information memorandum...stock and capital limited(formerly known as ludhiana stock exchange...

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INFORMATION MEMORANDUM

PHF LEASING LIMITED

Regd. Office: 923, G.T. Road, Jalandhar

CIN- L65110PB1992PLC012488 Phone No.:0181-4639903-06, E-mail: [email protected]

INFORMATION MEMORANDUM FOR LISTING OF 2,98,78,00 EQUITY SHARES OF RS. 10/-

EACH FULLY PAID-UP

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

INFORMATION MEMORANDUM

GENERAL RISKS

Investment in equity and equity-related securities involve a degree of risk and investors should not invest

in the equity shares of PHF LEASING LIMITED unless they can afford to take the risk of losing their

investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in the shares of the Company. For taking an investment decision, investors must rely on their own

examination of the Company including the risks involved. The securities have not been recommended or

approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of the investors is invited to the statement of Risk Factors

appearing in this Information Memorandum.

LISTING

The Equity shares of the Company were listed on the Delhi Stock Exchange Limited (DSE) and Ludhiana

Stock and Capital Limited(formerly known as Ludhiana Stock Exchange Limited) (LSE). The Company proposes to list its Equity shares with the Metropolitan Stock Exchange of India Limited (MSEI) under

direct listing route. The Company has submitted this Information Memorandum to MSEI. The Information

Memorandum would be made available on the website of MSEI (www.msei.in)

http://www.msei.in/

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TABLE OF CONTENTS

SN TITLE PAGE NO.

I DEFINITIONS, ABBREVIATIONS & INDUSTRY RELATED TERMS 3

II CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL AND

MARKET DATA

4

III FORWARD-LOOKING STATEMENTS 4

IV RISK FACTORS 5

V BUSINESS OVERVIEW 8

VI SUMMARY OF FINANCIALS 8

VII PURPOSE FOR LISTING 9

VIII GENERAL INFORMATION 9

IX CAPITAL STRUCTURE 11

X HISTORY AND OTHER CORPORATE AFFAIRS 14

XI OUR MANAGEMENT 15

XII PROMOTERS & PROMOTER GROUP 16

XIII DIVIDEND POLICY 18

XIV OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS 19

XV GOVERNMENT APPROVALS, SANCTIONS AND REGISTRATIONS 19

XVI OTHER REGULATORY AND STATUTORY DISCLOSURES 20

XVII DOCUMENTS 21

XVIII DECLARATION 21

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I. DEFINITIONS, ABBREVIATIONS & INDUSTRY RELATED TERMS

General Terms and Abbreviations

Act Applicable provisions of the Companies Act, 1956 and the

Companies Act, 2013

AGM Annual General Meeting

Articles Articles of Association of the Company as originally

framed or as altered from time to time in pursuance of any

previous company’s law or of this Act.

AS Indian Accounting Standard

Board or Board of Directors Board of Directors of the Company

BSE BSE Ltd./ Bombay Stock Exchange

Capital or Share Capital Share Capital of the Company

CDSL Central Depository Services (India) Limited

DSE Delhi Stock Exchange Limited

DOI Date of Issue

EPS Earnings Per Share

LSE Ludhiana Stock and Capital Limited( formerly known as

Ludhiana Stock Exchange Limited)

Equity Share(s) Fully paid-up equity shares of the face value of Rs. 10/-

each of the Company

Equity shareholders

Holders of Equity Share(s) or the beneficiaries holding

their shares in DEMAT Mode.

FDI Foreign Direct Investment

FEMA Foreign Exchange Management Act, 1999

FI Financial Institutions

FII(s) Foreign Institutional Investors registered with SEBI under applicable laws

FY / Fiscal Financial year ending March 31

HUF Hindu Undivided Family

IT Act Income Tax Act, 1961 and amendments thereto

MSEI Metropolitan Stock Exchange of India Limited

NAV Net Asset Value

NR Non Resident

NRI(s) Non Resident Indian (s)

NSDL National Securities Depository Limited

OCB Overseas Corporate Bodies

RBI The Reserve Bank of India

Registrar to the Company Skyline Financial Services Private Limited

ROC Registrar of Companies, NCT of Delhi & Haryana

SEBI Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992

SEBI Act, 1992

Securities and Exchange Board of India Act, 1992 and

amendments thereto

SEBI (ICDR) Regulation The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009,

as amended to date

Takeover Code The SEBI (Substantial Acquisition of Shares and

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Takeovers) Regulations, 2011 as amended to date

“we”, “us”, “our”, “the Company”, “our

company”, unless the context otherwise implies, refer to, PHF Leasing Limited

A private limited company incorporated under the

provisions of the Companies Act, 1956 presently named as

PHF Leasing Limited

II. CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL AND MARKET DATA

Financial Data

Unless otherwise stated, the financial data in this Information Memorandum is derived from the audited

financial statement of the Company.

The fiscal year of the Company commenced on April 1 and ended on March 31 of the next year, so all references to a particular fiscal year of the Company are to the 12 months period ended on March 31 of

that year.

Currency of Presentation

All references to “Rupees” or “Rs.” or “INR” are to Indian Rupees, the official currency of the Republic of

India.

Market Data

Unless otherwise stated, industry data, if any, used in this Information Memorandum has been obtained

from industry publications. These industry publications generally state that the information contained

therein 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, such data has not been verified by any independent

source.

III. FORWARD-LOOKING STATEMENTS

This Information Memorandum contains certain “forward-looking statements”. These forward-looking statements generally can be identified by words or phrases such as “will”, “aim”, “will likely result”,

“believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”,

“future”, “objective”, “goal”, “project”, “should”, “will pursue” or other words or phrases of similar import. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause

actual results to differ materially from those contemplated by the relevant forward-looking statement.

Important factors that could cause actual results to differ materially from our expectations include, among

others:

a. Our dependence on key personnel;

b. Our ability to comply with the financial conditions and other covenants of our borrowings;

c. General economic and business conditions in India and other countries;

d. Regulatory changes relating to the business segments in which we operate and our ability to

respond to them;

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e. Technological changes;

f. Our exposure to market risks, general economic and political conditions in India which have an

impact on our business activities or investments; and

g. Changes in domestic and foreign laws, regulations and taxes and changes in competition in our

industry.

For further discussion on factors that could cause our actual results to differ, please refer to “Risk Factors” of this Information Memorandum.

Our Company does not have any obligations to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the

underlying assumptions do not come to the Company.

IV. RISK FACTORS

An investment in equity shares involves a high degree of risk. You should carefully consider all of the

information in this Information Memorandum, including the risks and uncertainties described below. If any of the following risks actually occur, our business, financial condition and results of operations could

suffer, the trading price of our Equity Shares could decline, and you may lose all or part of your

investment.

Major fraud, lapses of internal control or system failures could adversely impact Company’s

business.

Our reputation could also be adversely affected by significant fraud committed by our employees, agents,

customers or third parties.

Material changes in the regulations that govern us could cause our business to suffer and the price of

our Equity Shares to decline. We are regulated by the Companies Act and our operational activities are subject to supervision and

regulation by statutory and regulatory authorities. In addition, we are subject to changes in Indian law, as

well as to changes in regulation, government policies and accounting principles. Any material changes in

the regulations that govern us could cause our business to suffer and the price of equity shares may decline.

Our success depends in large part upon our management team and skilled personnel and our ability

to attract and retain such persons.

We are highly dependent on our senior management, our directors and other key personnel. Our future performance will depend upon the continued services of these persons. The loss of any of the members of

our senior management, our directors or other key personnel may adversely affect our results of operations

and financial condition. Competition in the financial services industry for senior management and qualified

employees is intense. Our continued ability to compete effectively in our businesses depends on our ability to attract new employees and to retain and motivate our existing employees. Our inability to hire and retain

such employees could adversely affect our business.

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We could be exposed to risks arising from employee and business associate misconduct and trading

errors.

Misconduct by employees could include their binding us to transactions that exceed authorized limits or

present unacceptable risks to us, hiding unauthorized or unsuccessful trading activities from us or the

improper use of confidential information. These types of misconduct could result in business risks or losses to us including regulatory sanctions and serious harm to our reputation.

Our ability to pay dividends in the future will depend upon our future earnings, financial condition,

cash flows, working capital requirements, capital expenditures and other factors

The amount of our future dividend payments, if any, will depend upon our future earnings, financial

condition, cash flows, working capital requirements, capital expenditures and other factors. There can be no assurance that we will have distributable funds in future periods.

Rights of shareholders under Indian law may be more limited than under the laws of other

jurisdictions.

Our Company's Articles of Association, regulations of our Board of Directors and Indian law govern our

Company's corporate affairs. Legal principles relating to these matters and the validity of corporate procedures, Directors' fiduciary duties and liabilities, and shareholders' rights may differ from those that

would apply to a company in another jurisdiction. Shareholders' rights under Indian law may not be as

extensive as shareholders' rights under the laws of other countries or jurisdictions. Investors may have more difficulty in asserting their rights as a shareholder in an Indian company than as a shareholder of a

corporation in another jurisdiction.

Any future issuance of Equity Shares may dilute your shareholding

Any future equity issuances by us may lead to the dilution of investors’ shareholdings in our Company.

Any future equity issuances by us may adversely affect the trading price of the Equity Shares. In addition, any perception by investors that such issuances might occur could also affect the trading price of our

Equity Shares.

Natural calamities could have a negative impact on the Indian economy and cause our business to

suffer.

India has experienced natural calamities such as earthquakes, tsunami, floods and drought in the past few years. Natural calamities could have a negative impact on the Indian economy and may cause suspension,

delays or damage to our current projects and operations, which may adversely affect our business and our

results of operations.

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

Our performance and growth are dependent on the health of the Indian economy. The economy could be

adversely affected by various factors such as political or regulatory action, including adverse changes in

liberalisation policies, social disturbances, terrorist attacks and other acts of violence or war, natural

calamities, interest rates, commodity and energy prices and various other factors. Any slowdown in the Indian economy may adversely impact our business and financial performance and the price of our Shares.

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The Indian securities markets are smaller than securities markets in more developed economies. Indian

stock exchanges have in the past experienced substantial fluctuations in the prices of listed securities.

These exchanges have also experienced problems that have affected the market price and liquidity of the securities of Indian companies, such as temporary exchange closures, broker defaults, settlement delays

and strikes by brokers. In addition, the governing bodies of the Indian stock exchanges have from time to

time restricted securities from trading, limited price movements and restricted margin requirements. Further, disputes have occurred on occasion between listed companies and the Indian stock exchanges and

other regulatory bodies that, in some cases, have had a negative effect on market sentiment. If similar

problems occur in the future, the market price and liquidity of the Shares could be adversely affected.

Political instability or changes in the Central Government could adversely affect economic

conditions in India and consequently the Company’s business

The Company’s performance and the market price and liquidity of the Shares may be affected by changes

in exchange rates and controls, interest rates, government policies, taxation, social and ethnic instability

and other political and economic developments affecting India.

The Central Government has traditionally exercised and continues to exercise a significant influence over

many aspects of the economy. The business of the Company, and the market price and liquidity of the

Shares may be affected by interest rates, changes in Central Government policy, taxation, social and civil unrest and other political, economic or other developments in or affecting India.

The market value of your investment may fluctuate due to the volatility of the Indian securities

markets.

Indian stock exchanges have, in the past, experienced substantial fluctuations in the prices of listed

securities.

Indian stock exchanges have experienced problems which, if such or similar problems were to continue or

recur, could affect the market price and liquidity of the securities of Indian companies, including the Shares. These problems have included temporary exchange closures, broker defaults, settlement delays and

strikes by brokers. In addition, the governing bodies of Indian stock exchanges have from time to time

imposed restrictions on trading in certain securities, limitations on price movements and margin requirements. Furthermore, from time to time, disputes have occurred between listed companies, stock

exchanges and other regulatory bodies, which in some cases may have a negative effect on market

sentiment.

Sudden substantial sales by shareholders could cause the price of equity shares to decline.

As there is no lock-in provision on the equity shares after listing, sale of substantial number of equity shares could lead to fall in market prices of the equity shares.

The prices of the Company’s equity shares may be volatile, or an active trading market for the

Company’s equity shares may not develop.

Prices of the Company’s equity shares may fluctuate after this listing. There can be no assurance that an

active trading market for the equity shares will develop or be sustained after this listing. The Company’s share price could be volatile.

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V. BUSINESS OVERVIEW

PHF Leasing was incorporated on 20th July, 1992 with the Registrar of Companies, Punjab, Himachal

Pradesh and Chandigarh and got the certificate for commencement of business on 4th August, 1992. The

Company has been registered with Reserve Bank of India vide registration no. A-06.00124 and has been classified as Asset Finance Company. The company has came out with public issue in 1997 and the equity

shares of the company are presently listed on Ludhiana Stock and Capital Limited (formerly known as

Ludhiana Stock Exchange Limited) and Delhi Stock Exchange Limited.

The Corporate Identification Number of the Company is L65110PB1992PLC012488.

Shareholders Agreements

At present, there are no shareholders agreements between the company and any other person.

Strategic/Financial Partners

The Company, as on date, has no strategic or financial Partners.

Material contracts

There is no material contracts, agreements (including agreements for technical advice and collaboration), concessions and similar other documents (except those entered into in the ordinary course of business

carried on or intended to be carried on by the company), executed or entered into by the Company.

VI. SUMMERY OF FINANCIALS

Balance Sheet

(Rs. In Lakhs)

Particulars/ FY ended 31.03.2017 31.03.2016 31.03.2015 31.03.2014 31.03.2013

Sources of funds

Share Capital 298.78 298.78 298.78 298.78 298.78

Reserves & Surplus 211.82 206.51 202.31 187.65 167.53

Non-Current Liabilities 434.93 535.97 583.03 702.65 418.85

Current Liabilities 683.29 801.85 1002.40 904.35 996.67

Total 1628.82 1843.11 2086.52 2093.43 1881.83

Application of funds

Non-Current Assets 455.71 521.45 631.64 737.75 621.31

Current Assets 1173.11 1321.66 1454.88 1355.68 1260.52

Total 1628.82 1843.11 2086.52 2093.43 1881.83

Profit & Loss Highlights

(Rs. in Lakhs)


Total Revenue 330.65 379.74 450.78 395.32 335.21

Total Expenses 323.42 369.81 375.44 320.30 262.77

Profit/ (Loss) before tax 7.23 9.93 75.34 75.02 72.44

Tax Expenses -1.92 -5.73 -25.72 -23.44 -18.95

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Profit/(Loss) after tax 5.31 4.20 49.62 51.58 53.49

Earnings per Share 0.18 0.14 1.66 1.73 1.79

Cash Flow Statement

(Rs. In Lakhs)


Net Cash From Operating Activities (I)

128.98 417.21 58.35 -259.15 65.19

Net Cash from Investing

Activities(II)

2.50 8.54 17.85 -8.31 -7.78

Net Cash from Financing Activities(III)

-210.32 -408.18 -66.87 276.29 -34.14

Net Cash Increase in

Cash and Cash

Equivalents(I)+(II)+(III)

-56.39 17.57 9.33 8.83 23.23

Cash and Cash Equivalent

at the beginning of period

154.87 137.30 127.97 119.14 95.87

Cash and Cash

Equivalent at the end

98.48 154.87 137.30 127.97 119.14

The complete annual audited financial statement of the Company for the last five financial years has been

submitted to MSEI with our application for listing.

VII. PURPOSE FOR LISTING

a. The listing of the shares on MSEI shall provide nationwide trading platform to the shareholders of the Company. Presently, there is no trading of the Company’s scrip. The shares can be bought or

sold only through off market private deals;

b. Listing on MSEI provides a continuing and immediate liquidity to the shareholders and in turn

helps broaden the shareholder base;

c. Trading of shares on MSEI shall ensure proper market price determination of the equity shares of the Company and ensure transparency; and

VIII. GENERAL INFORMATION

Brief History

PHF Leasing was incorporated on 20th July, 1992 with the Registrar of Companies, Punjab, Himachal

Pradesh and Chandigarh and got the certificate for commencement of business on 4thAugust, 1992. The

Company has been registered with Reserve Bank of India vide registration no. A-06.00124 and has been

classified as Asset finance company. The company has come out with public issue in 1997 and the equity shares of the company were listed on Ludhiana Stock and Capital Limited (formerly known as Ludhiana

Stock Exchange Limited) and Delhi Stock Exchange Limited.


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Registered Office of our Company:

923, G.T. Road, Jalandhar, Punjab-144001

Tel. No.:0181-4639903-06 Fax: 0181-2459635

E-mail: [email protected] Website: phfleasing.com

Corporate Identification Number: L65110PB1992PLC012488.

We are registered with Registrar of Companies, Punjab, Chandigarh and Himachal Pradesh, Kothi No.286,

Defence Colony, Jalandhar-144001

Board of Directors

Name DIN Address Designation PAN

Mr. Shiv Dyal

Chugh

00993747 16, ChhotiBaradari Part -

2 Jalandhar 144001

Managing

Director

ACUPC6489R

Mr. Chandan

Chugh

01519390 H.No. 3, Park Avenue,

Near Kuki Dhab,

Jalandhar 144003

Director ACUPC0923G

Mr. Rohin

Chugh

01519724 House No-7A, Leather

Complex Road, Raja

Garden Extension, BastiBawa Khel,

Jalandhar-144021

Director ABEPC7932L

Mr. Subhash

Chander Sikka

01871492 136 Moh., Phaggu,

Garha, Jalandhar 144001

Director ANJPS6601B

Ms. Neelam

Kohli

02628811 H.No.319, Guru Amar

Das Nagar

WardNo.1,Teh.Jalandhar-

1 , Distt. Jalandhar 144001

Director BGFPK2559C

Compliance Officer: Mr. Shiv Dyal Chugh

923, G.T. Road,

Jalandhar, Punjab-144001

Tel. No.:0181-4639903-06 Fax: 0181-2459635 E-mail: [email protected]

Website: phfleasing.com

Statutory Auditors

Dass & Company

Chartered Accountants

Civil Road, Jalandhar-144001

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Registrar and Share Transfer Agent

Skyline Financial Services Private Limited

D-153A, 1st floor, Okhla Industrial Area,

Phase-1, New Delhi-110020

Tel. No.: 011-64732681/82

Fax: 011-26812682 Email: [email protected]

Website: www.skylinerta.com

IX. CAPITAL STRUCTURE

(a) Present Capital structure

Share Capital Aggregate Value (in Rs.)

A. Authorized Capital

4500000 equity shares of Rs 10/-each Rs. 4,50,00,000

B. Issued Capital 3002300 equity shares of Rs. 10/-each

Rs. 3,00,23,000

C. Subscribed & Fully paid-up Capital

2987800 equity shares of Rs. 10/-each* Rs.2,98,78,000

* 14,500 equity shares of the company had been forfeited on 10th March, 2012 by the Company due to non-payment of call money.

(b) Evolution of Equity Share Capital

Sr.

No.

Type of Issue

(Bonus/Preferential

Allotment/IPO)

Date of

Allotment

No. of

shares

Issue price Distinctive

Numbers

Nominal

Value Premium From To

1. Subscription to MOA 20/07/1992 70 10 0 1 70

2. Preferential Issue 30/09/1992 99930 10 0 71 100000








10. IPO 22/02/1997 1502300 10 0 1500001 3002300

Note: 14,500 equity shares of the company had been forfeited on 10th March, 2012 by the Company due to

non-payment of call money.

mailto:[email protected]

http://www.skylinerta.com/

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(c) As on the date, there are no outstanding warrants, options or rights to convert debentures, loans or other

instruments into equity shares of the Company.

(d) The face value of the Equity Shares of the Company is Rs. 10/- and there shall be only one

denomination for the Equity Shares of the Company.

(e) Details of Debenture Borrowings: As per the last audited balance sheet of the Company as on 31st

March, 2017, the Company has outstanding Secured Debentures amounting to Rs. 1.64 crores.

(g) Shareholding Pattern of the Company:

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X. HISTORY AND OTHER CORPORATE AFFAIRS

History and main objects and present business of the company:

PHF Leasing was incorporated on 20th July, 1992 with the Registrar of Companies, Punjab, Himachal Pradesh and Chandigarh and got the certificate for commencement of business on 4th August, 1992. The

Company has been registered with Reserve Bank of India vide registration no. A-06.00124 and has been

classified as Asset Finance Company. The company has come out with public issue in 1997 and the equity

shares of the company were listed on Ludhiana Stock Exchange Limited (LSE) and Delhi Stock Exchange Limited (DSE).


Change of Name:

There was no change in the name of the Company since Incorporation.

Main Objects:

The main objects of PHF Leasing Limited., as set out in its Memorandum of Association, are as follows:

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1. To carry on in India or elsewhere in all its branches, the business of general finance, investment,

hire purchase, deposit collection schemes, housing and industrial financing and leasing subject

always to the directions of the Reserve Bank of India issued in this behalf and to carry on the business which is not prohibited by Prize Chits & Money Circulation Scheme (Banning) Act,

1978.

2. To hire out installments or on hire purchase system, Vans, Motor Cars, Buses, Trucks, L.C.V’s,

Tractors, Motorcycles, Scooters, Mopeds, Auto rickshaws, Cycles, Radios, Gramophones, Tape

recorders, Record players, Black & White/ Coloured T.V’s, V.C.P’s, pianos, Musical Instruments,

Refrigerators, Softy Machines, Deep Freezers, Air-Conditioners, Coolers, Fans, Furniture (Metallic & Wooden), Carpet, Household Appliances, Geysers, Washing machines, Sewing

machines, Computers, Tyre-writers, Photostat machines, Duplicating machines, Photo-graphic

Equipment, Generators, Hospital Equipments, Agricultural Implements and all classes of Machinery Components and spare parts.

3. To carry on in India or elsewhere the business of bill discounting, stock broking, hedging, underwriting, portfolio advisers and managers in equity shares, debentures, bonds, units,

government securities and to act as merchant bankers, co-managers, members of the stock

exchange, over the counter exchange or security exchange or as dealers, sponsors or market

makers of shares and securities.

4. To carry on in India or elsewhere the business of providing service of safe vaults and lockers and

to provide all sources of services and to do all incidental acts and things necessary related thereto.

The company is presently registered with the Reserve Bank of India as deposit taking company in the

category of Asset Finance Company. The company is presently dealing in financing/ hire-purchase of all

types of automobiles and other productive assets as permitted by the Reserve Bank of India.

Merger, amalgamation, reconstruction etc.

There was no merger, amalgamation, reconstruction, arrangement, reduction of capital has occurred or

made in the Company is the past.

XI. OUR MANAGEMENT

The following table sets forth details regarding the Board of Directors as on the date of this Information

Memorandum:

Name DIN Designation PAN

Mr. Shiv Dyal Chugh 00993747 Managing

Director

ACUPC6489R

Mr. Chandan Chugh 01519390 Director ACUPC0923G

Mr. Rohin Chugh 01519724 Director ABEPC7932L

Mr. Subhash Chander Sikka 01871492 Director ANJPS6601B

Ms. Neelam Kohli 02628811 Director BGFPK2559C

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Details of change Directors during last three years:

Name Date of Change Reason (Appointment/

Resignation)

1. Kavita Vinod

Chugh

July 24,2014 Expired on June 25,2014

2. Jagdish Lal Gaba December 16,2014 Appointment

3. NeelamKohli December 16,2014 Appointment

4. Maj. G.S.Gill September 26,2015 Resignation

5. Jagdish Lal

GSaba

January 06,2016 Resignation

6. Jatinder Singh Makkar

August 05, 2017 Expired on Aug 05,2017

Change in Statutory Auditors during last three years: Not Applicable (There is no change in the statutory Auditors of the Company during last three years.

Bonus or Profit Sharing Plan

Presently, there is no bonus or profit sharing plan in the Company.

Employees Stock Option

Presently there is no Employees Stock Option Scheme or Employees Stock Purchase Scheme in the

Company.

XII. PROMOTER AND PROMOTER GROUP

Background of the promoters / promoting companies, group companies

Mr. Shiv Dyal Chugh, Seth Ram Chand S D Chugh (HUF),Ms. Jyotsna Chugh, Mr. Haripal Singh Gill,

Mr.Rohin Chugh, Mr. Chandan Chugh. Are the promoters of PHF Leasing Limited.

Mr. Shiv Dyal Chugh

PAN:ACUPC6489R

DIN:00993747

DOB: 25.05.1952

Address: 16, ChhotiBaradari Part - 2 Jalandhar 144001

Mr. Shiv Dyal Chugh is the promoter and Chairman

cum Managing Director of the Company. He has done

B.A. with diploma in Business Management. He has more than 38years experience in the business of

finance. He is actively involved in social, educational

and business organizations.

Seth Ram Chand SD Chugh (HUF)

PAN: AADHS7757M Address: :Chugh Cottage, Garha

Jalandhar, Jalandhar-144001

N.A.

Mr. Rohin Chugh

PAN: ABEPC7932L DIN: 01519724

DOB: 07.09.1978

Address: H.No. 7-A Leather Complex Road, Raja Garden Extension,

BastiBawaKhel , Jalandhar-144001

Mr. Rohin Chugh, the elder son of the Mr. S.D.

Chugh, is the director of the Company since 31/07/2003. He has done his MBA with specialization

in finance. He is the managing director of PHF Hire

Purchase Limited. He is having more than 16 years of experience in the promotions and management of

NBFCs.

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Mr. Chandan Chugh

PAN: ACUPC0923G

DIN: 01519390 DOB: 15.09.1981

Address: H.No. 3, Park Avenue, Near

Kuki Dhab, Jalandhar 144003

Mr. Chandan Chugh, the younger son of Mr. Mr. S.D.

Chugh and brother of Mr. Rohin Chugh, is the director

of the Company since 30/09/2000. He is graduate in Hotel Management. He is the Managing Director of

PHF Finance Limited. He is having more than 14

years of experience in the NBFC industry and having

wide knowledge of all aspects of NBFC business.

Ms. Jyotsna Chugh

PAN: ADUPC0711F

DOB: 21.08.1983 Address: PilliKothi, Cheharate, Amritsar

Mrs. Jyotsna is daughter of Sh. Shiv Dyal Chugh

(Managing Director of of PHF Leasing Limited) and

she has done BDS.

Mr. Haripal Singh Gill

PAN: AJSPG3869J

DIN: N.A. DOB: 17.04.1961

Address:283 Green Avenue, Amritsar

Mr. Haripal Singh Gill is elder son of Major (retired)

Gurdial Singh Gill. He is retired from Indian Army

Services.

Details of shareholding of promoter’s group as per Regulation 31of the SEBI (LODR) Regulations,

2015

Name of the shareholder PAN No. of shares % of the total

shares

1 SHIV DYAL CHUGH ACUPC6489R 1384080 46.32%

2 SETH RAM CHAND S D

CHUGH (HUF)

AADHS7757M 566730 18.97%

3 JYOTSNA CHUGH ADUPC0711F 50000 1.67%

4 HARIPAL SINGH GILL AJSPG3869J 30000 1.00%

5 ROHIN CHUGH ABEPC7932L 20000 0.67%

6 CHANDAN CHUGH ACUPC0923G 20000 0.67%

7 JATINDER SINGH

MAKKAR

ADYPM9359D 10000 0.33%

TOTAL 2080810 69.64%

Subsidiaries

There is no subsidiary of the PHF Leasing Limited.

Group Companies:

SN Name of

Group

Company

CIN Address List of Directors/ LLP

Partner

Nature of

business

activities

1

PHF Finance

Ltd

U65921PB198

3PLC005287

923, G.T, Road,

Jalandhar

1. Chandan Chugh

(Managing Director) 2. Shiv Dyal Chugh

(Managing Director)

3. Nitika Shikha Chugh (Director)

NBFC (Asset

Finance Company)

18

2

PHF

Investments

Ltd

U65921PB198

4PLC005762

923, G.T, Road,

Jalandhar

1. Surinder Kaur

(Managing Director) 2. Shiv DyalChugh

(Director)

3. Loveleen Kaur

(Director)

NBFC (Asset

Finance Company)

3

PHF Hire

Purchase Ltd

U65921PB198

6PLC007005

923, G.T, Road,

Jalandhar

1. Rohin Chugh

(Managing director) 2. Shiv Dyal Chugh

(Director)

3. Surinder Kaur

(Director)

NBFC (Asset

Finance Company)

4

PHF Food

Ltd

U15139HP200

3PLC025955

Kala Amb,

Dsitt.Sirmour, Himachal Pardesh

1. Chandan Chugh (Director)

2. Shiv Dyal Chugh

(Director) 3. Nitika Shikha Chugh

(Director)

Food Products

We confirm that there is no group company listed on any stock exchange.

We confirm that none of the aforesaid group companies is under liquidation or winding-up. Further none of the Group Company is a Sick Company or referred to BIFR.

XIII. DIVIDEND POLICY

Dividends, other than interim dividends, if any, will be declared at the Annual General Meetings of the

shareholders of the Company based on the recommendation of the Board of Directors. The Board may, at

its discretion, recommend dividend to be paid to the shareholders. Generally, the factors that may be considered by the Board of Directors before making any recommendations for dividend include, but not

limited to, the future expansion plans and capital requirements, profits earned during the fiscal year, cost of

raising funds from alternate sources, liquidity position, applicable taxes including tax on dividend as well as exemptions under tax laws available to various categories of investors from time to time and general

market conditions. The Board of Directors may also, from time to time, pay interim dividends to the

shareholders of the Company.

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Details of dividend paid in last 10 years:

Year Rate Percentage (%) Amount per

share(Rs.) Total Amount (Rs.)

2016-17 N.A. N.A. N.A.

2015-16 N.A. N.A. N.A.

2014-15 9% 0.90 2689020

2013-14 9% 0.90 2689020

2012-13 9% 0.90 2689020

2011-12 8% 0.80 2390240

2010-11 6% 0.60 1801380

2009-10 N.A. N.A. N.A.

2008-09 N.A. N.A. N.A.

2007-08 N.A. N.A. N.A.

2006-07 N.A. N.A. N.A.

2005-06 N.A. N.A. N.A.

XIV. OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

a. There are no outstanding litigation suits, criminal or civil or economic or tax litigation/ disputed tax liability or any other litigation against our company, our Directors, our promoter and promoter

group companies, which may affect the operation and finances of the Company or that, would

have material adverse effect on our business.

b. There are no outstanding litigation, defaults etc., or any criminal prosecution launched against the

Company, its Directors, Promoters and Group Companies for alleged offences under any

enactment in respect of Schedule XIII of the Companies Act, 1956 and Schedule V of the Companies Act, 2013, which may affect the operation and finances of the Company or that, would

have material adverse effect on our business.

XV. GOVERNMENT APPROVALS, SANCTIONS AND REGISTRATIONS

Details of registrations, approvals, sanctions etc. obtained by the Company are as below:

Sl.

No.

Particulars of License /

Registration / Approval

Name of Issuing Authority Approval No./

Registration No.

1. Certificate of Incorporation issued under the Companies

Act, 1956

Registrar of Companies, Punjab ,Chandigarh and

Himachal Pradesh

Registration No.012488 dated 20th July, 1992

2. Certificate of Conversion of Company into Public Ltd.

Registrar of Companies, Punjab , Chandigarh and

Himachal Pradesh

4th August, 1992.

20

3. Permanent Account Number

(PAN)

Income Tax Department AAACP7603B

4. TDS Account Number (TAN) Income Tax Department JLDP00504A

5. NBFC Registration RBI 06.00124

XVI. OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for Listing

Earlier, the equity shares of the Company were listed on Delhi Stock Exchange Ltd and Ludhiana Stock and Capital Limited (formerly known as Ludhiana Stock Exchange Limited). As per the SEBI Circular, the

Company has now been shifted to the Dissemination Board of the BSE. Further in terms of the SEBI

Circular the Company is eligible to be listed on a nationwide stock exchange.

The Board of Directors of the Company have approved for making application to MSEI for listing of its

equity shares on MSEI under direct listing route.

Prohibition by SEBI

The Company, its Directors, its Promoters, other companies promoted by the Promoters and companies with which the Company’s Directors are associated as Directors have not been prohibited from accessing

the capital markets under any order or direction passed by SEBI.

Caution

The Company accepts no responsibility for statements made otherwise than the documents or any other

material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. All information shall be made available by the

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

for a section of the investors in any manner.

Disclaimer

A copy of this Information Memorandum has been submitted to MSEI. MSEI does not in any manner:

warrant, certify or endorse the correctness or completeness of any of the contents of this Information

Memorandum; or

warrant that this Company’s securities will be listed or will continue to be listed on the MSEI; or

take any responsibility for the financial or other soundness of this Company, its Promoters, its management or any scheme or project of this Company;

Also, it should not for any reason be deemed or construed to mean that this Information Memorandum has been cleared or approved by the MSEI. Every person who desires to apply for or otherwise acquire any

securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall

not have any claim against the MSEI whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything

stated or omitted to be stated herein or for any other reason whatsoever.

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Stock Market Data

There was no trading in the shares of the Company for last more than ten years at DSE& LSE, on which it

was listed.

Particulars Regarding Previous Public or Rights Issues during the Last Five Years

The Company has not made any previous public or rights issue during the last five years.

Revaluation during last five years

There is no revaluation of any assets of the Company during the last five years.

XVII. DOCUMENTS

The certified copies of following documents have been delivered to the MSEI along with this Information

Memorandum:

1. Memorandum and Articles of Association of the Company as amended.

2. Copy of Certificate of Incorporation issued by the Registrar of Companies, Punjab, Chandigarh

and Himachal Pradesh.

3. Copy of Certificate of Commencement of Business issued by the Registrar of Companies, Punjab,

Chandigarh and Himachal Pradesh.

4. Copy of Annual Accounts of the Company for the last five financial years.

XVIII. DECLARATION

All the information contained in this Information Memorandum is true and correct.

For PHF Leasing Limited

Sd/-

Shiv Dyal Singh

Managing Director

DIN: 00993747

Date: 07-12-2017

Place: Jalandhar

information memorandum...stock and capital limited(formerly known as ludhiana stock exchange...

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