

shortcomings.

We believe that our advanced technology systems and established processes cimble us to respond to

market opportunities and challenges swiftly, improve the quality of service to our customers and

i inprove our risk management capabilities.

e Experienced management team and skilled personnel

- Our Company has a team of able and experienced professionals with ability to actively manage

funding operations. This coupled with proven promoter track record allows the Company to rapidly

grow its client portfolìo and business.

I K nuwle(lge of Multiple Financing Options

The knowledge and an independent view on the array of financing options available, provide us an

important competitive advantage. We assist our clients throughout the exercise by being there at every

stage, identify the pioblcms and recommend & implement solutions that deliver measurable results.

. I ong-tenu rehìtionshi1)s:

To realize the potential in most companies, a long-terni perspective is necessary, especially when the

ambition is to achieve sustainable growth. We work on the basis of creating long-term relationships

with our clients and our (cani work closely with them to understand tlie and long-term goals. We help oui clients in ihLir entire giowth trajectory PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor


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s I nvcstmcnt FOCUS -

We have a proven track record of identifying and making good investments. The investment process - is highly flexibk. We are able to take a case from initial discussions to invested funds in a very short

time. We are able to react to an opportunity when it is presented. Our Company also receives - investment ideas from our network. from different intermediaries in various markets and directly

- from target companies.

- 0E: R B1IS1NISS STR ATE(;Y

I Increase the number of Cliciit Relationships:

We are focused on increasing the number of client relationships and having more inimber of -

relationship managers to service these relationships. Our strategy is to increase the number of client

- relationships and then leverage those client relationships into offering ¡n a whole suite of financial

products. During downturn of the markets we believe that increased number of client relationships will add stability to our earnings. As a part ofthis we also plan to strengthen our sales team to bring in

new client relationships to leverage our existing group offerings.

- V' Offer Diversified Financial Products & Services:

- Our Company offers to our clients a wide range of financial services and products allowing the clients

to leverage their relationship with us and get products suiting their varied needs. This strategy allows -

us to gain "share of wallet" of the clients' consumption of fliiancial services. We offer to the client a comprehensive product offering and are able to increase our revenues per client by selling different

products to the same client.

b" Active Itivesitnent:

lt is our belief that an active management role is a more effective route to reducing risk than

diversifying investment over a range ofdifferent projects. We plan to make relatively small number of investments on their own specific merits, rather than hold a larger number of stakes as part of a

portfolio diversification strategy.

V, [ titules SL lnfrìstrtic(ti re Ftcililies

We require computers and laptops for our data ptepìratin work. Our registered office is equipped ith latest computer systems, relevant sofìwar&s, uninterrupted power supply, internet connectivity,

security and other facilities, which are required for our business operations to function smoothly.

( Risk Nianagenient & Categorization Policy

In order to address the risks that are inhereni to our business we have developvd a risk management

architecture that includes a internal audit department, vigilance department and a risk management

department. Our Risk Management Department, which is led by one of our l)irectors oversees our risk management policies, which help us to identify measure, monitor and mitigate the various risks

that we face in our businesses. - t,: '



i

I- [i&'I t Wts)flhf1

su MMARY OF FI NANCIAL INFORMATION

The following table provides a summary of financial information derived from the financial

statements as ofand for the financial years ended on 3l March, 2Ol5 2014, 2013, 2012 and 2011. These

financial statements have been prepared in accordance with the Indian GAAP and the Companies Act, 1956.

The summary of financial information presented below should be read in conjunction with the financial

statements, the notes and annexure thereto provided with this information memorandum.

STA TEMENT OFAS'SETS ,IND LIABILITiES (Fie. Rs.)

-- -

. _ Share Capital

-

[l1;b

127,480,000 '

4J1!

127,480,000 '

111K 111)

127,480,000 127,480,000

DII

127,480,000

Reserve & Surplus 1,1 l7.21754I 1,1 16,527.100 1,1 15S13,562 1,1 16.305,529.20 1,116,290,236.64

Total Shareholders fund 1,244,691,541 1,244,007,100 l,243,293,62 1,243,785,529.20 1,243,770,236.64

Current Liabilities

Short-terni Provisions 191.674 I1S.965 - 6,840 -

Other Curreni Liabilities 6.742 4.494 4.494 132.81 I 145,316

Total Current Liabilities 198,416 140,459 4,494 139,651 145,316

AND 1,244,895,957 1 244,! 47359 i 243,298,056 1,243,925, I 80.20 1,243,915,552.64

Non-current assets

Non-Current Investment I ,23&982,000 I ,238.9g2.000 I .238.982.000 1 .237,572,500 1,074,724.772.75

Long-term Loans and Advances 2,704, I 74 2,827.965 2,692,000 3.704,000 I 50,840,428

Other Non Current Assets 453,158 - - 39,100 78,200

Total Non-current assets 1,242,139,332 1,241,809,965 1,241,674,000 1,241,315,600 1,225,643,400.75

Current Assets

Share applications Money Paid - - - - -

Trade Rcceivahles - - - - 2,420,814.25

StockinTrade 438,104 810450 - - -

Cash & Cash Equivalents 2.3 I 8,52 I I .073,986 1 . I 70,898 2, I 43.268.20 12,885,025.64

Short-term Loans & Advances - 453, 158 453.l58 466.3 12 2,966,312

Total Current Assets 2,756,625 2,337,594 I 624,056 2,609,580.20 18,272,151.89

TOTAL ASSETS 1,244,895,957 1,244,147,559 1,243,298,056 1,243,925,l80,20 1,243,915,552.64

-

y



STA TEMENT OF PRO/I i. I \I) LOSS i ('COLVT

(Fig.' Rs.)

LT4IJIFITI VTl?IlF;1

.

i:iii. 111! 3W 1IIp;I 1 _____ !

! I

I HC()IIIC

1i'ome from Operations 34.16O,O5.00 1,320.800,00 25.500.00 - 627950.00

()the: Inconi - - - 584.906.00 80,088.00

TotiI 3.tl60,O5.00 1,320,800.00 25OO.00 584906.00 708,038.00

Exptiiditure_______________ _________________ ________________

Cost ofirading Goods 3 1,212,140.00 _______________

1,320.800.00 _________________

- - -

Change in Stock In Trade 372.346.00 (810.450.00) - - -

Employee Benefits Expenses - - 2 I 4, 1 85.00 242,54 1 .00 82,64 1 .00

1)epreciation and

.'niortization Expense 39,100.00

______________ 39,100.00

______________ 39,100.00

______________

Other Expenses

_____________

I 569,663.00

_____________

96,912.00 253,648.00 28 , 132.44 780.074.26

Total 33,1 54, 1 49.00 607,262.00 506933.00 562,773.44 9() I L i 5.26

Profit Before tax 1,005,906.00 713,538.00 (481,433.00) 22,132.56 (193777.26)

Less: Tax Expense ______________ ______________ ______________ Current 'lax

_____________ 3 1 5465.O0

____________ I 35,965.00 - 6,840.00 _______________

MAlCrcditEntìtlement - (135,965.00) - - -

Earlier Years TCLX (Excess

Provision W/off) 10.534.00 -

______________ ).S50.00

______________

Short and Excess Account

_____________

-

____________

-

______________

- -

-

-

Dcfcrrcd Tax - - - -

TotalTax Expenses 315,165.00 - 10.534.00 6,840.00 ______________

l'rotit Aller Tax 690.441.00 7 13,538.00 (491 967.00) I 5,292.56 ( I 83,927.26)

Earnings Per Share

Easic 0.05 0.06 (0.04) 0.001 0.01

Diluted 0.05 0.06 (0.04) 0.00l 0.01

1g fl)G.k



(Fig.' Rs.)

CASH FLOW FROM OPERATING ACTIVITIES: _____________ _____________ ____________

Net profitlos.sbcforc tax

______________ 1O.O5.9O6OO

____________ 71,538.00 (491,967.00) 22.132.56 (19,,77726)

Adjustment for:

Preliminary Expenditure Writtefl 39 00.00 39. 1 00.00 39. 100.00 Off___________________________ _________________________ _______________________

Provision for taxation _______________________

Itovision fòr FBI _________________ ________________

Operating Cash flows before Ø()59(()( 713538.00 (452,867.00) 61,232.56 (184.$27.26) working Capital changes _________________ _______________

- Changes in Working Capital:

__________________ _______________ ________________

________________ _______________ - (Decrease)Jlncrease in Currcnt

_________________

3.72.346.00

______________

(810,450.00)

_______________

13.154.00 2,420.S14.25 -

Asscts___________________ _________________ __________________ _________________ Increase! (Decrease) in Long-

-).. 79 I

.

________________

Term Loans and Advances _________________ _______________ lncreasef(Dccrease) in Current ,

'48 (135.157.00) (12.505.00: ( LÚ$S,431 .3O: -

I labilhties ,

Increase/Decrease in Provision (135 96.oO)

IbrTaxation _________________ ________________ -. Cash generated from Operating

___________________

36242000

________________

(s145ti.00

_________________

(574,870.00) 2,469,541.81 (L73,258.5ó) Activities______________________ _____________________ ___________________

- Direct Tax Paid 1,23,791.00

___________________

-

____________________

- - (30,150.00)

- Net cash generated from /(used 1'44535(Ì() (96.91 2.111)) (5'74.S70.00) 2,469,541.81 (1903,40.56)

in) operating activities ___________________ _________________ - CASH FlOWS FROM

____________________ _________________ __________________

INVESTING ACTlV1T1FS: ___________ - PLlrchaselSate oflnvestnient

_____________ -

___________ -

____________ (1,159,500.00)

____________ (I62,847727.25) 3,186,740.00

-. Advance Against properties - - -

loans & Advances Given - - - - -

- Share Application RECEIVED - - - - -

- Net cash used in investing (1,159,500.00) (162.847727.25) 3,186740.00

activities_IBI _____________________ ______________________ ____________________

CASI-I FU)WS FROM ________________________ ____________________

FIANCIG_.\CTI\ITIFIS: ________________ ________________ ______________ -

Receipt Against Loans & _________________ ______________

762,000.00 147,136,428.00 -

advancesGiven_______________ .

Loans And Advances Given -

_____________ - -

______________ _____________ - - . 93' 496 00)

Receipt Against Share 2,500,000,00 14,000,000,00

Application Money Paid _______________ -. Net cash generated from I (used

__________________ _______________ ________________

762.000.00

_________________

149,636,428.00 11,067,504.00 in) financing activities ________________

Net increase/(deerease) in cash

___________________

, S30() ' ' '

________________

(96,912.00)

_________________

(972,370.00)

_________________

(10,741,757.44) 12,380,985.44 and cash equivalents IA+B+CI

- Cash and cash equivalenisat the 73.96.0() 70,898.00 2.143,268.00 12.885.025.64 504,040.20

beginning ofthe year I period _________ ________________ _______________ _________________ ______________ Cash 1fl(I cash equivalents at

23 18 5'l 1,073,986.00 1,170,898,00 2,143,268.20 12,885,025.64 ' ' the end of the year I period _________________



GENERAL INFORMATION

Mr. Anup Verma

Mr. Deepak Kuniar

S1r t\Ianniolìau

.- Mrs. Roopa Devi Murolia

Managing O6I8748 11181 (1L3 KartarNagar. Delhi-I 10053 Director

Non-Executive 06933359 I 32, Near Mohata Bhawan. Ward No.5,

Director Sri Dungargarh. DisttBikaner-33 I 803, Rajasthan

Non-Executive 06931392 29,Block- Crei, Hill Side Road, Pusa,

Director New Delhi-I 10012

3 198/15 , Gall No. I , 4th Floor, Sangat Rashan, Director 00537349 Pahar (ìanj. New Delhi-I 10055

'..L

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(1PITAL STRUCTURE

Our share capita' as of the date of ihis Inforina1icn MeJwIaudum is set forth below:

BU1k1U1) I I ist()t'\' of Pa ¡(1-II j) ( t

CONVERTIBLE INSTRUMENTS I WARRANTS

The Company has not issued any Convertible instrument including warrants till now.



Shareholding pattern as per clause 35 ofthe Listing Agreement as on 31 March, 2015

Introductory sub-table (l)(a)

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

Partly paid-up shares:- paid-up shares shares shares of the company

1-leid by promoter/promoter group O O O

Held by public O O O

Total-D _ O O O

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

No. of of outstanding assuming full conversion outstanding convertible of the convertible

Outstanding convertible securities:- securities securities securities

Held by promoter/promoter group O O O

Heldbypublic O O O

Total-E O O O

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

As a % of total assuming full conversion Warrants:- No. of warrants no. of warrants of warrants


Heldbypubiic O O O

i:Ì-::-F ji o O

l'otal pai(l-up cai)ital of (he

company, assunhing full 12,748,000 conversion ofwarrants and Shares of

convertible securities Rs. I 0/- each



t -

_.!_ThI .:

i

Tt

I1F4iì .

:

' . Iî&i-

_!-, -------==--= -Î--

-( -rn- - - - EII$

Shareholdrng of Promoter and PromoterGroup2 _________ _________

___1_II

w: ----,-,

__ -

(AI)

______ i Indian

________ _________ ________ ______

(a) Individualsl hindu

Undivided Family IOJóQO O 7.97 7.97 0 0.00

(b) Central Government! State Government(s) (J O - 0.00 0.00 0 0.00 ________

(e) Bodies Corporate 2 2610300 0 20.48 20.48 0 0.00

(d) Financial Institutions! Banks O_______

O

O - 0.00 0 0.00 _______ (e) Any Others(Specify)

O - 0.00 0.00 0 0.00 _______ ____________________

0 28.45 28.45 0 0.00 SubTotal(AX1) 3626300 ______

2 Foreign _________ _________ __________

A Individuals (Non- Residents Individuals! Foreign Individuals)

________

O

__________

O

_________

O

_________

0.00 0.00 0

o

0.00 _______ B Bodies Corporate o o o o.00 o.00 o.00

C institutions _______

Any Others(Specify)

(- o o.00 o.00 o o.00

D ç o o.00 o.00 o o.00 _______

0.00 0 Sub Total(A)(2) -i;--- - O 0.00 0.00

Total Shareholding of

Promoter and

Promoter Croup (A)= (A3(I)+(A)( 6

______

3626300

__________

0

__________

28.45 28.45 0 0.00 _______

Public shaidiolding (B) ______________ _____________ ______________

i Institutions

____________ _______________ ______________ ______________

(a) Mutual Funds! UTI o o o o.00 o.00 o o.00

(b) Financial Institutions Banks O O O 0.00 0.00 0 0.00 _______

(c)

_______

Central Government!

State Government(s) O O o.00 o.00 o o.00

if . rkii I.- I '

r r i



(d) Venture Capital Funds I

o_________

c

o o.00 o.00 o o.00

(e) Insurance Companies

O

o o.00_____ o.00 o o.00

Foreign Institutional Investors O O 0.00 0.00 0 ______ OEQO ______ --

(g) Foreign Venture Capital Investors O O O 0.00 0.00 0 0.00

_______ (h) Any Other (specit') o o o o.00 o.00 o o.00

Sub-Total (B)(1) o o o o.00 o.00 o 0.00

-

B 2 Non-institutions

lÓ.03 (a) BodiesCorporate 15 2O:.47O0 O 16.03 0 0.00

(b) Individuals _____

0.4 I

I

Individuals -i. Individual shareholders holding nonunal share

capital tip to Rs I Iakh

__________

525

__________

52900

___________

0

__________

0.4 1 O

________

___________

0.00

___________ ________ Il ii. Individual

shareholders holding nominal share capital in excess of Rs. I lakh.

______

O

____________

7024 100

__________

0

__________

55.09

___________

55.09

___________

0

__________

0.00

___________ ________ (e) Qualified Foreign

Investor

__________

O

____________

O

__________

O

__________

0.00 0.00 0 0.00 _______ (d)

__________ Any Other (jcity) o o o io o.00 o o.00

Sub-Total(BX2) 510 9121700 0 71.55 71.55 0 0 - -

570 9121700 0 71.55 71.55 (B)

_______

Total Public Sharcholding (B) B)(1)+(B)() 0 0

- l'OTAL (A)4-(B)

liares lieki by

ustodians II1(I agiiIIt vhich Deposilury eceipts have been issued

576 12748000 0 100.00 100.00 0 0

(C)

_______ I

------ Promoter and Promoter Group

_________

o

___________

o

__________

o

__________

o _____

O

_________

o.00 o ______

O

___________

o.00

Sub-Total(C) ________ O

__________ O

_________ O ______

O

________ O

__________ O

______

A CRANDTOTAL (A)+(B)+(C) 576 12748000 100.00 100.00 t) O



Mb) Statement showinif holding olsccurities (incIuidin shares, %arrants

convertible securities) ofpersons beIoniini to the category "Promoter and Promoter Group" _____________ ___________

ET __ ---H L - r-=----::----- - - 4,J.

( :;; _:::i ::--

- - wr-

:1

L ; _

, ____ ::

____ -

, .

Á-Lk__ I (J'!)=

(i) (II) (III) (IV) (L9 'J')/(IJJ) (VII) (I 'II!) (IX) (X) (X!)

loo

Sunshine Capital 14.90 0 C)

______

C) - i

Lunited _______ ______

SriAniarna(h ___________

710,300

________

5.58

_______

2 0

FIflaulc4: lAd. __________ ___________ ________ _________ _________

\'irendra .Jain 254,000

_____________

1.99

_________

0 0 0 0 0 0 0 -

4 Stirendra Kiiiiiar 254,000 1.99 0 0 0 0 0 0 0

- Jatii _____ _____

Pritijain __________

254,000 ________

1.99 _____

0 _______

0

______ 0

______ 0 0 0 0 _____5____

Babita .Jain 254,000 1 .99 0 0 0 0 0 0 0

----

_)_

TOTAL 3626,300 28.44 0 0 0 0 0 0 0

(*) The term "encumbrance" has the same meaning as assigned to it in -

regulation 28(3) ofthe SAST Regnlations 2011

-

(XII)

I 4.90

5.57

I .99

1.99

1.99

i .99

28.44



(l)(c) -

(i) Statement showing holding ofsecurities (incIudin shares warrants convertible securities) ofnersons be$on2ing

- to the cate2orv "Public" and hoIdiII2 more than 1% ofthe totat number of shares

Ir*Nl9IId '11v; 71 -.- I

-

11I)R1ii (.

- .1 i . u:s : P1!I IÏ1P t1ffLT :

--- ---.-------- --- . ísiï:ç1

.

I1ftIP

- _____ -

- i

. - -

:

r

t

.*, s :: :: . p-

i :

.. I. t 1 Ib L ;. -

___ I _ I' , (t

p i

La__ i .

L -

':r. III

___ ; L . - --.----- .---.-------

I . Ajay (iarg .',-- ._______________:_ _- - _:. -'

254,000 1 .9 O 0.00 I

0 L

O.O() I .99

2. Anil Prakash 254OOO I .99 0 0.00 0 0.00 1.99

3. AnupVerma 254,400 2.00 0 0.00 0 0.00 2.00

4. Aquarius Fincap& Credits Pvt.

24,()(K) 199 0 0.00 0 0.00 1.99

5. BaghKothi Iriv. & Finance Pvt.

254O00 1.99 0 0.00 0 0.00 1.99

6. BalbirSingh 254,000 1.99 0 0.00 0 000 1.99

7. Bliarat Bhushan 254000 1.99 0 0.00 0 0.00 1.99

8. BrijeshSinghal 254,000 1.99 0 0.00 0 0.00 1.99

9. Chhagan Lai Sharma 2540OO 1.99 0 0.00 0 0.00 1.99

Io Lovely Kumari 254%000 1.99 0 0.00 0 0.00 1.99

I i Deepak Kumar 239250 1 .88 0 0.00 0 0.00 1.88

I 2 Deepak Tyagi 254,000 .99 0 0.00 0 0.00 1.99

I 3 Deepu Singh 239,650

_I

1 .88 0 0.00 0 0.00 1.88

14 Dinesh Agarwal 254000 I .99 0 O.00 O 0.00 1.99

15 GPN Associates Pvt. Ltd. 254,000 1.99 0 0.00 0 0.00 1.99

i 6 Hum Turn Marketing Pvt. Ltd. 254,000 1 .99 0 0.00 0 000 1.99

i 7 Jal Kishan 254,000 1 .99 0 0.00 0 0.00 I .99

i 8 Kamal Kumar 254000 1 .99 0 0.00 0 0.00 1.99

I 9 Krishan Kumar 254,000 1 .99 0 0.00 0 0.00 1.99

20 Mehak Arora 254,000 [99 0 0.00 0 0.00 1.99

21 Nandi Mercantiles l'vi.. Ltd. 254OOO I .99 0 0.00 0 0.00 I .99

Naveen KLimar 254000 L .99 0 0.00 0 0.00 I .99 - 23 Niraijan Ktimar Sharma 254000 ì.

: O 0.00 0 0.00 L99

(1' t')

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24 Pawan Kurnar Gupta 254,000 1 .99 0 0.00 0 0MO I .99

25 PIICOfl Finance & Leasing 254000 I .99 t) 0.00 0 0.00 1.99

26 Phool Devi Ghoshal 254,000 1.99 0 0.00 0 0.00 1.99

:! Rejendra Kumar 254,000 1 .99 0 0.00 0 0.00 I .99

28 Sudish Kurnar Verma 254.000 I .99 0 0.00 0 0.00 1.99

29 Rarnesh Kurnar 254,000 1.99 0 0.00 0 0.00 1.99

30 Ramesh Kumar Murolia 254.000 1 .99 0 0.00 0 0.00 i .99

3 1 Sanjay Agarwal 254.000 I .99 0 0.00 0 0.00 1.99

32 Umesh Agarwal 254,000

254,OO()

1.99

1.99

0 0.00 O 0.00 1.99

33 V A Realcon Pvt. Ltd. 0 0.00 0 0.00 1.99

34 Vinod Kumar 254,000 1 .99

1 .99

0 O.O() O 0.00 I .99

:5 Woiidlink Telecom Ltd. 254.000 0 0.00 0 ]_o.00

1.99

TOTAL 8861,300 1 J I

0.01) (J OÂ)() 69.44

- (IXc) Statetiiei ShOWiH! 1O1(1ìfl of securities (incItidiri sl,res arrnts, c()n%ertit)Ie

(ii) securities) of (together with PAC) be1riJii 1 the CatCUfV PU1)IiC" aiid Iioldiiig more thin 5% ofthe total numt)erofshares oftlic ComPflN

L 'A



Statement showing details of locked-in shares (fl((F)

(II)(a) Statement showing details ofDepository receipts (DRs)

(1I)(b) Statement showing tIOI(IiI1 of I)cisitu RCCCiI)1S (I)Rs)1 where underlying shares

rI4)rd cI;»r :':FWELNJ1Ç



Shareholding pattern as per clause 35 ofthe Listing Agreement as on 301h June, 2015


As a % of total no. No. of parily of partly paid-up As a % of total no. of


1-leid by promoter/promoter group J

O

O O held by public O

Total-D iO 9 0

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


Outstanding convertible securities:- securities secu nues securities

Held by promoter/promoter group O j O O

Heldbypublic O t

O O

Total-E o Jo O

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

As a % of total assuming full conversion VVarrants:- No. ofwarrants no. ofwarrants of warrants



Total-F O O O

Total paid-up capital of the coìnpany, assunling full 12,748,000 conversion ofwarrants and Sitares of convertible securities Rs. 101- each

'I;



[

-IIrt&!L'1k

-. :-' - - .=- =---- -

! r- :

__--- .

=;= -J-wÌ ' .

; i

I ri

}T -

-. H

In w iiø - -.

t&I

- I F -- -- -=- -

i

(A ) SharehkIiII2 UI

Iroiiìuter aiid .

Promoter Group2 _________ _________

$

y.

D IllJ

I

__________ _________ ___________

i

_________ Indian

___________

(a) Individuals! Hindu Undivided Family 1016000 0 7.97 7.97 0 0.00

(b) Central (iovcrnmcntí State Government(s) O t) - 0.00 0.00 0 0.00

_______ (c) HodiesCorporate 2 2610300 0 20.48 20.48 0 0.00

(d) Financial Institutions! Banks O -

0.00 0.00 0 (U)() _______ (e) Any Others(Specify)

O 0 - 0.00 0.00 0 0.00 _______ _____________________

Sub Totat(A)(I) 6 3626300 0 28.45 28.45 0 0.00

2 Foreign _________ __________ _________ ___________

A Individuals (Non- Residents Individuals! Foreignindividuals)

_________

O

___________

O

__________

O 0.00 0.00 0 0.00 -.._____ B Bodies Corporate o o o o.00 o.00 o o.00

_c' Institutions o o o o.00 o.00 o o.00

D Any Others(Specify) c o o o.00_____ o.00 o o.00

Sub Total(AX2) I o. o o o.00 o.00 o o.00

Total Shareholding of

Promoter and

Promoter Group (A)= (A)(I)+(AX2) t, 3626300 ________ 28.45 28.45 0 0.00 _______

:ß) Public shareholding ___________

I Institutions

_________ ___________ __________ __________ __________

_____________

--- Mutual Funds/UTI o o oo o.00 o o.00

(hI) Financial Institutions '

Banks o ó O 0.00 0.00 0 0.00 _______ (e)

_______

Central Government]

State Government(s) O O ,5

I

0.00 0.00 0 0.00

'

V2.7

,. - .. -. i



(d) Venture Capital Funds o o o________ o.00 o.00 o 0.00

(e) Insurance Companies o o o 0.00 0.00 0 0.00

(O Foreign Institutional investors O O O 000 _____ 0.00 0 0.00

_______ (g) Foreigs Venture

Capital Investors O O O

o I __

C0 0.00 0 0.00 _______ (h) Any Other (specify) o o o.00 o.00 o 000

- SLIb-Total (13)(I) o o o o.00 o.00 o o.00

g 2 Non-institutions _________ ___________

(a) Bodies Corporate i 2044700 1028100 16.03 16.03 0 0.00

(b) Individuals

I

Individuals -i.

IndiiduaI shareholders

holding nominal share

capital up to Rs I Iakh

ç25 52900 0 0.41

__________

0.41

___________

0

__________

0.00

___________ -______ II ii. Individual

shareholders holding nominal share capital in excess ofRs.l lakh.

__________

30

____________

7024 100

__________

65 16100 55.09

_________

55.09

__________

0

_________

0.00

__________ _______ (c) Qualified Foreign

Investor

________

O

__________

O

_________

O 0.00 0.00 0 0.00 _______ (d) Any Other (speciIv) o o o.00 o.00 o o.00______

Sub-Totalj2J ______

570 9121700 7544200 71.55 71.55 0 0 _______

(B)

Total Public

Shareholding (B)=

(B)(1)+(BX2) 570 9121700 7S44200 71.55 71.55 0 0 ______

TOTAL(A)+(B) 576 12748000 11170500 100.00 100.00 0 0 ______ _____

(C) hares held by

ustodians and against

iliich Depository

eceipts have been issued

o.o ________

______ ___________ _______ I Irornoter and Prornotcr

Group

_________ ___________ __________

O

__________

________ o o.00 - ______

Sub-Total(C) _______ O

_________ O O O O O

A GRANDTOTAL (A)+(B)+(C) 576 12748000 [i i 170500 100.00 100.00 0 0

2S



¡(b) Statement showing 1io1diti ofsecurities (including shares, warrants, convertible securities) of persons bcIoniinz to the cateor "Promoter and

Promoter Grouif

t -

l::

;shat . - tassai

. full

::

- - ofw . and . coni

- secu

. - -: asa .-- dilu

shat capi

sa""of .&sa y- rnn. °,:

_____________ l . . ; .j - - ________________

I

----L

(J/!)=

il

I I I - . . I .

(I) (II) ('II) (11/) (J") (V)/(IJl» (J'il) (J'!!!) (IX) (X) (Xl) 101)

-

I

______________ Sunshine Capital

_________

I,9OOOOO

_______

14.90

_____

0 0

______

0

______

0

_____

0

_____ _____

Limited___________

-

2 SriArnarnath 710300

_________

5.58

______

0

________

0

_______ _______

o

______

o

______

O

______

O Finance11(1.

_±_1 _ Virendra Juin ___________

254,000 ________

1.99

______ 0

________ 0

_______

0

_______

0

______

0

______ 0

______

0

4 Surendra Kumar 254.000 1.99 0 0 0 0 0 0 0 Jam

-

5 Pritijain 254,000 1.99 0 0 0 0 0 0 0

ii Babita Jaiti 254,000 1 .99 0 0 0 0 0 0 0

- TOTAL 3,626,300 28.44 0 0 9 0 0 0 0

-

(*) The term "encumbrance" has the sanie meaning as assigned to it in

regulation 28(3) of the SAST Regulations, 201 1

i

:

(XII)

14.90

5.57

I .99

1.99

1.99

I .99

28.44



(1)(c) (i) Statement showinhoIdin ofsecurities (including shares, warraiits convertible securities) of persons beJoninE

to the catetiorv "Publie" and holding more than 1% ofthe total niiinher of shares

qç'1 .

liI11IÏM1ttflt -

- #ït: - -

II

11rt,__!

iiïw: .II1ïfl[' t

tilit

.

I

j

j I -,.v

:11R1Í;

1rttHutP_

.

:

'-i

1

i!Ur- rnr,tlfl(L

. . . ..

¡:_1L 1Ar-

i_ __ - .

1

ht.

:qtttt

I .

-- -

Ajay Garg 254.000 1 .99

.

0

w 0.00 0 0.00 1.99

2. Artil Prakash 254OOO 1.99 0 0.00 0 0.00 1.99

AnupVernia 254.400 2.00 0 0.00 0 0.00 2.00

4. Aquarius Fincap& Credits Pvt.

254.000 199 0 0.00 0 0.00 1.99

5. BaghKothi mv. & Finance l'vt.

254.000 1.99 0 000 I .99

00 6. Balbir Singh 254000 I .99 0 O 0.00 1.99

7. Bharat [Thushan 254,000 I .99 0 OJJ() O 0.00 1.99

8. BrijestìSinghal 254.000 1.99 0 0.00 0 0.00 1.99

9. Chhagan Lai Sharnia 254,000 1 .99 0 0.00 0 0.00 1.99

10 Lovely Kurnari 254,000 I .99 0 0.00 0 0.00 1.99

I i Deepak Kumar 239.250 1.88 0

0

0

0.00 0 0.00 1.88

12 Deepak Tyagi 254,000 1 .99 0.00 0 0.00 1.99

Deepu Singh 239,650 1.88 0.00 0 0.00 1.88

14 Dinesh Agarwal 2540OO I .99 0 0.00 0 0.00 1

9

Is (ÌPN Associates Pvt. Ltd. 254000 1.99 O 0.00 0 0.00 1.99

i 6 Hum Turn Marketing Pvt. Ltd. 254,000 1 .99 0 0.00 0 0.00 1.99

I 7 Jai Kishan 2540O0 I .99 0 0.00 0 0.00 I .99

Kanial Kurnar 254.000 1.99 0 0.00 0 0.00 1.99 ___J!

19 Krishan Kumar 254O0O 1.99 0 0.00 0 0.00 1.99

20 Mehak Arora 254,000 1 .99 0

0

0.00 0 0.00 1.99

21 Nandi Mercantiles Pvt. Ltd. 254.000 1 .99 0.00 0 0.00 1.99

22 Naveen Kumar 254.000 1 .99

I .99 :

0

O

0.00 0 0.00 1.99

23 Niranjan Kumar Sharma -__ - 254,000 0.00 0 0.00 1.99

::) ør:.



Pawan Kurnar Gupta 254.000 1 99 0 0.00 0 0.00 I .99

25 Finance & Leasing

254,000 I .99 0 0.00 0 0.00 1.99

26 Phool Devi Ghoshal 254,000 1.99 0 0.00 0 0.00 1.99

27 Rejendra Kurnar 254,000 I .99 0 0.00 0 0.00 1.99

28 Sudish Kumar Verma 254,000 I .99 0 0.00 0 0.00 1.99

Ramesh Kurnar 254OOO I .99 0 0.00 0 0.00 1.99

30 Ramesh Kumar Murolia 254XkX) 1 .99 0 0.00 0 0.00 I .99

Sanjay Agarwal 254,000 1 .99 0 O.OÒ O 0.00 1.99

32 Urnesh Agarwd 254,000 1.99 0 0.00 0 0.00 1.99

33 V A Realcon Pvt, Ltd. 254,000 I .99 0 _0.00 0 0.00 1.99

34 Vinod Kurnar 2S4OOO 1.99 0 0.00 0 0.00 1.99

35 Wotidlink Telecom Ltd. 254,000 1 .99 0 0.00 0 0.00 1.99

TOTAL I

8,861,300 r

' i

O 0.00 O j 0.00 69.44

(1)(c) Statement showin2 holdin2 of secu ritics (inc1udin shares, s a rrants, converti bic

(ii) securities) ofpersons (hcti1er with iA() hclonging to the category _ 'Pub1ic" and holding

more than 5% ofthc total number ofshare ouilie company



Statement showing details of locked-in stia res

(1I)(a) Statement showing details ofDepository recepIs (DRs)

- (JI)(b) Statement showing Holding of Depository Receipts (DRs). where uiidrIving sitares

held h 'protn()ter/ pn)lnotergrohI' i ri in excess of i % of the total number of sitares



Sharebolding l)a(ter1 as 1er clause 35 of the Listing Agreement as on 3l July, 2015


Asa% oftotal no. No. of partly of partly paid-up As a % of total no. of


Held by promoter/promoter group ¡

O O O

l-kId by public j

O O O

Total-D to- C) O

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


Outstanding convertible securities:- securities securities securities

Held by promoterpromoter group O Lo ______________. o


Total-E O lo o

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

As a % of total assuming full conversion Warrants:- No. ofsarrants no. ofwarrants ofwarrants


l-lcldbypublic O O O

Total-F O o o

Total paid-up capital of the company, assuming full 12,748,000 conversion ofwìrrants and Shares of convertible securities Rs. 10/- each

V

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T

(

1111'

t _ .- ._j__'I w __ __ - i -__D

Shareholding of

Promoter and

Promoter Croup2 ________ ________ __________

Indian

1D

_________ _________ __________

_______ ______

7.97 7.97 0 _______ 0.00

-

;

-

L1 (A)

- I

(a) Individuals/ Hindu Undivided Family 4 1016000 0

(b) Central Govemmentl State Government) Bodies Corporate ___

O

2

O - 0.00 0.00 0 0.00 _______ (e) 2610300 0 20.48 204g O_______ 0.00

(:I) Financial tnstitutions/

Banks O O - 000 0.00 0.00 -- (e)

-

Any Others(Spccify)

-______________ o o - 0.00 0.00 C) 0.00 --

Sub Total(A)(I) 6 O 28.45 28.45 0 000 _32PQ

2 Foreign __________ __________ _________ __________

A individuals (Non-

Residents Individuals/

Foreign Individuals)

_________

O

___________

O

______

O

o

0.00 0.00 0 0.00 -.

B Bodies Corporate o o o.00 0.00 0 0.00

C

_

Institutions o _ i o.00 o o.00

D Äny Others(Specify) o o o o.00 0.00 0 0.00

Sub TotaI(A2) o o o 0.00 0.00 0 0.00 _______

Total Shareholdin (t

Promoter and

Promoter (;ruuJ) (A)=

(A)(1)+(AX2) 6 ___ 3626300 0 2S.35 28.45 0 0.00 _______

__________

________________

(B) Public _ shareholding __________

I liistilutiotis

_________ ________ __________ __________

_______________

o.00 (a) Mutual Funds! UIl o o.00 o.00 o

(b) Financial Institutions

Banks o o _ O 0.00 0.00 0 0.00

-;;5-- _______

Central Government]

State Government(s) O O f7.' < J) oo o 0.00

'



(d) Venture Capital Funds o o o o.00 o.00 o o.00.

(e) Insurance Companies o o o o.00 o.00 o o.00 (f) Foreign Institutional

!!!Y9.LQ________ o o 0.00 O.00 O OOO ____ (g) Foreign Venture

Capital Investors

_Q_____

O O O 0.00 0.00 0 0.00 _______ (h) Any Other (specify)

o o o o.00 0.00 0 0.00

iub-Total (BXI) o o o.00 o.00 o o.00

B 2 Non-institutions

(a) Bodies Corporate 15 2044700 1028100 16.03 16.03 0 0.00

(b) Individuals

I

Individuals -i. Individual shareholders holding nominaI share capital up to Rsllakh

525 52900 0 0.41 0.4 1

__________

0

0

_________

0.00

___________

0.00

___________

_______ 11 ii. individual

shareholdersholding nominal share capital in excess of Rs.

! lakh.

_________

30

___________

7024100

__________

6516100

__________

55.09 55.09

__________ _______ (c) Qualified Foreign

Investor

_________

O

- __________

O

__________

O

__________

0.00 0.00 0 0.00 _______ (d) Any Other (specify) o o o.00 0.00 0 0.00

Sub-TotaI(B)(2) S'lO 9121700 7544200 7135 71.55

715S

0

O

0

O

______

(B)

_______

Total Public

Slìarcholdiiig (IJ)=

(B)(l)+(B2) ________ 570 9121700 7544200 71.55

TOTAL (A)+(B) 5% 12748000 Ii i 70500 100.00 100.00 0 0 _______

__ (C) shares held by custodians and against which Depository

eceipts have been issued

Promotcr and Promoter Group

_________ _____

___________

o.00

- - 1

_________ _________

o

__________

o.00

_________

o ______

Sub-TotaI(C) ________ o

_________ O

____ O

________ O

_________ O O

- O ______

A GRAND TOTAL (A)+(B)+(C) 576 12748000 11170500 100.00 100.00 0 0

2C



É

1(h) Statement showing holdin2 ofsecurities (incIudin shares, warrants, convertible securities) of persons belon&n2 to the category Pronioter and

(*) Thc term "encumbrance" has tue same mvaliing as assigiicd tO it ¡U

regulation 2(3) the SAST Regu'ations, 201 I

r \fl\



(1 i(.) (i) Statetuciil showing hoIdin ofsecurities (inchidin. sharcs warrmnts. eoii ertI)IC securities) of iwrsons bcIonin

to IhC catenr "ILIl)IiC and hoIdin nore than I % (I thC l(1a1 flu Iflh)C1 (t SIIICS

r irin

: :qii r: I1TT.0 : : . .. iist.fll

..

-:7:

_

_-,--.l;!--_3- 1II11M: -

:

ruIÏ11ß_ f;T1

? ' .

:: ;

: : r; r

. -T1 . hÏL

4lit flfl1I%

1IIIí

. .

:i Isit

1!1l1

.

----. .---- _ .. -

_-;_._ ________________

254OOO I .99

::: :

:f1it

,j_ ,- 1fiM

0 ' 0.00 ' O ' 0.00 ' i .99 i . Ajay Garg

Anil Pi'akash 254OOO 1.99 O 0.00 0 0.00 1.99 _:_ :. AnupVerma 2544OO 2.00 0 0.00 0 0.00 2.00

4. A(IUIflUS Fincap& Credits Pvt.

254000 1,99 0 0.00 0 0.00 1.99

5. Ba&iKothi mv. & Fi,ance Pvt.

254,000 1.99 0 0.00 0 0.00 1.99

254.000 1 .99 o 0.00 0 0.00 1.99 6. L3albir Singh

7. Bharat }3hushan 254,000 1.99 0 0.00 0 0.00 1.99

g BrijeshSinghal 254,000 1 .99 0 0.00 0 0.00 1.99

ì?:. Chhagan Lai Sharma 254,000 1 .99 0 0.00 0 0.00 I .99

io Lovely Kumari 254O0O 1.99 0 0.00 0 0.00 1.99

i i Deepak Kumar 239,250 1.88 0 0.00 0 0.00 1.88

¡2 Deepaklyagi ______ Deepu Singh

Dinesh Agarwal

254,000

239,650

1.99 0 (100

o.00

0.00

0 0.00 1.99

I 3 I .88

1.99

o

0

o o.00 i .88

0 0.00 1.99 14 254,000

15 GPN Associates Pvt. Ltd. 2540OO 1.99 0 0.00 0 0.00 1.99

i 6 Hum Turn Marketing Pvt. Ltd. 254,000 I .99 0 0.00 0 0.00 I .99

17 Jai Kishan 254,000 1.99 0 0.00 0 0.00 1.99

i 8 Karnal Kumar 254,000 1 .99 0 0.00 0 0.00 1.99

i 7

Krishan Kurnar 254.000 1 .99 0 0.00 0 0.00 1.99

20 Mehak Arora 254000 i .99 0 0.00 0 0.00 i .99

21 Nandi Mcrcantilcs Pvt. Ltd. 254,000 1.99 0 0.00 0 0.00 1.99

22 Naveen Kuniar 254,000 1.99 0 0.00 0 0.00 1.99

23 Nirtnjan Kurnar Sharma 254,000 0.00 0 0.00 1.99

/ ç

k1Ì1 1



24 Pawan Kumar 254,000 1.99 0 0.00 0 0.00 1.99

- 25

PCIICOfl Finance & Leasing 254,000

O 0.00 0 0.00 1.99

-

26 PIIOOI r Ghoshal 254,000

I .99 0 0.00 0 0.00 199 Rejendra Kurnar

254,000 1.99 0 0.00 0 0.00 1.99

-----

28 Sudish Kumar Verma 254,000 1.99 0 0.00 0 OEQO 1.99

29 Ramesh Kumar 254,000 1 .99 o 0.00 0 0.00

I .99 Rarnesh KumarMurolia

254.000 I .99 O 0.00 0 0.00 1.99

- Sanjay Agarwal

254,000 1 .99 0 0.00 0 0.00 1.99

32 UrncshAgarwal 254OOO I .99 0 0.00 0 0.00

1 .99 33

__;;

35

V A Rcalcon Pvc. Ltd. Vinod Kuinar

254OOO

254,000

I .99

1.99

0

0

0.00

000

0

0

0

0.00

0.00

I .99

1.99

199

Telecom Ltd. 254,000 1.99 O 0.00

0.00

._Woridlink

_ -

i_ii_ TÖTAL 8,861,300

L 69.44 Jo 0.00 1 o o.00

_____

- (l)(c) Statement showiii ho1diiii of securities (includii shares W1FrafltScOflVCliil)k (ii) securities) of persons (together with PAC) belonin to the category 'Public" aiicl hold

i'ij

_ morc than ofthc total number ofsharcs ofthe coni ptnv

I

I

i

i

I

i

)

oit



I

(1)(d I--_

Statement showing details of Iocked-n shares

( I I)(a) Statenent %IÌ()S i iig (IçtaLls of i)epusi ton receipts (DRs)

(I[)(b) Statement shoing Holding of Depository Receipts (Dits), where underlying shares

\.; '\



LIST OF' FOP 10 SHAREHOLDERS AS ON 31.07.2015

1. Sunshine Capital Limited 19OOOOO

I 14.90

2. Sri Amarnath Finance Ltd. 710300 _ 5.58 3. AntpVerrna

254.400 _ j 2.00

4. Virendra Jam

2S4,000 _ I _ .99 5. Surendra Kumar _ Jam

254.000 _ 1.99

6. Babita Jam

254000 1 .99

7.

- Priti Jam

254,000 1 .99

8. Ajay Gars

254000 I .99

-'- Anil Prakash

254,000 ¡.99

10. Balbir Singh

254000 I .99 - - - -- - 'TOTAL

- _IL 46,42,700 j - _________ Disciosu res:

- i . No dividend and Cash Bonus has bcciì paid during the last 10 years. 2. The Company has not entered into any agreements (including agreements fòr

technical

advice and collaboration), concessions and similar other documents (except those entered into ¡n the ordinary course of business carried on or intcnded to be carried on by the company).

3. No commission, brokerage. discount or other special terms including an option for the issue ofany kind ofsecurities has been granted lo any person. 4. There are no outstanding warrants which are pending for conversion. 4

4

I

.' y'7

'i



SECTiON YlI -OTHEkREGIJLATORVND STATUTOR DISCLOSURES

I

Authorih foi (liC I)irect Listitig

Our Board of Directors has approved the Direct Listing pursuant to resolution passed at their meeting held on '2.03.2015.

Prohibition by SEBI or Other Governmental Authorities oui- Company. our Promoter, natural persons in control of the Promoter, Direçtors. Iromotcr Group and Group Companies, have not been prohibited from accessing or operating in capital markets or restrained from buying. selling or dealing in securities under any order or direction passed by SEBI or any other regulatory or governmental authority.

'l'here has been no regulatory action taken or penalty imposed by any regulator against our Company. The companies. with which our Promoter, Directors or persons in control ofour Company are associated as

-

promoter. directors or persons ¡n control have not been prohibited from accessing in capital markets under - any order or direction passed by SEBI orany other regulatory or governmental authority. There has been no action taken by SEBI against any entity belonging to the Promoter Group or forming part

ofúroup Companies.

There has been no action initiated by SEI3J/RBI or any other regulator (both domestic and overseas) against our Promoter or the promoters ofour Promoter or any entitles forming part ofúroup Companies.

- No action has been taken by SEBI against our 1)irectors or any entity our r)irto are involved with as

- promoters or directors.

- None of the entities that our Directors are associated with, which are engaged in securities market related

(

business and are registered with SEBI. C

( Prohibition by RBI

t Neither our Company nor our Promoter, relatives ofour Promoter, [)Ercctors, have been identified as willful defaulters by the RBI OF any other governmental authority. There arc no violations of securities laws

I committed by thwn in the past or are pending against them. I

r1 E)eclarttiOn 1111(1er the Conijtiiies Act

i 'Ve are in compliance with the provisions ofthe Companies Act, and nothing iu this prospectus is contrary to the provisions ofthe Companies Act, SCRA, SEBI Act, and the rules and regulations made there under.



Eligibility Criterion

I)irect Listing Norms applicable for listing of equity shares of companies which are listed with other stock Lxchanges are given here as under:

. Issued and Paid UI) capital and Net worth

\'lifliilìLtfll paid UI) capital of Rs. I Urores and net worth ofRs. 3 Crores. . Pfl)lit making track record

Distributable prolìt.s in terms ofScction 123 ofConipanies Act, 2013 for at least I out of2 nunediately . preceding financial years based on audited financial results

Provided further that the total period of latest 2 Financial Years should comprise a period of at least 24 niouths -

Provided that extraordinay income shall not be considered fòr calculating distributable profit _ s Listing track record with Recognized Stock Exchange

-- Companies should have been exclusively listed on stock exchanges seeking de-recognition and for exit or de-recognized stock exchanges

. Public Shareholding

Public Shareholding should be Meeting with the requirements ofSCRA. SCRR and Listing Agreement. If the company is non complaint with respect to clause 40A of the listin agreement at time of applyin tor direct listing, the company shall submit the undertaking from Managing I)irector/ person authorize by Board of Directors ofthe company, that the COl)flflY shall comply with the clause 40A ofthe listing agreement as per the extend regulations and timelines stipulated by SEnI.

, No. of public shareholders

There should be minimum of500 public shareholders.

. Signing with both the depositories

The company must enter into an agreement with both the depositories.

e Trading in Compulsory Demat

Company should have minimum 50% of Public Sharcholdin in dematerialized mode and 100% of Promoters Shareholding in demat mode, else company ca commence trading ONLU in Trade-forTrade basis until they so comply.

e Information Memorandum

Infonnation Memorandum as provided ¡n Schedule Il of Companies Act, I 956 to the extent applicable. as certified by the Company Secretary/ MD of the Company.

. %Vitlidrawalf I(ejection

Once companies that have approached for listing are denied listing for any reason whatsoever, they may reapply for listing after a minimum period of'6 months. Ifrejected a second time, the company would not be eligible to apply again.

e Confirmation frosii RSE

The company shall submit a confirmation from any one ofthe recognized or regional stock exchange(s):

t

n) Entire issued capital ofthe company intist be listed on the recognized stock exchange b) No investor complaints should be pending against the company ('NIL' score in SCORES) e) The securities proposed to be listed are

.).f:::1' if;'



e ('onuïrniation from 1J) & Company Secretary

Company shzill ¡toi Iìae been cie-listed at anytime under delisting regulation 2003 /2009

. Compliance Stttus by Company

The company shall furnish the compliance status with the critical clauses of the listing agreement viz. - Clauses 15, 16. 3 1. 35. 40a. 41, 47, 49, 54 and Sec Audit. filings tinder SERI regulations! circulars, SCRA and SCRR for the last I year. This should also be displayed on the company's website. The Exchange vill also display this information on its website, as is presently being done for all listed

companies. --

Action against coIIIl)atly/ p10111()tC1 group entities/ directors -

Where the company or the promoters or the Directors have been debarred or disciplinary action lias been taken against them by SEBI, then a period of at least 3 years should have elapsed since the expiry of the

- debarment period/disciplinary action.

- . Reference to 111FR or winding up

Company should not be under B!FR and no winding up order should have been passed against the conipany, at the time ofapplication for listing.

- Conipany website

- The company shall have its own websitc which is in compliance with Clause 54 of the Listing Agreement containing information abotit products. management team, annual reports for last three

- financial years, shareliolding pattern. quarterly results, report on corporategoveniancc, code of conduct, name ofthe company secrctaiy & compliance officer and contact details, RTA - name and contact details

-. I SCORES authentication

- Company should have obtained NIL SCORES autheiiticatioii from SEBI.

- . Site Visit

_ Site visit will be mandatorily conducted by Exchange official(s) and report submitted.

- Filing

Copies ofthis Information Memorandum lias been filed with RSE in due compliance.

Listing

The Equity Shares of the Company are listed on Delhi Stock Exchange lid (DSE) and Ahmcdabad Stock Exchange Limited (ASEL). Now the Equity Shares of the Company shall be admitted for direct listing on

.- subject to fulfillment of listing criteria of direct listing of BSE and also subject to such other ternis and conditions as may be prescribed by BSE atthe time ofthe application by the Company seeking listing.

Consents

The vritten consents of Promoters, Directors, Auditors, Registrar of the Company and Bankers to the Company to act in their respective capacities have been obtained and such consents have not been withdrawn up to the time ofdelivery ofthis Infonnation Memorandum with the Stock Exchange.

De-mat Credit

The Company has appointed BIGSIIARF ES L l. as its Register and Share Transfer Agent. The ISIN No of thc ( ompan iIS\'



- General Disclainker troni I he ( otn jiny

- The Company accepts IR) responsibility for statement made otherwise than ¡n the Information Memorandum

- or ny other material issued by or at the instance ofihe Company and any one placing reliance on any other

source of information would be doing so at his or lier own risk. All information shall be made available by -

the Company to the public and investors at large and no selective or additional information would be

- available for a section of the investors in any manner.

Disclaimer aause of RSE

As re(luired. a copy ofihis Inlbrmatkn Memorandum is being submitted to E3SE. The RSE does not in any

nianner: . warrant. certify or endorse the correctness or completeness of any of the contents of this lntòrmation

\1eI1K)randuu; or . waíraiit that this Company's securities will be traded or will continue to be traded on the BSE; or s 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 what so ever 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 vhatsoever.

9i

¿Id



SECTION VIII- OUR HISTORY AND CERTAIN CORPORATE MATTERS

-

Brief t1istor of our ('oinpanv -

Shalini HoIdngs Limited was incorporated on May 25. 1985 under the Companies Act. 1956 as a - Public Limited Company. from the Registrar of Companies - Delhi & Ilaryana. The company got its

Certificate for Commencement of business on June 1 8, 1985. The Corporate Jdentifcation Numbcr - (CIN)ofthe Company is L65929DL1985PLCO2 1037.

- Situation of Regis(ercd Oflice

The registered office of the company has been slìifled from 209, 2nd Floor, 6/4!, Sunder Kiran Building, W.E.A, Karol Bagh. New Delhi - I 10005 to 2127-28, Block- K. Gall No.- 58, Naiwala,

Gurdwara Road, 3rd Floor. Karol Ragh. New Delhi I I 0005; with effect from I 5Ih ofApril, 2015.

Maui Objects of the Company

The main objects ofthe company are:

I . To carry on the business of manufacturers, assemblers, holders, stockiest, distributors, buyers, sellers, importers, exporters. agents and suppliers of agricultural, sea and food products, fertilizers. iron and steel and its all types of products, metals and minerals end its products, engineering goods, components, dyes, chemicals, phannaceuticals, pigments, papers. cernent. plastic, leather goods, handicrafts, processed foods, tobacco and tobacco products, cigarettes. jute and its products, hessian, textiles including cotton, woolen. art silk. natural silk, readymade garments, hosiery. synthetics fiber and fabric and mixed fabrics, surgical. electronics and surveying equipment and instruments, radar equipment, computers, dry and inert cells, electrical goods and equipments, lamps. tubes, electronics industry, cable and Plastic industry, furniture, musical items and toys. ceramics and refractoriness, glass. soaps. cosmctics. publishers, stationeries and all types of commodities, merchandise and goods and to act as sellers. purchasers and dealers of licenses, release orders, permits, quotas and to enter into all sorts ofagrcements relating to the above and all other types ofcommodities and merchandise.

2 To hold, purchase, sale or otherwise deal/acquire lands. flats, suites. ìiultistoricd complexes houses, bungalows, orchards, shopping arcades, parking places, quarters, apanments, farms and farm-houses, buildings, sheds and other fixtures and conveniences, industrial, commercial and residential. and to let

- them hire-purchase. rent. contract or any other agreement as may be deemed lit to buy and sell lands, houses, apartments to any person on terms and conditions as may deemed fit or hold. maintain, sell

- allot houses, apartments. sheds or buildings thereof to the shareholders, or any other person; to carry on the business of contractors, decorators, furnishers. agriculturists. horticulturists, colonizer. engineers, architects, wood-waiters, palavers, builders, surveyors, bricks and tile makers, lime burners, house and estate agents; tenting/becoming members of societies, to enter ¡lito partnership. sub- partnership, co-partnership, joint ventures and hire purchase agreements.

- 3. To carry on all or any of tile Iusiness of financiers (not anlounting to banking and leasing business) by

- way of loaning. lending and advancing money to industrials, indi iduals, commercials and other enterprises.

-

-

f%I .- 'L, -\

J;-4 A



4. To carry on the business of agents, commission agents. stoekists, distrìbutary engineers brokers, factors, consultants. turn-key projects, representativc, rniddlezucn. jewelkry, property, precious/semi- precious articles anti stones, diamonds, silver, bullion. gold ornaments, antiques, utensils; gems, valuables, precious metals, pearls, coins, cups. metasq shields, cutlery, presents and gift.

5. To Buy. Sell, Transfer. Pledge. Hypothecate. deal in and dispose of any Stock, Bonds, Debentures, whether perpetual. Redeemable Debenture, Stocks, Units, Securities including Securities ofany Govt. - and Local Authority.

6. To providc a complete range of Financial Services like Investment Planning, Estate Planning. Tax - Planning, Portfolio Management Consultancy and Counseling Services and to give consultancy and

- deal with the grievances ofthe Investors.

-

7. To acquire. and deal in, Shares, Stocks, Debentures, Debenture Stock, Bonds, Certificates, Obligation - or Securities of any other company including securities of any Government, Local Authorily by Original Subscription. Participation in Syndicates Tender, Purchase, Exchange or otherwise and to - subscribe for thc same or to guarantee the Subscription thereof and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof.

8. To purchase, sell and deals in commodities! currency on aH exchanges e.g. BSE, NSE, MCX etc.

I, t'oiiiotei

For details. ilease see the chapter entitled. "Our Promoter and Promoter Group" of this Inforiimiion Memorandum.

Capital raising activities

For details regarding our equity capital. please see the chapter entitled "Capital Structure" of this Information Memorandum.

Major events

1w 25.05.1985

)LT1l

' Company got its Certificate of Incorporation I 8.06. I 985 Company got its Certificate for Commencement of business 01.12.1986 Company got listed on Delhi Stock Exchange 05.03.2015 Company got listed on Ahmedahad Stock Exchange

- _ 18.03.2014 Addition ofncw clauses in main objects ofthe MOA ofthe Company

Our Business

For details in relation to our Business, please see the chapter entitled "Our Business" of this Information Meinoranduiii. I'



- Jott, \ttitiiiCs

-- [lie Ct.)J1)aI1V 1U) IR)t entered init an Ioint \"enttii.

Time and Cost Overruns

The nature of our Company's business does not include implementation of projects and therefore our Company believes there have been no time and cost overruns in the implementation ofour projects.

- Lock-outs Strikes cte.

There have been no lock-outs. strikes etc. during the last five years preceding the date of this Information Mcmorand um.

Subsidiaries

The Company does not have any subsidiaries and company is not subsidiary ofany compan\ as on date ofihis Information Meiìiorandum.

kC(JL1iS1iOflS of business I tiriIettìkirig

Our Company has neither acquired any entity nor been involved in any scheme of arrangement.

1Lterial Contracts

There are no material contracts, agreements (including agreements for technical advice and _ collaboration), concessions and similar other documents (except those entered into in tue ordinary

course of business carried on or intended to be carried on h' the company). executed or entered into by - the Company.

jf



OUR 1ANA(F1ENT

Board of I)ircctot

Shalini Holdings Limited (SEIL) is managed by its Board of Directors, comprised of qualified and experienced persons. We currently have four Directors on our Board out of which i is Non- Independent - Executive Director and the other 3 are Non-executive Independent Directors.

The lòIIoving table sets forth details ofour Board as on the date ofthis Intòrniation 1v1eiìioiandum:

. - - P;51r

MR. ANUP VERMA Designation :Managing Director Nationality : Indian 23 25.07.2014

j 1/8t (;L3 KartarNagar. PAN :AJEPV58I IB Delhi - I 1005. India

DIN :06818748

MR. IWEPAK KUMAR Designation : Director 132. Near MohataiThawan,

: Indian 26 25.07.2014 Ward No.5, Sri [)tint.argarIi, l'AN :CQOPK2O93M Disti Bikaner. 1)IN :06933359 Rajasthan - 33 I 803

MR. MANMO}IAN - Design:ilion : [)irector

29, Block- Crei, Hill Side Road. Nationality : Indian 24 25.07.2014 Pusa. New Delhi - i 10012, IAN :BWQPM299OE India DIN :0693 1392

MRS. ROOPA DEVI MUROLIA Ucsiguation : Director

3198/IS . (jail No. 1, 4th Floor Nationality : Indian 46 30.03.2015 Sangat Rashan, Pahar Ganj. - PAN : ALYPM927OD New Delhi, 1 10055. Delhi. India DIN :00537349

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BRIEF PROFJLES OF THE DIRECTORS

ItIhNt4 ,

Date ofBirth 20.05.1991

DIN 06818748

PAN No. AJEPV58I IB

Address J 1/181 GL3 KartarNagar. I)elhi - i 1005

BriefDescripion ofthe Business, He is a Graduate. Ile has 5 years of Work Proflle & Experience experience in Finance Sector Presently he is

taking care of the administration of Our Company. His dynamic approach in business gíves guidance to our employees in achieving targets in a dynamic and complex

- ____________________________ business environment. Dateof.Joinirìg 25.07.2014

Date of Birth 22.12.1990 DIN 06931392 PAN No. -ï BWQPM299OE

Address 29, Block- Crei. 1-lili Side Road, Pusa, NewDelhi- 110012 ____________________________________

Brief Description of the Business, He is of 24 years having a Graduate degree Work Profile & Ixpeiience and also an expertise ¡n the

the company. His dynamism helps US work as a team with dedication. devotion and deterniination and under his guidance our Company witnessed a considerable and

________________________________________________________ sustained growth and has grown multifold. 1)ate ofJoiiiing 25.07.20 14

- u1] t 4 J ri

Date ofiiirth 15.02.1989

06933359 DIN PANNo. CQOPK2O93M

Address 132, Near Mohata Bhawan, Ward No.5, Sri Dungargarh, Distt Bikaner - 331803 Ele is a graduate. He has joined our Board Brief ikseription of the Business,

Work IroIi1e & 11:xl)eI.ieflce as Non-Executive Independent Director. The Company is largely benefitted with his

____________________________________________ guidance and knowledge I)ate ofJoining 25.07.2014

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_i -'--

Dateof[Iirth _______________ 18/03/1969

DIN _________________________ 00537349

PAN No. ALYPM927OD

Address 3198/15 , Gali No. 1, 4th Floor Sangat

_______________________________________ Rashan Pahar Ganj New Delhi- 1 10055

Brief Description of the Business, MrS. Roopa Devi Murolia experience lady

Work Profile & Fxperience and having good knowledge of administration activities. She has more than

20ycars experience iiì the field of business

______________________________________________ activity ofthe Company

Date ofJoining 30/03/20 15

Ut/icr Benefits

SLrvicc Agreenients with Directors

Our Company hs not entered into any services contracts with any ot our Directors for providing any benefit upon terni i nation of employment.

Remuneration (o Non-Executive Directors

Except as disclosed in this Information Memoriiidum. none of the beneficiaries of loans, advances and sundry debtors are related to Otir Directors. No sitting fee has been paid to the Directors ofour Company in the earlier financial years.

Shareholding of Directors

Except as stated below, none of our Directors hold any Equity Shares as on the date of this Information Memorandum.

I .

Afluí) Verilia 254.500 2.00 2. E)cepak Kuinur 239,250 I .8S

3. Roopa Dcvi NIUR)lia loo o.00i

I TOTAL

I

493,850 1

3.881



(rporate (;IfLnce

Corporate (.ìovernance is very important to htiilt conlidence and trust which leads to strong, stable and

long term partnership with the Investors and all oilier Stakeholders. The detailed Report on

implementation ofCorporate Governance Code as incorporated in Clause 49 ofthe Listing Agreement

with tue Stock Exchangels is set out below.

Currently the Board has 4 Directors, ofwhich the Chairman is an Executive t)ircctor. In compliance

with the requirements of Clause 49 of the Equity Listing Agreement, our Company has I n dependent

Directors, on the Board.

Comniiflet'.s o/I/IL' lliarI

The Board has constituted coiniittces of I )irectors, including.

() Audit Committee.

(ii) Remuneration Committee

(ii i) Share holders/Investor's Grievance Committee,

The details ofihese committees as set out below:

Audit Committee

The menibers ofthe Audit Committee are:

i . Mr. Deepak Kuinar - Chairman

2. Mr. Manmohan - Member

3. Mr. AnupVerma - Member

The role OfAUdit Committee includes the review of 1lloving:

s Financial Reporting Process

. Draft Financial Results (Quarterly & Annual)

. Internal Audit Reports

. Record of related party transaction

. Reviewing the company's financial and risk management policies

. Management discussion and analysis of financial condition and results of operations

. Compliance with stock exchanges and legal requirement concerning fThancial statements

s Any other power which are specifically delegated by the board fìoiìi time to time

The role oíthe Audit Committee includes recommending the appointment and removal of Statutory

Auditor, discussion of Audit plan. fixation of Audit fees and also approval for payment ofany other

services.

/t'('!!IIIl!tV(IliUII( ',)!,,,,!i1(C'

l'he Members ol Remuneration Committee are-

I . Mr. Manmohan - Chairman

2. Mr. Deepak Kumar - Member

3. Mrs. Roopa Devi Murolia - Member ;kj7i'



Share holders/Investor's (,rievance Committee

The members ofthe Share holders/Investor's Grievance Committee are:

-

I . Mi. Manmohan - Chairman

2. Mv. Deepak Kumar - Member

3 . Mr. A nuîVcrrna - Member

- The role of Shareholdersl Investors Grievances Committee iucludcs the review of fòflowing:

- To monitor the process ofexpeditious transfer ofshares or debentures.

- s To monitor and review the shareholders complaints related to transfer of shares, non-receipt

ofBaance Sheet, non- receipt ofdeclared dividend etc.

-. I To monitor and review from time to time the systcms/ procedures relating to processing of

transfer ofshares. de,nateriaization/ re-matcrializauon ofshare certificates, re-issued of share

certificates against split, canecflation. consolidation and lost share certificates etc.

. To investigate any activity and seek information lrofl any employee of the company, in

discharging its duties.

. To obtain outside legal or professional scrvices, ifconsider necessary.

. To fix the record date for the purposes as required under the Companies act and/or listing

- agreement. . To consider and approve issue of duplicate hirc certificate iii lieu of those reported lost.

. misplaced. torn. mutilated etc.

. .

Any other powers which are specifically delegated by the board from time to time.

-. Vigil Mechanism

Company has also established vigil mechanism for directors and employees to report their genuine

concern or grievance and the audit committee shall oversee the vigil mechanism. The Vigil

mechanism will provide adequate safeguards against victimization of employees and directors who

avail ofthe vigil mechanism.

- Whistle Blower Policy

- The Audit Committee has approved framing of a Whistle Blower Policy and reviews the sanie from

time to time which provides a formal mechanism for all employees of the Company to approach the

- Ethics Counsellor/ Chairiiian of the Audit Committee and make protective disclosures about the

unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The

- Whistle Blower Policy is an extension of the existing Cce of Conduct of the company, which

requires every employee to promptly report to the Management any actual or possible violation of the

- Code or an event he becomes aware of that COLIId affect the business or reputation of the Company.

the disclosures reported are addressed in the manner and within the time fìames prescribed in the

- Policy. Under the Policy.

each employee of the Company has an assured

to the Ethics Counsellor/

-- Chairman ofthe Audit Committee.



OUR PROMOTER ANI) PROMOTER GROUP

The Company is promoted by:

i - Surendra Kurnar Jam 555, Double Storey,New Rajindra

Nagar. J

AAHPJ894OK Graduate

New Delhi-I 10060 J

2._

__________________ Virendra Jam 555, Double Storey, New Rajindra

Nagar. AAGPJ33 19P Graduate

NewDelhi-110060 ___________ ______________

:- _________________ Priti Jam

___________

555, Double Storey, New Rajindra Nagar, AAKPJ4836F Graduate

New_Delhi-I_10060 _____________ ____

. -

____________________ !3abita .J1ifl 555, Double Storey. New Rajindra Nagar, AGNPJ6O77B Graduate

________________ Sri Arnarnath Finance

New_Delhi-I_10060 ____ ____________ ____________

Office No.22 Rajindra ParkNew Delhi I I 0060 AABCS19I3J N.A

.- Limited ______ ______________

Sunshine Capital ________________________________________

209 Bhanot Plaza 11, 3 D 13 Gupta Road,New Delhi- AABCSI9I3J

6.

N.A

----- Limited

110055 ____________ ___________

i

1IIL: cictaik ()itIÌC corporate promoter arc as fòIlows-

PAN AABCSI913J

Date oflncorporation 19th FeburaryJ 985

ii Address Office No.22jjpdra Park,New Delhi! 10060

P fI

NaLure of activities: The maui object of the company is to carry

on the business of a

ro i e company established with the object of financing industrial enterprises

Listing Satus __ Sri Arnarnath Finance Limited is listed is Bombay Stock ExchanLirnited.

Th Rtrd nfflirttnrc is im the dtt nfthis Information Mernorandunì

j.

i Board of Directors

Ii: Rajesh Singal

Directoi

a:_ 1anishKapoor Director

i:__ Rakesh Kapoor

Director

4. Surendra Kumar Jam Director

i: Priti Jam

Manajng Director

Sujan Mal Mehta Director

Rajat Gupta Secretary

-



dshare hoIding

22.35

Ed share holding



AADCSI9I3J

I

Date of IncorporAtion I 1/07/1994

X Address _ 09 _ l3hanot _ Plaza II, _ 3 I)BGqta Road,New _ Delhi- I _ i055 _______

i. Proilk Our Company principal business ¡s that of buying and selling

of securities and providin

funding to our clients for purchase ofsecurities loan against shares and trading in shares &

I securities.

Listing 1a1L1S OSE, JSE and BSE*

I

The Board of Directors as on the date ofthis Information Memorandum

Jì()L iti O t' I)i FCCt()t'S

1. Mr. Surender Kumarjaiii

Mrs. l'riti Jam

Director

-ï--------- M.D

3. - Mr. Sujan Mal Mehta Director

Mr. Rajni

Mr. Anil Prakash __ T _ t _

Director

L!: i TÏrector

Promoter Holding

Naine i;: ofShares Shareholding

Babita _ Jam 2,54,000 I _ .95

Surender _ Kumar _ Jam 1,88, 1 80 1.45

Priti _ Jam 2,73,720 2.10

Virendra _ Kumar Jam 300 0.00

Total Promoter shareholding(A) -716200

Public Holding

l'ruino(crs & Public Shareholding

5.5U

Ç.-gq!Y- Number ofShares Shareholdingin%

I .Body _ Coporatc 5278950 40.54

2.lndividual Shareholders 54 1 650 4. i 6

holding nominal share capital ._---_____ _______

3. Individual Shareholders 6483100

49.79

holding nominal share capital in

_ excess of Rs I Lakh

4.HUF - ________________________

1000 ______

_______________ 0.01

otal Public Shareholding (B)- 12304700

otal shareholding (A+l3)=13020900

r-# t»)

94.50

100.00



FiI)lIICiLI I tiforiitat U)fl

Particulars 2014 2013 2012 Authorised

capital_________________ 131,100.000 131 ÌOOE000

_________________

131.100,000

_________________ Equity Capital I 3OE209.000 I 30209,000 I 30209000 Reserves and

Surplus_________________ 9 1 3829423 9O03 I 6. 1 77 909404420

__________________ Profitl(Loss)

. after tax 13513246

__________________ (9088244) 3013701

________________ Earnings per share(Rs.)

________________ I .04

________________ (0.70) 0.23

________________ FaceValue(Rs.)

________________ lo

________________ 10 10

]\14RK ET PRIC E VOI UMIE DATA OF THE PROMOTER GROUP/SUBSI l)JARIES COM NV

1. SRl AMARNATH FINANCE LIMITED .-

Sri Amarnath Finance Limited is listed in Delhi Stock Exchange ltd , U.P Stock Exchange ltd and Rotitbay Stock Exchange. Since the tra(ling facility Suspended in Delhi Stock Exchange ltd , U.P Stock Exchange ltd so there is no

- market price volume data. The Market Pricc/ Volume Data of Shares ofthe Company at Bombay Stock Exchange is -

j Total % Deli. Qty Spread Sprea Open High Low Close No.of No. of Turnover Deliverable to Close

Date Price Price Price Price WAP Shares Trades (Rs.) Quantity Qty ____ Low Open il-

May-

15_ 7.05 7.05 7.05 7.05 7.05 60 3 423 _____ 60 100 0 _____

2. SUNSHINE CAPITAL LIMITED

Sunshine Capital Limited is listed in Jaipur Stock Exchange Limited. Since, the trading fcility is Suspended iii Jaipur .

Stock exchange Limited. so there is no market price volume data.

RELATED PARTY TRANSACTIONS

For details of the related party disclosures, as per the requirements tinder Accounting Siniidard i S "Related Party - Disclosures" issued by the Institute of Chartered Accountants iii India and as reported iii the restated financial information, please see the chapter entitled "Financial Statements ofour Company" ofthis Information Memorandum.



SECTU)N IX.- FINAr«1AL INFORMATION

I fl(IeI)Cfl(ICIlt Auditor'S Report

Io the Members of Ni/S SHALIN) hOLDINGS LIMITED

Repon on fJ,ç Fhl(1,,c/(,/ St(:tc'n?eI?I.c

-

V(: have audited the accompanying financial statements of' MIs SIIALINI HOLDINGS LIMITED - which comprise the BaJance Sheet as at March 31, 2015 and the Statement ol Prolit and Loss, the

Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other éxplanatory information.

tfii,u:e,,,e,,t's Rc'si,o,z.si/ilhi/v for tile !,,;aiuia! S1(IIeb',e,Its

The Company's Management is responsible for the matters in section 1 34(5) of the Companies Act, 201 3 (the Act) with respect to preparation of these financial statements that give a true and fair view ofthe finaiìcia position. financial performance and cash flows ofthe Company in accordance with the

- accounting principles generally accepted in India. including the Accounting Standards specified under section 133 the Companies Act, 2013 read with rule 7 of Companies (Accounts) Rules, 2014. This

- responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the act for the safeguarding of Assets of the company and for preventing and detecting

- the frauds and oilier irregularities, selection and application of appropriate accounting policies, making judgments and estimated that arc reasonable and prudent and design. implementation and maintenance of internal tìnancial control, that were operating effectively for ensuring the accuracy and completeness pf the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether

-

due to fraud or error.

A I1(lifor 's Respo,,sibilit

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the act, the account ing and Auditing standards and matter which are required to be included in the audit report under the provision of the act and the rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under section 143 (10) of the act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as vcll as evaluating the overall presentation ofthe flnancia) statements.

We believe that the audit evideiice we have obtained is iient and appropriate to provide a basis foi our audit OI)IIlIOfl n the fìiinctal



-- Opiiiio,z

- In our opinion and to the best of our information and according to the explanations given to us, the financial statemeilts give the information required by the Act in the maimer so required and give a true and fair view in confonity with the accounting principles generally accepted in India:

- (a) In the case ofthe Balance Sheet, ofthe state ofaffairs ofthe Company as at 3 1 March. 2015;

- (b) In the case ofthe Statement ofProfit and Loss, ofthe Loss for the year ended on that date; (C) Iii he case ofthe Cash Flow Statement, ofthe Cash Inflows for the year ended on that date;

Report Oli oilier Lej'af mu! R'j.iila!orr Require!?wIz/s

i . As required by the Conpanies (Auditor's Report) Order. 201 5 ("the Order") issued by the Central Government ofindia in ternis ofsub-scction (1 1) ofsection 143 ofthe Act, we give in the Arinexure a statement on the matters specified in paragraphs 3 and 4 ofthe Order.

2. As required by section 143(3) ofthe Act. we report that:

- a) we Iiavc soi.1ìt and obtained all the infornation and explanations vhich ii the best of our knowledge and E)cliefwere necessary for the purpose ofour audit:

b) in iir °P»' 1)roper books of account as required by law have been kept by the ()ulpany so far as appears from our examination ofthose book;

e) the Balance Sheet. Statement ol' Proflt and Loss, and casti flow Statement dealt vifli by

- this Report are in agreeiììcnt with the books of account:

- d) in our opinion, the aforesaid Iinancial Statements, comply with the Accounting Standards specified under section 133 ofthe act. react with 7 ofCornpanies (Accounts) Rules. 2014.

e) The Provision of Section 73 of the Companies Act. 2013 are not applicable to the -- Company.

- t') on the basis of riftcfl representations received from the directors as on 3 1 March, 2015,

- and taken on record by the Board of Directors, none of the directors is disqualified as on 3I March, 2015. from being appointed as a director in terms ofsection 164(2)ofthe act.

FOR AA SG& CO. -

(CHARTERED ACCOUNTANTS) - FRN : 025660N

- SI)!-

CA. AMJT ACARWAL -

(Partner)

- M.NO. 518399

Place: Delhi -

Date : 27.05.2015



ANNEXURE 'I' TO THE AUDITOR'S REPORT

The Annexure referred to in our report ofeven date to the members ofCornpany named as at and for the year ended 3 1 st March, 20 i 5, we report that:

I . There is no Fixed Assets in the company.

2. The company does not have any inyentories as at the date ofthe Balance Sheet because all its purchases ofshares etc. has been shown in tinder the head of iswestment.

3. (a) In our opinion and according to the information and explanations given to us, the company has not granted any unsecured loans to the companies, firms or other parties covered in the register maintained under section 1 89 ofthe Companies Act, 2013.

(b) In View ofthe facts mentioned in Point No- a. above the provisions ofclause regarding reasonableness of interest charges or paid are flot applicable to the company during the year under report.

4. In our opinion and according to the infòrmation and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to I)LIrchaSeS of stock-in-trade of shares, debentures, commodities and other similar securities, fixed assets and lòr the sale of such stock-in-trade and services. Further, on the basis of our examination of books and records of the company and accordmg to the infonnation and explanations given to us, We have neither come across nor have been informed ofany continuing failure to correct major weaknesses in the aforesaid internal control system.

5. In our opinion and according to the infòrrnation and explanations given to us , the company has not accepted deposits as the company is a non banking Financjal company the provision ofscetion 73 & 74 are not applicable.

6. We have been inlòrmed that mainenance of cost records has not been prescribed by the Central Goveruiìicnt ofthe Companies Act, for the year under review.

7. (a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax. Sales Tax, Service Tax, and any other statutory dues with the Appropriate Authorities.

(b) There is no pending disputed ofany Authority said above.

The ('ompany has no accumulated losses. The company has not incurred cash losses during the financial year covered by our audit, as vell as iii the immediately preceding financial year.

9. Since the company lias neither taken any loans from a financial institution or a bank nor issued any debentures, hence the provisions ofparagraph 4 (xi) ofthe order regarding (lCf'ault in repayment olducs to a tnancíal institution or bank or debenture holders doesn't arise.

.

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lo. According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from a bank or financial institution.

I I . According to the information and explanations given to us. We report that the company has not raised any term loans during the year.

12. Based on the audit procedures perfonned and the information and explanations given to us. We report that no fraud on or by the Conipnv has been noticed or reported during the year, flor have \Ve bccti infornied ofsuch case by the management.

FORAASG&CO. - (CHARTERED ACCOUNTANTS)

- FRN:025660N SD/-

CA. AMIT AGARWAL (Partner) M.NO. 518399

Place: I)elhi

I)ate : 27.05.2015



BALANCE SHEET AS AT 31-03-2015 (IN )

PARTICULARS NOTE . AS AT

NO. 31ST N1ARCII,2015 31ST MARCH2014 ____________________________________ EQUITY AND LIABILITIES

I Shareho'ders Funds

(A) Share Capital 2 127,480000 127,480000

(B) Reserves And Surplus 3 I . I I 7,2 1 7,54 1 1 , I i 6,527,100 2 Çurrent LibiIities

(A) Other Current Liabilities 4 6742 4,494 (B) Short icrni Provisions 5 19174 135965 TOTAL ______ 1,244,895,957 f244..147S59 ASSETS

i Non-Cuncnt Assets

(A) Non-Current Investments 6 I ¿38.982.00O .23»2,OO() (B) Long-Tenu Loans And Advances 7 2.704,1 74 2,827.965

(C) Other Non Current Assets 8 453. 1 58 -

2 Current Assets

(A)StocklnTrade 9 438.104 810.450 (13) Cash And Cash Equivalents 10 2.3 1 8.52 I 1,073,986 (C) Short-Term Loans And Advances 1 1 - 453.158 TOTAL _______ I .244,895,957 1 244.147,559

,cIsvdu!.c rt'ft'rred to abovt' and s:olc attached l/s're tojorit: wt ¡?:Ic'gra/ pur( f Ra/unte SIveti

In Terms OfOur Report Of Even Date Annexed

FOR A ASC& CO.

(Cl IARTERED ACCOUNTANTS)

FRN : 025660N

SD!-

CA. AMIT AGARWAL

(Partner)

M.NO. 518399

Place: 1)dhi

Date : 27.05.2015

'. fN_ i

ii_ t

f\T' L\

FOR SlIAL1NI D!NGS LIMITED

SD'-

ANUP VERMA

(Managing Dfrcctor)

DIN.06818748

SD!-

I)EEPAK KUMAR

(Director)

I) IN .06933359

SD!-

POO.Jì M1TFAL

(Company Secretary) M. No. A38988



STATEMENT OF PROFIT & LOSS FOR TI-lE YEAR ENDED 31-03-2015

(IN '1

PARTICULARS NOTE Current Period Previous Period

NO. 2014-2015

34. 1 60.055

2013-2014

1 32O,8OO

________________________________________ Revenue From Operations 12

Total Revenue 34160,0S5 1J20,800

Cost ofTrading Goods 13 31,212J40 1320,800

Change in Stock In Trade 14 372,346 (810,450)

Other Expenses iS I569.663 96,912

33,154.149 607,262 Total Expenses

Profit Before Tax 1,005,906 713,538 Tax Expense

('titrent Fax 3 1 5,465 135,965 MAT Credit Entitlement -

( I 35,965)

Defèrred Tax - -

690,441 713538 Profit (Loss) For The Period

Earning Per Equity Share

Basic 0.05 0.06 Diluted

________ 0.05 0.06

- In Terms Of Our Report Of Eveti I)ate Annexed

-

FORAASC&CO. - (CHARTERED ACCOUNTANTS)

- FRN : 025660N

SD/- CA. AMIE AGAR\VAL (Partner) M.NO. 518399

- Place: Delhi

Date : 27.05.2015

FOR SII LDINGS LIMITED

SD/- SD/- ANUP YERMA DEEPAK KUMAR

(Managing Director) (Director) DIN.068 i 8748 DIN.06933359

SD/-

POO.JA MITrAL (Company Secretary)

M. No. A38988



tASEI F1O\\ '1A1'EMINT FORTHE YEAR :NDt:l)31'I' MARCh, 2015

t ' In Lacs

PARTICULARS 2()14-15 2OI3-4 ___ A. CAStI FLOWS FROM OPERATION ACTIVITIES:

Net Profit Before Tax And Extraordinary kerns O.OÓ 7 1

Adjustments For: Preliminary Expenditure Written OtT -

Operating Profit Betre Working Capital Changes t (J.OL _______ 7 14

A(I.jlI%1 JilCilts For

Increase1L)ecrease In Current Assets 3.72 (8.10) Increase/Decrease In Long-Term Loans And Advances I .24 -

IncreasefDecrease In Current Liabilities 0.02 - lncreaselDecreáse in Provision for Taxation ( I .3Ó -

(0.97) Generated From Operating Activities 362

(124) DirectlaxPaid -

12.45 Net (ìh Fi'om Opei-iiing Activities (O.97)

u. (AIt FlOWS FROM INVESTING ACTIVITIES Furchase/Sale of Investment - -

- Net Cash From lnvest,ncnt Activities -

( ,. CASH FLOWS FROM FINANCING ACTIVITIES Receipt Against Loans & advances Given - -

- ¡Set Cash Frotii Iii Financing Activities -

12.45 (0.97) NET INCREASE IN CASH ANDCASH F.QUVA[IENTS

CASH & CASI I EQUIVALENTS (()txiuin Ralance) _______ 10.74 1 1.71

23.19 10.74 CASH & CASH EQUIVALENTS (Closing Balance)

NOTE : NEGATIVE FIGURES HAVE BEEN SHOWN IN BRACKETS.

I ii Tcrnis Of Ou r RC1)Orl ( )t I'ven I)ate Annexed I-OR A A S ( & ('().

(CH,RTERED AC(:OUNTANTS) FOR SHALINI HOLDIN(;S LIMITED IRN : 025660N

SDI-1« kt)Ck'

CA. AMIT ACARWAI. t:i' VF.RMA DEEPAK KUMAR (Partner) (Managing Director) (1)ircctor) M.NO. 518399 I)!N.06818748 DIN.06933359

SD/-

I)ate : 27.05.2015 (Company Secretary)

POOJA MITTAL Place: Delhi

M. No. A38988



Notel: SICNIFCANT ACCOUTING POLICIES

(a) Basis for preparation of Accounts:

- The Financial Statements of the Company are prcpare(I and presented under thc historical

- cost convention, on the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") in India, mandatory accounting standards, as specified in

- the Companies (Accounting Standards) Rules. 201 4 and the provisions of the Companies

- Act, 201 3, to the extent applicable, and as adopted consistently by the Company.

-. '[he Company is a Small and Medium Sized Company ("SMC') as defined in the General Instructions in respect of Accounting Standards notified under the Companies Act, 2013.

- Accordingly, the Company has complied ith the Accounting Standards as applicable to a

- Small and Medium Sized Company.

All assets and liabilities have been classified as current or non-current as per the criteria set out in the Revised Schedule VI to the Companies Act. 2013. Based on the nature business the Company lias ascertained its operating cycle as I 2 months for the purpose of current - noncurrent classification ofassets and liabilities.

(b) Use of Estimates

Ehe preparation of financial statements ¡n conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the result ofoperations during the reposting year end. Although these estimates are based upøfl management's best knowledge ofcurrent events and actions. actual result could diffi.r from these estimates. Any revisions to the accounting estimates are

- recognized prosptively in the current and future years.

- (c) Investment

Long-term investments are stated at cost. Provision of diminution in the value of long-term investments is made only if such a decline is other than temporary in the opinion of the management. As in case ofour company such decline is presumed to be temporary hence no provision has been created.

(d) Accounting of Inventories:

(i) Finished goods goods for trade and stores, spares, etc. arc valued at cost or net - reali7able value, whichever is lower. Materials and supplies held for use in

- production of flnished goods are not written down below cost if' the finished products in which they will be incorporated are expected to be sold at or ahvc cost.

.-.

(ii.) Gocds in transit are valued at cost to date.

-. (lii) 'Cost' comprises all costs of purchase. The cost formulae used is either 'lrst in lirst out', or 'specific identiflcation', or the 'average cost', as applicable.



I

(e) Revenue Recognition

() Revenue!Income and Cost/Expenditure are generally accounted for on accrual as they - are earned or incurred. except in case ofsignificant uncertainties. However. where the

ultimate collection of the saine lacks reasonable certainty revenue recognition us - postponed to extent of uncertainty.

(ii) Sale of goods is recognized on transfer of significant risks and rewards of ownership - which is generally on the dispatch of goods and are recognized net of discounts,

- rebates.

- (iii) Dividend income on investments ¡S accounted for as and when the right to

receive the same is established.

(t) Employee Benefits

- Company do not follow the provision of the accounting Standard- I 5 Eniployce benefits" as

the company do not have employee more than I O personneFs. So it is the policy of the -

company that any kind ofprovision mentioned in the AS -15 will not be entertained. And the company does ¡lot make provision for gratuity also.

In case the colllpanv's einploee limits goes beyond the prescribed limits then AS-15 for Employee bcnelits will be Laken lino consideration.

(g) Provisions, contingents Liabilities and contingent Assets:

(i) A Provision is recognized when the company has present obligation as a result of past event and it is probable that outflow ofresources will be required to settle the obligation and in respect of which a reliable estimate can be made. Provisions are not discounted to their present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

(ii) Contingent Liabilities are disclosed separately by way of note to financial statements after careful evaluation by the managements ofilie facts and legal aspects ofthe matter involved in case of

(a) a present obligation arising from the past event. when it is not probable that an - outflow ofresources will he required to settle the obligation.

(b) A possible obligation, unless the probability ofoutfiow of resources is remote.

(iii) Contingent Assets are neither recognized. nor disclosed in the financial statements.

- (Ii) Taxation

- Provisions l)r current tax is made in accordance with and at the rates specified under the

- Income Tax Act. 1961, in accordance with Accounting Standard 22- Accoiinting for taxes on

- Income', issued by tile Institute oîChartered Accountant of India.



- (i) Earning per share

- Basic earning per share is calculated by dividing the net proflt or loss for the year ait rihntable

to equity shareholders (after deducting attributable taxes) by the weighted averages number of -

equity shares outstanding during the year.

- For the purpose of calculating diluted earning per share, the net profit or loss for the year

-- attributable to equity shareholders and the eìghtcd average number of shares outstanding during the year are adjusted for the effects ofall diluted potential equity shares.

(i) Cash and Cash Equivalents

Cash and cash equivalents in the cash flow statements comprise cash at bank and in hand and

highly liquid investments that are readily convertible into known amount of cash.



Notes to Financial S1tcriients

NOTE 2. SHARE CAPITAL IN

.

PARTICULARS AS AT AS AT

__________________________________ 31ST MARCH 2015 31ST MARCh 2014 -

Authorised Share Capital -

I 3,000,000 ( Previous Year I 3,000,000) E(ÌUdY Share of ' 1 0 Each I 30,0O0000 i 30,OO000

I 30,000,000 130,000,000

Issued, Subscribed & Paid up Share (apital

Shares at the end oíthe Accounting Period 12,748,000 (Previous Year 12,748,00()) Equity Shares of ' 10/- h275480,000 127,480,000

Total 127,480,000 I 27,480,000

2. 1 The company has only one class ofequity Shares having Par Value ol' ' 1 0 per Share. All these Shares have Same -. right & preferences with respect to payment of dividend, repayment of Capital & Voting.

2.2 The reconciliation ofthe number ofShares outstanding is set out Below

PARI'ICULARS AS AT 31Si \IARCI-I 2015

AS AT 31ST MARCH 2014 ______________________________________

F(1Ui(y Shares at the beginning oftbe year 12748,OOO 12,748,000

\I : Issued during the year - -

I quity Sloeres at the cnd ofthe Year !2?48,000 12,748,000

2.3 Shares In The Company Held By Each Shareholder Holding l'Slore Than 2% shares

Naine Ot the Shareholders

ASAT 31ST MARCH 2015


-

%oI -

IO 01 'IV1fl ' Shares No. OfShare

held No. Of Share

held ______________________ _________________________________________

Sunshine Capital Liiiiicd 2.94 375.00()

_____________

14.90

_________________

1.900,000

Sri 1\iitriiatIì liiiarìce I id. __________ - - 5.57 _______ 7 1 0,300



NOTE 3: RESERVE & SURPLUS IN'

PARTICULARS AT 31ST MARCH 2015

AS AT 31ST MARCH 2014 _____________________________

Securities Premium Account At The Beginning Of The Accounting Period 1. 12 i .25OOU() I , I 2

Additkn during the Year ____________ - -

At The End Ofîhe Accounting Period 1,121,25O00O I,121,25OOOO

Surplus At The Beginning OfThe Açcounting Period (4,7229OO) (5,436,438)

Additions 1)uring The Year 69O44 i 7 1 3,538 (Balance In Statement OfProfit & Loss) Transfer l'o Reserves ________ __________

At The End OfThc Accounting Period (4,O3245 (4.722,900)

Grand Total 1,1 l72I 7,541 1,116,527,100

CURRENI' LIABIL1TES:

NOTE 4 : OTHER CURRENT LIABILITIES

PARTICULARS ______________________________

AS AT 31ST MARCH 2015

Expenses Payable 6,742

Total 6,742

NOTE 5 : SHORT TERM PROVISION

IN'


4,494

4,494

IN'

PAR'li(IILARS ___________________________________

AS AT 31ST MARCII 2015


Provision for 1'axation 191674 135.965

(rand l'otal 135,965 !4

rç)QPÇf' PDF compression, OCR, web optimization using a watermarked evaluation copy of CVISION PDFCompressor


NOTE 6: NON CURRENT INVESTMENT EN'

PARTICULARS AS AT AS AT 31ST MARCH 2015 31ST MARCH 2014 _______________________________________

Quoted Equity Shares

1582020 SkaI Leasing & Finance Limited of' 10/-each 537,770,000 537,77OOOO

9()O()OO Genesis Developers & Resorts Limited of ' I 0/- each 90000000 9O,OOOOOO

Unquoted Equity Shares

i 2000 Blue Bell Finance Ltd. of ' I O I-

each l2l2,OOO 1,212,000

488000 .

Prism Securities Pvt. Ltd. of

I 0/- each 6 1 0,000.000 6 I O,O0OOO()

'Fotal i ,238,982,000 I 238,')82,O00

* As the company has invested in Quoted shares. The market value ofthese can not be figured out. Thus market value of the company is not given in the flutancial statements.

NOTE 7 : LONG TERM LOAN & ADVANCES

PARTICULARS _____________________________________

AS AT 31ST MARCH 20 1 5

AS AT 3 1 ST MARCH 2014

Unsecured Loan Loans at agreement values less installment received (include overdue Amount)

Standard Assets 2,ó92OOO 2,69200O Other Loans & Advances

MAT Credit Entitlement L, I 71 135965

Foti1 27O4q174 2,827,965

NOTE 8: OTHER NON CURRENT ASSETS IN'

PARTICULARS _____________________________________



Balances with Revenue Authority 453. 1 5 -

(;iiiid 'bld! 5.5_'.1(:Jt 453,158 -

c3::ic.Lrç \\



NOTE 9: STOCK IN TRADE

PARTICULARS A Vi' 31ST MARCh 2U1

AS AT 3151' MARCH2014 __________________________________________

Stock inTrade 438.104 810,450

'lotal 438,104 810,450

NOTE 10: CASh & CASH EQUIVALENTS IN'

PARTICULARS AS AT 31ST MARCH 2015

AS AT 31ST MARCH 2014 ________________________________

( ;iì iii I lanci 699, 1 25 1,073,986

Ilank balance with Current account 1,619,396 -

TotiI 2J18,521 1,073,96

NOTE 11 : SlIORT TERM LOAN & ADVANCES IN

AS AT PARTICULARS 31ST MARCH AS AT

2015 31ST MARCH 2014 _____________________________________ Ratance from Revenue Authorities -

-

453,158

453,158 Total

NOTE 12 : REVENUE FROM O1'ERAi'ION IN'

PARTICULARS ASAT

31ST MARCH 2015

AS AT 31ST MARCH 2014 ______________________________________

Sale ofSharcs 891.495 1,320,800 Sale offabrics 3,268,560 -

(rantl Total 34,160,055 1,329,800



NOTE: 13 COST OF TRA DINC COODS IN

ASAT PARTICULARS 31ST MARCH AS AT

2015 31ST MARCH 2014 ________________________________________ Purchases of Shares - I ,320,gOO

Purchases of fabrics I 2 12,140 -

Totil 31,212,140 1,320,800

NOTE: 14 CHANGE IN STOCK IN TRADE IN

ASAT PARTICULARS 31ST MARCH AS AT

2015 31ST MARCH 2014 ________________________________________

Balance al the beginning of the year 8 1 0,450 -

Balance at the Closing ofthe year 43,104 810,450

Grand Total 372,346 (810,450)

NOTE : 15 OTHER EXPENSES

PARTICULARS

Advertisement Expenses Audit Remuneration Bank Charges Trading Expenses

Conveyance Expenses Interest on taxes

Legal & Professional charges Listing Compliance Charges Postal Charges

Printing & Stationery ROC Compliance Charges

I()t11

AS AT 31ST MARCH

2015

59,240 6,742 1,337

400 15,369

I 5 012 I 12,360

1,301,410

7,500

29,893 20400

1,569

IN


54,800 4,494

i .000

22,500 5,618

8.500

912



16. Previous years figures have been reworked, regrouped. & reclassified wherever necessary to coufinu to the current year presentation.

17. Balance standing tó debi,t & credit of parties are subject to eonfltmation.

18. In the opinion of Board of Director, the current Assets, loans & advances hae a value ou realization in thc ordinary course of business at least equal to the amount at vhich these are stated.

19. As per AS-13, all long term investments are to be carried at cost less diminution ¡u the value - except for temporary diminution.

.- 20. As per the Provision of AS-2, Accounting of Inventories, Stock in trade should be valued at cost or market price whichever is lower, so that the company has valued it's currently - purchased all stock in trade at less value that is cost.

21. Any provision no longer required written back.

- 22. The company's business activity falls within single primary/ secondary business segment - trading in fabric & textiles viz. . The disclosure requirement ofAccowitiug standard (AS) -17

Seginent Reporting "issued by the Institute of chartered Accountants of India, therefore is _ not applicable.

- 23. Related Party Disclosure:

- As per Accounting Standard I 8 on related Party disclosure issued by the Institute of chartered

-. Accountants of India. there is no related party transaction recognized during the year.

24. Earning per Share "AS-2O' issued by the Institute ofchartered Accountants of India;

Particulars

_____________________________________________

Year ended March 31, 2015

Year ended March 31, 2014

(A) Profit after taxation as Statement of Profit and Loss (in ')

-Ï

690,44 1 7 I 3538

Weight Average number of equity Shares outstanding during (lie year

i 2.748.000 12.748,000

(U) Nominal value ofEquity shares (in ') 10.00 10.00

(D) Basic Earning per Share 0.05 0.06

(E) Diluted Earning per share 0.05 0.06



25. Payment to Auditor 2014 -2015 20 1 3 - 2014

Audit Fee 4,494/- 4,4941.-

26. There are no micro, Small and Medium Enterprises. to whom the Conipany owes dues which

outstanding for more than 45 days as at 3 I March 20 1 5. This information as required to be

disclosed under the micro, small and medium Development Act, 2006 has been determined to the extent such parties have beeii idezitified on the basis of information available with

C()Iul pany.

In terms ofOur Report ofeven date annexed.

FOR AA S G & CO. (CHARTERED ACCOUNTAINIS) FRN 025660N

SD/-

CA. AMIT AGARWAL (Partner)

M.NO. 518399

Place: New Delhi Date: 27.05.2015

FOR SHALINI HOLDiNGS LIMITED

4#r (-:ï)1x4 C),i&1&

SDI- SD/-

ANIJP YERMA Dl:F:l'AK KUMAR (Managing Dircctor (I)ircctor)

DIN: 06818748 I)IN: O(,933359

S I)!-

POOJA M ITTA L

(Company Secretary) (M. No. A38988)



)N X -OtTSTAÑD1NC LITI(;ATIC

- Except as stated herein, there are no outstanding or pending litigation. suits, civil prosecution, criminal proceedings or tax liabilities against our Company. our Directors, our Promoters and Group Companies and there are no defaults, non-payment of statutory dues, over dues to banks and financial institutions,

- defaults against bank and financial institutions and there are no outstanding debentures, bonds, fixed deposits or preference shares issued by our Company; no default in creation of full security as per the terms of the issue. no proceedings initiated for economic or other offences (including past cases where ienalties may or may not have been awarded and irrespective of whether they are specified under paragraph (I) ofPart I ofSchedule XIII ofthe Companies Act, 1956), and no disciplinary action has been taken by SEBI or any stock exchanges against our Promoters, our Directors or Group Companies.

CASES FILED BY OUR COMPANY

- Civil Cases

There are no civil proceedings filed by our Company.

Criminal Cases

l'here are no criminal proceedings tiled by our Company.

Il. Outstanding litigations ofinvolving the Promoters/ Promoter Companiesl directors of Promoter Companies

- and Croup Companies:

_ (A) All pending litigations in which the Promoters1 Promoter Companies! directors of lromoter Companies are involved

NIL

--

(B) All pending litigations in which the Group Companies/ directors ofOroup Companies are involved.

NIL

- (C) List ofall defaults to ihe financial institutions or banks by Promoters/ Pmmoter Companiesì directors of Promoter Coiìipan les.

. NIL

- (D) List of all defaults to the financial institutions or banks by Group Companies/ directors of Group Companies.

- NIL

(F) 1 ist of all non-payment of statutory dues by Promotcr' Promoter Companies! directors of Promoter Companies.

NIL

I I ist ofall non-payment ofstatutory dues by Group Companies/ directors ofGroup Companies.

NIL

\L

7i1



(G) List of aH dues towards instrument holders such as debt instrument holders, fixed deposits and arrears on cumulative preference shares by Promoters! Promoter Conipanies! directors of Promoter Companies.

NIL

(H) List of all dues towards instrument holders stich as debt instrument holders, fixed deposits and arrears on cumulative preference shares by Group Companies! directors ofGroup Companies.

NIL

(I) List of proceedings initiated fòr economic ot'fences or civil offences (including the past cases, if found guilty) by Prornoters/ Promoter Conipanies! directors ofPromoter Companies.

NIL

(J) List of proceedings initiated for economic offences or civil offences (including the past cases, if found guilty) by Group Companies! directors ofGroup Companies.

NIL

(K) List of all disciplinary action taken by SlI3! or recognised stock exchanges against the Promotcrs/ Promoter Colpaf1iesJ directors of Promoter Coni panics.

NIL

(L) List of all disciplinary action taken by SEBI or recognised stock exchanges against the Group Companies! directors of Group Companies.

NIL

(M) List of Cases of pending litigations. defaults, etc. in respect of group companies with which the Promoters/ Promoter Companies! directors of Promoter Companies, vere associated in the past but are no longer associated, in case their name(s) continue to be associated with the particular litigation(s).

NIL

(N) List of past and present litigationsl defniltsJ ovci dues or labour pro1)le11s closure etc., fliced by the Group Companies.

NIL

(0) All the litigations against the Promoters Promoter Companies/ directors of Promoter Companies involving violation of statutory reguintions.

NIL

(P) All the litigations against the Group Companiesi directors of Group Companies involving violation of statutory regulations

NIL tT&



(Q) i\II the litigations against the Promoters! Promoter Companies! (lilectorS of Promoter Companies alleging criminal offence.

N I L

(R) All the litigations against the Group Companiesi directors of Group Companies alleging criminal offence.

NIL

(S) List of adverse findings. if any. in respect of the persons/entities connected with our Company/ Promoters! Promoter Companicsl directors of Promoter Companies! Group Companies! directors of Group Companies as regards compliance with the securities laws.

NIL

-'C



- SECTION XI - LICENSE & COVERNMENT APPROVALS

- Tue Company has received the necessary conseus, licenses, permissions and approvals from the Government ofhidia and various governmental ageick's requiredjor I/iepn'senl busi,,ess (us applicable

-. On date of this Information Memorandum) and except mentioned below, tio firi/ier approvals are

requiredfor carrying on the existing business and expansion plans. Ji illusi be distincily understood that. in granting these approvals. the Government of/nc/ia (loes flot take cmy responsihililyjor the company financial soundness orfor the correctness of any of the statements made or opinions expressed in thLc behalf

- In view of the approvals ct/ready ol,tc,ined. the Company can uiideriake this issue cit:cI the current! proposed business activities and izo further ?flajor approvals from any governmental or regulatory (lulliority or aîv other entity are required to undertake the Issue or continue the business activities, - except the pending approvals menliopieci below. Unless otherwise stated, these approvaJ. are all valid as of the date of this Information Memorandwn. The following statement sets out the details of licenses, permissions and approvals :akeii by 11w ('ainpany under various central and state lawsfor carrying out

- its /)USÌflCSS.

I . A PI)I'IS I n I(elation To our ('ornpany s I ncorporat 14)11

II. Approvals for the Listing

Our Board of Directors lias approved the Direct Listing pursuant to resolution passed at their mcetingheld on 12th March. 2015.

- 111, 1PProvals in relation to our business

Our Company is required to obtain wirious approvals iii relation to our business. The registrations and approvals obtained by our Company in respect of our business in india include the following:

;.

-7-?



. SECT1ONX!I - PURPOSE OF LISTING

The entire Equity Share Capital of the Company is currently listed at Delhi Stock Exchange Limited

(DSE) which has been derecognized by SEBI VIDE CIRCULAR - NO.WTM/PS/45/MRD/DSA/NOV/2014 dated 19th November, 2014 and Ahmedabad Stock Exchange

- Limited (ASEL) However, since no trading platform is available on any of the mentioned stock

exchanges. the trading ofthe securities of the Company is not ctrried out in these stock exchanges. Since - the Bombay Stock Exchange Ltd. (BSE) ¡s thc world's No. I cxchangc in tenus of listed companies (over

5000) providing a host of services to capital market participants including risk management, clearing, - settlement, market data services and education, nation-wide trading terminals and also has a global reach

- with customers around the world with a nation-wide presence, getting the Company listed at BSE will

provide the members of the Company, investors and/or traders, the facility to trade in the shares of the

company, better liquidity of funds, help in mobilizing savings for economic development as vell as

protect the investors interest by ensuring fLu) disclosures. Further considering the followings benefits of

listing, the Management has got motivated to get the securities ofthe Company listed on BSE*:_

a.) Fund Raising and eNit route io investors: - Listing provides an opportunity to the Corporate I entrepreneurs to raise capital to Fund new

- projects/undertake expansions/diversifications and for acquisitions. Listing also provides an exit route to private equity investors as well as liquidity lo the ESOP-holding employees.

b.) Ready Marketability of Security: Listing brings in liquidity and ready marketability ofsecurities on a continuous basis adding prestige and importance to listed companies.

-

e.) A1)ilit'S tu raise further capital:

- An initial listing increases a companyts ability to raise further capital through various routes like

preferential issue, rights issue. Qualified InstitUtional Placements and ADR'GDRs/FCCBs, and in the - process attract a wide and varied body of institutional and professional investors.

Supervision and Control ofTradiiig ¡n Securities: The transactions in listed securities are required to be carried uniformly as per the rules and byelaws of

the exchange. All transactions in securities are monitored by the regulatory mechanisms of the stock exchange, prevenhing unfir trade practices. lt improves the confidence of small investors and protects

- them.

-

e.) Fair Price for the Securities: -

The prices are publicly arrived at on the basis of deniand and supply: the stock exchange quotations are generally reflective of the real value of the security. Thus listing helps generate an independent valuation of the company by the market.

f) 'I'imclv Disclosure of' Corporate Information: The listing agreement signed with the exchange provides for timely disclosure of information relating to

- dividend. bonus and right issues, book closure, facilities for transfer, company related information etc by the company. Thus providing more transparency and dijo investor confidence.

i 'Q



g.) CoIJateriI V 4t1 uc of Securilies: Listed securities are acceptable to lenders as collateral for credit ficilities. A listed company can also

borrow from financial institutions easily as it is rated favorably by lenders of capital the company can

also rdise additional funds from the public through the new issue market with a greater degree of

assurance.

h.) Belier (orporate Practice: Since the violation of the listing agreement entails the dc-listing/suspension of securities from the rings

ofthe exchange, the listed companies are expected to follow fair practices to the advantage of investors

and public.

i.) Benefits to the Public: The data daily culled out by the stock exchange in the form of price quotations and others; provide

valuable information to the public which can be used for project and research studies. The stock -

exchange prices can be an index of the state of the economy. Financial institutions. NRIs, individual

- investor's etc. can take wise decisions before making investments.

-'o



4SECTION XIII - OTHER INFORMATWN j

MATERIAL CONTRACTS AND DOCUMENTS FOR JNSPECTION

The copies of the following contracts which have been entered or are to be entered into by our

Company (not being contracts entered into in ihe ordinary course of business carried on by our

Company or contracts entered into more than two years before the date of this Information

Memorandum) which are or may be deemed material have been attached to the copy of the

- Information Memorandum delivered to the ROC for registration. Copies of the above mentioned

contracts and also the documents fl,r inspection referred to hereunder. may be inspected at the

Registered Office between 10:00 a.tn. and 04:00 p.m. on all Working E)ays.

I . Certificate of Incorporation ofthe Company

2. Certificate for Commencement of business

3. Copy of Board Resolution for approva I of Direct Listing dated I 2th March, 2015

4. Agreement between NSDL, our Company and the Registrar to the Company dated I 3thi Feburary,

2015. 5. Agreement between CSDL, our Company and the Registrar to the Company dated 261h

Deceniber, 2014. 6. The list oldocuments is given here under as per the requirement ofihe Direct Listing Norms:

- - Annexure I of Direct listing Norms as downloaded from the BSE website

-3 Certificate of Managing Director/Company Secretary that company complies with the I)irect

-. listing norms of BSE Ltd.

.-). Undertaking from the Managing Director/ Company Secretary

- -). information Memorandum

-). Copy of MOA and AOA -

-9. Copies of aH prospectus issued by the company for the issues made in the past and other offer

documents issued during the last 5 years -

.4. Annual Report ofLast Five Years

-.) Quarterly results of the company. in clause 4 I fòrmat

-4 Shareholding Pattern as per Clause 35 ofthe Listing Agreement

.-' -3 Secretarial audit report for the latest (luarter

-s. Detail of Promoter Group! subsidiary companies listed on BSE/ Other Recognized Exchanges

-. ,-+ Details of Shareholding of Promoter and Promoter Group

.-+ The details of the company's equity shares if any. which are issued but not yet listed and the

reasons thereof

-

-4. Details of PAN/ DIN/ TAN of the cornpanyfdirector promoters/ promoter gtoup/ compliance

officer

- -4 Undertaking from the Managing Director and Company Secretary ofthe Company stating that the

company was never listed on BSE in any of its old or present names and has never been de-usted

- by RSE. .-+ Certificate of MD

- -4 Compliance Status by Company

-+ Net Worth Certificate -4 Distributable Profit .4 NOC from Stock Exchange

- -4 Scores Entity Status

- Any of the contracts or documents mentioned in this information Memorandum may be amended or

modified at any time ii so required in the interest of our Company or if' required by the other parties,

without reference to the shareholders subject to çmpliance of the provisions contained in the

iCompanies Act and other relevant

-)



-

J

All relevant provisions ofthe Companies Act,1956 and Companies Act. 2013 (to the extent applicable)

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 and

Companies Act. 2013. 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 the Company have been obtained, are currently valid and have been

complied with. We further certify thatall the statements in this Information Meniorandum are true and

correct.

SI(;NED BY THE DIRECTORS OF THE COMPANY

Mr. Anup Ve (Managing Director) V.

DIN: 06818748

SIGNED BY TIlE COMPANY SECREATRY I COMPLIANCE OFFICER

Ms.Poojí ( Company Secretary) "

Date: 31.07.2015

Place: New Delhi

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