memorandum- scintilla commercial & credit ltd. 7 risk factors internal risk factors ••••...
TRANSCRIPT
Information Memorandum- Scintilla Commercial & Credit Ltd.
6
SEBI The Securities and Exchange Board of India
SEBI Act The Securities and Exchange Board of India Act, 1992
SEBI (SAST)
Regulations, 2011
“SEBI (SAST) Regulations, 2011 means Securities and
Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011 read with amendments
issued subsequent to that date.”
In the Information Memorandum all reference to ‘Rs.’ Refer to Rupees, the lawful
currency of India, reference to one gender also refers to another gender and the word
‘Lakh’ or ’Lac’ means ‘one hundred thousand’ and the word ‘million’ means ‘Ten Lacs’
and the word ‘Crore’ means ‘Ten Million’.
Information Memorandum- Scintilla Commercial & Credit Ltd.
7
RISK FACTORS
INTERNAL RISK FACTORS
•••• Our Company’s investments include unquoted investments which involve a
degree of risk and such investments will not be adequately reflected in our
Company’s financial statements.
A major portion of our Company’s investments is in companies which are not listed on
any stock exchange in India. Our Company’s ability to dispose of such unquoted
investments may be constrained due to several factors such as appropriate valuation of
such investments and if required completing an initial public offering thereof. In view of
the inherent uncertainty in valuations of unquoted assets, the determination of fair
value of such investments may differ considerably from the value that would be
assessed if a ready market for such unquoted investments existed. Our Company may
not be able to liquidate its unquoted investments at their fair market value. These risks
will further increase if for any reason our Company is urgently required to liquidate any
investment. Our Company is required by accounting policies as per the Accounting
Standards issued by ICAI, subject to limited exceptions, to record the unquoted
investments at their book values. Therefore, our Company’s financial statements may
not reflect the fair market value of such investments.
•••• Our Company’s revenue and operating results will be influenced by factors
affecting the companies or funds in which it has invested.
Presently, our Company’s revenue is partly dependent on sale of its investments. The
profitability of our Company’s investments is, therefore, dependent on the factors
affecting the companies in which it has invested or the performance of entities in which
investments have been made. The companies in which our Company has invested may
experience decreased revenues, financial losses, difficulty in obtaining access to
financing and increased funding costs owing to difficult market conditions, slowdowns
in a particular sector or other factors beyond our company’s control. Any decline in the
profitability of these companies or the performance of entities, in which our Company
has invested, would directly affect our Company’s revenue.
•••• Any changes made by RBI in the regulations governing NBFC could have an
adverse effect on our business
In terms of Section 45-IA of the RBI Act, 1934, it is mandatory that every NBFC should
be registered with RBI to commence or carry on any business of non-banking financial
institution as defined in clause (a) of Section 45 I of the RBI Act, 1934. NBFCs are
governed under the rules laid down by RBI and any change in the laws including those
recommended by the Working Group constituted to review the existing regulatory and
supervisory framework of non-banking finance companies (NBFCs) and others, which
may change the current regime of regulations governing NBFC’s and any such adverse
Information Memorandum- Scintilla Commercial & Credit Ltd.
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change could affect our business operations and as a result, affect our financial
conditions.
• The company is dependent upon the expertise of its Promoter and key
management for its future performance and the loss of any such person could
harm the business.
Our success largely depends on the continued services and performance of our
management and other key personnel. The loss of service of the Promoters and other
senior management could seriously impair the ability to continue to manage and
expand the business efficiently. Further, the loss of any of the senior management or
other key personnel may adversely affect the operations, finances and profitability of
our Company. Any failure or inability of our Company to efficiently retain and manage
its human resources would adversely affect our ability to implement new projects and
expand our business.
EXTERNAL RISK FACTORS
• All of our revenue is derived from business in India and a decrease in
economic growth in India could cause our business to suffer.
We derive all of our revenue from our operations in India and, consequently, our
performance and the quality and growth of our business are dependent on the health of
the economy of India. However, the Indian economy may be adversely affected by
factors such as adverse changes in liberalization policies, social disturbances, terrorist
attacks and other acts of violence or war, natural calamities or interest rates changes,
which may also affect the microfinance industry. Any such factor may contribute to a
decrease in economic growth in India which could adversely impact our business and
financial performance.
• Changing laws, rules and regulations and legal uncertainties, including
adverse application of tax laws and regulations, may adversely affect our
business and financial performance.
Change in Government Policy, Change in interest rate, revision of duty structure, Change
in tax law, change in environmental regulation and emission norms etc may have an
adverse impact on the profitability of our Company. Due to competitive nature of the
market, the cost increase due to these changes may not be passed to the customers.
• We are subject to fluctuations in interest rates and other market risks, which
may materially and adversely affect our financial condition and results of
operations.
Our business substantially depends on interest income from operations. Market risk
refers 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
Information Memorandum- Scintilla Commercial & Credit Ltd.
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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 are issued at fixed interest
rates. Interest rate increases could result in adverse changes in our interest income,
reducing our growth rate and the value of our financial assets. The market value of a
security with a fixed interest rate generally decreases when the prevailing interest rates
rise, which may have an adverse effect on our earnings and financial condition. In
addition, we may incur costs (which, in turn, will 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 interest rates may reduce gains or require us to record losses on sales of
our loans and, as a result, adversely affect our financial condition
• Civil unrest, acts of violence including terrorism or war involving India and
other countries could materially and adversely affect the financial markets
and our business.
Any major hostilities involving India or other acts of violence, including civil unrest or
similar events that are beyond our control, could have a material adverse effect on
India’s economy and our business. Terrorist attacks and other acts of violence may
adversely affect the Indian stock markets, where our Equity Shares will trade, and the
global equity markets generally.
Information Memorandum- Scintilla Commercial & Credit Ltd.
10
GENERAL INFORMATION
Our History and Background
Our Company was incorporated on January 29, 1990, as “SCINTILLA COMMERCIAL &
CREDIT PRIVATE LIMITED” under the provisions of the Companies Act, 1956 with the
Registrar of Companies, West Bengal. Subsequently, our Company was converted into a
Public Limited Company and the name of our Company was changed to “SCINTILLA
COMMERCIAL & CREDIT LIMITED” vide a fresh certificate of Incorporation dated
March 27, 1996, issued by the Registrar of Companies, West Bengal.
The Corporate Identification Number of our Company is L65191WB1990PLC048276.
The Registered Office of the Company is situated at Mercantile Building, Block-E, 2nd
Floor, 9/12, Lalbazar Street, Kolkata, West Bengal - 700001.
Now the Equity Shares of the Company i.e. Scintilla Commercial & Credit Limited
shall be admitted to trading on BSE. Such admission for trading will be subject to
fulfillment by the Company of listing criteria of BSE for such issues and also subject to
such other terms and conditions as may be prescribed by BSE at the time of the
application by the Company seeking listing.
Eligibility Criterion
Our Company is submitting its Information Memorandum, containing information about
itself, making disclosures in line with the disclosure requirement for listing through
Direct Listing, applicable, to BSE for making the said Information Memorandum available to public through their website viz. www.bseindia.com
Also the Company has made the said Information Memorandum available on its website viz. www.scintilla.co.in
Prohibition by SEBI
Our Company, its Directors, its Promoters, other Companies promoted by the our
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.
Disclaimer Clause of BSE
As required, a copy of this Information Memorandum is being submitted to BSE Limited.
The BSE does not in any manner:
Information Memorandum- Scintilla Commercial & Credit Ltd.
11
• Warrant, certify or endorse the correctness or completeness of any of the contents of
this Information Memorandum; or
• Warrant that this Company’s securities will be traded or will continue to be traded on
the BSE; or
• Take any responsibility for the financial or other soundness of this Company, its
promoters, its management or any scheme or project of this Company;
And it should not for any reason be deemed or construed to mean that this Information
Memorandum has been cleared or approved by the BSE. Every person who desires to
acquire any securities of this Company may do so pursuant to independent inquiry,
investigation and analysis and shall not have any claim against the BSE whatsoever by
reason of any loss which may be suffered by such person consequent to or in connection
with such subscription/ acquisition whether by reason of anything stated or omitted to
be stated herein or for any other reason whatsoever.
Filing
This Information Memorandum has been filed with BSE in due compliance.
Listing
An application has been made to BSE for enlistment and permission to deal in the
existing Equity Shares of the Company
General Disclaimer from the Company
Our Company accepts no responsibility for statement made otherwise than in the
Information Memorandum or any other material issued by or at the instance of the
Company and anyone placing reliance on any other source of information would be
doing so at his or her own risk. All information shall be made available by the Company
to the public and investors at large and no selective or additional information would be
available for a section of the investors in any manner.
Demat Credit
Our Company has executed Agreements with NSDL and CDSL for its securities in Demat
form. Tripartite agreements have been signed between the Company, the Registrar and
CDSL and NSDL.
The ISIN allotted to the Company is INE892C01018
Information Memorandum- Scintilla Commercial & Credit Ltd.
12
Details of PAN & TAN of the Company:
Name of the company PAN of the company TAN of the company
Scintilla Commercial & Credit
Limited
AAECS5064R CALS23701G
In case of any queries / clarifications, the under-mentioned official may be
contacted:
Name Mr. Jitendra Kumar Goyal
Designation Managing Director
Contact No +91 9831060841
Email - id [email protected]
Statutory Auditors:
S.K. Rungta & Co.,
Address: 1, Jagmohan Mullick Lane,
Kolkata - 700007
Tel No: (033) 2268 3278
Email: [email protected]
Contact Person: Mr. Sushil Kumar
Rungta
Registrar and Share Transfer Agent:
Niche Technology Pvt. Ltd.
Address: D-511, Bagree Market, 71,
B. R. B. Road, 5th Floor, Kolkata-700001
Tel No: +91 33 2235 7270/7271
Fax No: +91 33 2215 6823
E-mail: [email protected]
Contact Person: Mr. S. Abbas
Company Secretary & Compliance
Officer:
Name : Ms. Swati Sharma
Address: Merchantile building, Block –
E, 2nd Floor, 9/12, Lal Bazar Street,
Kolkata- 700001.
Tel No: (033) 2248 5664 E-mail: [email protected]
Banker to the Company:
Name : ICICI Bank
Address : Kolkata Branch 22 R.N. Mukherjee
Road, Kolkata – 700 001
Tel. No. : 033 44045977
(Investors can contact the Compliance Officer and Registrar & Share Transfer Agent
in case of transfer, transmission, conversion, endorsement, consolidation, splitting
of shares, issue of duplicate certificate or any other related problem.)
Information Memorandum- Scintilla Commercial & Credit Ltd.
13
PROFILE AND BRIEF HISTORY
Our Company was originally incorporated on January 29, 1990, as “SCINTILLA
COMMERCIAL & CREDIT PRIVATE LIMITED” under the provisions of the Companies
Act, 1956 with the Registrar of Companies, Calcutta.
The Registered Office of our company is situated at Mercantile Building, Block-E, 2nd
Floor, 9/12, Lalbazar Street, Kolkata, West Bengal - 700001.
Details of changes in the name of the Company:
Initially our Company was incorporated as a Private Limited Company in the Name and
Style of SCINTILLA COMMERCIAL & CREDIT PRIVATE LIMITED. The Name was later
changed to “SCINTILLA COMMERCIAL & CREDIT LIMITED” followed by its conversion
to a public Limited Company on March 27, 1996.
Details of changes in the registered office of our Company since its incorporation:
i. On incorporation the registered office of the Company was situated at 31, G.T.
Road (N), Howrah - 711101.
ii. The registered office of the Company was changed from 31, G.T. Road (N),
Howrah – 711101 to 9/12, Lal Bazar Street, 2nd Floor, ‘E’ Block, Calcutta –
700001 with effect from 5th March, 1996.
iii. The registered office of the Company was changed from 9/12, Lal Bazar Street,
2nd Floor, ‘E’ Block, Calcutta – 700001 to 12 Park Street, 9 Queens Mansion, Suit
No. 412, 4th Floor, Kolkata - 700016 with effect from April 01, 2003.
iv. The registered office of the Company was changed from 12 Park Street, 9 Queens
Mansion, Suit No. 412, 4th Floor, Kolkata - 700016 to 3, Mangoe Lane, 4th Floor,
Kolkata – 700001 with effect from April 30, 2005.
v. The registered office of the Company was changed from 3, Mangoe Lane, 4th
Floor, Kolkata – 700001 to Mercantile Building, Block E, 2nd Floor, 9/12, Lal
Bazar Street, Kolkata – 700001with effect from January 06, 2011.
Information Memorandum- Scintilla Commercial & Credit Ltd.
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KEY MILESTONES:
Year Key Events / Milestone / Achievements
29.01.1990 Incorporation of the Company in the name and style of “SCINTILLA
COMMERCIAL & CREDIT PRIVATE LIMITED”.
27.03.1996 The Name of the Company was changed to “SCINTILLA COMMERCIAL &
CREDIT LIMITED” followed by its conversion to a public Limited Company.
03.10.1996 Our company came out with the Initial Public Offering (IPO) of 105,000
equity shares and got its Equity Shares listed on CSE
30.03.2002 Our company came out with a Preferential Issue of 1,750,000 equity
shares of Rs. 10 each.
30.11.2002 Our Company came out with Bonus Issue of 5,277,777 shares.
Information Memorandum- Scintilla Commercial & Credit Ltd.
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CAPITAL STRUCTURE
Share Capital
Particulars Amt. in Rupees
Present Authorized Capital
10,050,000 equity shares of Rs. 10 each.
100,500,000
Present Issued, Subscribed and Paid Up Capital
10,027,777 equity shares of Rs. 10 each fully Paid Up
100,277,770
Changes in Authorized Share Capital
Date of
Meeting Changes in Authorized Share Capital
29.01.1990 On Incorporation, the authorized share capital of the Company comprised
of Rs. 1,00,000/- divided into 10000 Equity Shares of Rs. 10/- each
26.03.1991
The authorized share capital of the Company was increased to Rs. 5,00,000
by addition thereto of the sum of Rs. 4,00,000 divided into 40000 Equity
Shares of Rs. 10/- each beyond the present authorized capital of Rs.
1,00,000
24.03.1993
The authorized share capital of the Company was further increased to Rs.
10,00,000 by addition thereto of the sum of Rs. 5,00,000 divided into
5000 Equity Shares of Rs. 10/- each beyond the present authorized capital
of Rs. 5,00,000.
24.02.1994
The authorized share capital of the Company was further increased to Rs.
1,00,00,000 by addition thereto of the sum of Rs. 90,00,000 divided into
18000 Equity Shares of Rs. 50/- each beyond the present authorised
capital of Rs. 10,00,000 .
05.03.1996
The authorized share capital of the Company was further increased to
Rs. 3,25,00,000 by addition thereto of the sum of Rs. 2,25,00,000 beyond
the present authorised capital of Rs. 1,00,00,000.
*The Equity share capital of the Company was consolidated and sub-
divided into 32,50,000 Equity shares of Rs. 10/- each.
08.01.2002
The authorized share capital of the Company was further increased to Rs.
5,00,00,000 by addition thereto of the sum of Rs. 1,75,00,000/- divided
into 17,50,000 Equity Shares of Rs. 10/- each beyond the present
authorised capital of Rs. 3,25,00,000.
06.09.2002
The authorized share capital of the Company was further increased to Rs.
10,00,50,000 by addition thereto of the sum of Rs. 5,00,50,000/- divided
into 50,05,000 Equity Shares of Rs. 10/- each beyond the present
authorised capital of Rs. 5,00,00,000.
Information Memorandum- Scintilla Commercial & Credit Ltd.
16
Issued, Subscribed and Paid up Share Capital Built up
Date of
Allotment
No. of
Equity
Shares
allotted
Cumulative
No. of
Equity
Shares
Face
Value
(Rs.)
Issue
Price
(Rs.)
Cumulative
Paid-up
Capital (Rs.)
Cons
ider
ation
Nature of
Issue and
Category of
Allottees
On
Incorporati
on
200
200
10
10
2,000
Cash
Subscribers to
the
Memorandum
24.10.1990 7,000 7,200 10 10 72,000 Cash Prefrential
allotment
28.02.1994 1,36,400 143600 50 50 68,92,000 Cash Prefrential
allotment
26.03.1994 45,000 188600 50 50 91,42,000 Cash Prefrential
allotment
31.03.1995 17,000 205600 50 50 99,92,000 Cash Prefrential
allotment
05.07.1996 4,00,000 605600 10 10 1,39,92,000 Cash Prefrential
allotment
30.08.1996 5,50,800 1156400 10 10 1,95,00,000 Cash Prefrential
allotment
03.10.1996 10,50,000 2206400 10 10 3,00,00,000 Cash Public Issue
30.03.2002 17,50,000 3956400 10 10 4,75,00,000 Cash Preferential
Issue
30.11.2002 52,77,777 9234177 10 10 10,02,77,770 Cash Bonus Issue
Information Memorandum- Scintilla Commercial & Credit Ltd.
17
Shareholding Pattern as on March 31, 2014:
Category No. of Shares % of Shares
Promoters and Promoter Group
Individual Nil Nil
Body Corporate 1,886,489 18.813
Public Shareholding
Individuals 3,905,435 38.945
Body Corporate 4,221,553 42.099
Any other Trust 14300 0.143
Total 10,027,777 100
(I)(a) Shareholding pattern as on March 31, 2014 as per Clause 35 of Listing
Agreement
The table below presents the current shareholding pattern of our Company as on March 31,
2014 pursuant to clause 35 of Listing Agreement.
Cate
gory
code
Category of
shareholder
No. of
sharehol
ders
Total no.
of shares
Number
of
shares
held in
demater
- ialized form
Total
shareholding
as a % of total
number of
shares
Shares Pledged
or otherwise
encumbered
As a %
of
(A+B)
As a %
of
(A+B+C)
Numb
er of Shares
As a %
of Shareho
lding (A) Promoter and Promoter Group (1) Indian (a) Individuals/
Hindu
Undivided
Family
Nil Nil Nil Nil Nil Nil Nil
(b) Central
Government
/ State Government
(s)
Nil Nil Nil Nil Nil Nil Nil
(c) Bodies
Corporate 1 1886489 893600 18.81 18.81 Nil Nil
(d) Financial
Institutions/ Banks
Nil Nil Nil Nil Nil Nil Nil
(e) Any Other
(specify) Nil Nil Nil Nil Nil Nil Nil
Sub-Total
(A)(1) 1 1886489 893600 18.81 18.81 Nil Nil
Information Memorandum- Scintilla Commercial & Credit Ltd.
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Cate
gory
code
Category of
shareholder
No. of
sharehol
ders
Total no.
of shares
Number
of
shares
held in
demater
- ialized
form
Total
shareholding
as a % of total
number of
shares
Shares Pledged
or otherwise
encumbered
As a %
of (A+B)
As a %
of (A+B+C)
Numb
er of Shares
As a %
of
Shareholding
(2) Foreign (a) Individuals
(Non-
Resident
Individuals/
Foreign
Individuals
Nil Nil Nil Nil Nil Nil Nil
(b) Bodies
Corporate Nil Nil Nil Nil Nil Nil Nil
(c) Institutions Nil Nil Nil Nil Nil Nil Nil (d) Any Other
(specify) Nil Nil Nil Nil Nil Nil Nil
Sub-Total
(A) (2) Nil Nil Nil Nil Nil Nil Nil
Total
Shareholdi
ng of
Promoters
and
Promoter
group (A)=
A)(1)+(A)(
2)
1 1886489 893600 18.81 18.81 Nil Nil
(B) Public shareholding (1) Institutions (a) Mutual
Funds/UTI Nil Nil Nil Nil Nil Nil Nil
(b) Financial
Institutions/ Banks
Nil Nil Nil Nil Nil Nil Nil
(c) Central
Government
/ State
Government
(s)
Nil Nil Nil Nil Nil Nil Nil
(d) Venture
Capital
Funds
Nil Nil Nil Nil Nil Nil Nil
(e) Insurance
Companies Nil Nil Nil Nil Nil Nil Nil
(f) Foreign
Institutional Investors
Nil Nil Nil Nil Nil Nil Nil
Information Memorandum- Scintilla Commercial & Credit Ltd.
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Cate
gory
code
Category of
shareholder
No. of
sharehol
ders
Total no.
of shares
Number
of
shares
held in
demater
- ialized
form
Total
shareholding
as a % of total
number of
shares
Shares Pledged
or otherwise
encumbered
As a %
of (A+B)
As a %
of (A+B+C)
Numb
er of Shares
As a %
of
Shareholding
(g) Foreign
Venture
Capital
Investors
Nil Nil Nil Nil Nil Nil Nil
(h) Nominated
investors (as
defined in
Chapter XA
of SEBI
(ICDR)
Regulations
)
Nil Nil Nil Nil Nil Nil Nil
(i) Market
Makers Nil Nil Nil Nil Nil Nil Nil
(h) Any Other
(specify) Nil Nil Nil Nil Nil Nil Nil
Sub-Total (B) (1)
Nil Nil Nil Nil Nil Nil Nil
(2) Non- institutions (a) Bodies
Corporate 119 4221553 1856592
42.10 42.10 NA NA
(b) Individuals - i. shareholder
s holding
Nominal
share
capital up
to Rs. 1 lakh
ii.
Shareholders
holding
Nominal
share capital
in excess of
Rs. 1 lakh.
780
78
1511004
2394431
644136
1041266
15.07
23.88
15.07
23.88
NA
NA
NA
NA
(c) Qualified
Foreign
Investors
Nil Nil Nil Nil Nil NA NA
(d) Any Other
Trust 1 14300 14300 0.14 0.14 NA NA
Sub-Total
(B) (2) 978 8141288 3556294 81.19 81.19 NA NA
Information Memorandum- Scintilla Commercial & Credit Ltd.
20
Cate
gory
code
Category of
shareholder
No. of
sharehol
ders
Total no.
of shares
Number
of
shares
held in
demater
- ialized
form
Total
shareholding
as a % of total
number of
shares
Shares Pledged
or otherwise
encumbered
As a %
of (A+B)
As a %
of (A+B+C)
Numb
er of Shares
As a %
of
Shareholding
Total
Public
Shareholdi
ng (B) = (B) (1) + (B)
(2)
978 8141288 3556294 81.19 81.19 NA NA
TOTAL (A)
+( B) 979 10027777 4449894 100 100 NA NA
(C) Shares held by Custodians and against which Depository Receipts have been
issued (a) Promoters
and
Promoter
Group
Nil Nil Nil Nil Nil NA NA
(b) Public Nil Nil Nil Nil Nil NA NA
GRAND TOTAL (A)
+ (B) + (C)
979 10027777 4449894 100 100 Nil Nil
(1)(b) Statement Showing Holding of Securities includes (shares, warrants, convertible securities)
of person belonging to the category “promoter and promoter group”
Sr.
No.
Name of the Shareholder Number of
shares
Shares as a percentage of total
number of shares {i.e., Grand
Total (A)+(B)+(C) indicated in
Statement at para (I)(a) above}
1. Centuple Finance Pvt. Ltd. 1886489 18.813
Total 1886489 18.813
(1)(c)(i) Statement showing Shareholding of persons belonging to the category “Public”
and holding more than 1% of the total number of shares of the Company:
Sr.
No.
Name of the Shareholder Number of
shares
Shares as a percentage of total
number of shares
1. Advance Fabrication Private
Limited
155553 1.551
2. Amol Credit & Fiscal Pvt.Ltd. 184511 1.840
3. G. M. Dandidar Commercial
Private Limited
130945 1.306
Information Memorandum- Scintilla Commercial & Credit Ltd.
21
4. India Rollform Ltd 138889 1.385
5. Minimax Commerces Pvt Ltd 144445 1.440
6. Nitson Retailer Pvt Ltd 217223 2.166
7. Parag Refractories Private
Limited
230000 2.294
8. Prajapati Vinimay Pvt. Ltd. 188800 1.883
9. Pushpak Commercial Finance
Pvt Ltd
112311 1.120
10. S T Services Ltd 138889 1.385
11. Silicon Hotel Private Limited 112053 1.117
12. Silvertone Securities Private
Limited
111111 1.108
13. Sugam Commercial Private
Limited
130511 1.301
14. Sun Flower Vinimay Private
Limited
103437 1.032
15. Vibhor Management Pvt Ltd 144445 1.440
16. Rabindra Nath Patra 349550 3.486
Total 2592673 25.855
(1)(c)(ii) Statement showing Shareholding of persons belonging to the category “Public”
and holding more than 5% of the total number of shares of the Company:
Sr. No.
Name of the Shareholder Number of shares
Shares as a percentage of total number of shares
Nil Nil Nil
(I)(d) Statement showing details of locked-in-shares
Sr.
No.
Name of the Shareholder Number of
shares
Shares as a percentage of total
number of shares
Nil Nil Nil
The Top Ten Shareholders of our Company and their Shareholding as on March 31,
2014 is set forth below :-
Sr. No. Name of the Shareholders No. of Shares % of Pre-issue
Paid up capital
1. Aarti Solanki 992889 9.90
2. Abdul Razak Kasam 893600 8.91
3. Abdullah Nasir Ansari 349550 3.49
4. Adhish Manakchand Rathod 230000 2.29
5. Aditya Banka 217223 2.17
6. Aditya Jhunjhunwala 188800 1.88
7. Aditya Vintrade Pvt. Ltd. 184511 1.84
8. Advance Fabrication Private Limited 155553 1.55
Information Memorandum- Scintilla Commercial & Credit Ltd.
22
Sr. No. Name of the Shareholders No. of Shares % of Pre-issue
Paid up capital
9. Agastya Vyapaar Private Limited 144445 1.44
10. Ajay Kumar Lakhotia 144445 1.44
10. Ajay Kumar Mishra 138889 1.39
10. Akhilesh Agencies Private Limited 138889 1.39
Shareholding Pattern as on June 30, 2014:
Category No. of Shares % of Shares
Promoters and Promoter Group
Individual Nil Nil
Body Corporate 1,886,489 18.813
Public Shareholding
Individuals 3,905,435 38.945
Body Corporate 4,221,553 42.099
Any other Trust 14300 0.143
Total 10,027,777 100
(I)(a) Shareholding pattern as on June 30, 2014 as per Clause 35 of Listing
Agreement
The table below presents the current shareholding pattern of our Company as on June 30,
2014 pursuant to clause 35 of Listing Agreement.
Category
code
Category of shareholde
r
No. of sharehol
ders
Total no. of shares
Number
of
shares held in
demater
- ialized
form
Total shareholding
as a % of total
number of
shares
Shares Pledged or
otherwise
encumbered
As a
% of
(A+B)
As a
% of (A+B
+C)
Numb
er of Shares
As a % of
Shareholdi
ng
(A) Promoter and Promoter Group (1) Indian (a) Individuals/
Hindu
Undivided
Family
Nil Nil Nil Nil Nil Nil Nil
Information Memorandum- Scintilla Commercial & Credit Ltd.
23
Cate
gory
code
Category of
shareholde
r
No. of
sharehol
ders
Total no.
of shares
Number
of
shares
held in
demater
- ialized
form
Total
shareholding
as a % of total
number of
shares
Shares Pledged or
otherwise
encumbered
As a
% of (A+B)
As a
% of
(A+B+C)
Numb
er of Shares
As a % of
Shareholding
(b) Central
Government
/ State
Government
(s)
Nil Nil Nil Nil Nil Nil Nil
(c) Bodies
Corporate 1 1886489 893600 18.81 18.81 Nil Nil
(d) Financial
Institutions/
Banks
Nil Nil Nil Nil Nil Nil Nil
(e) Any Other
(specify) Nil Nil Nil Nil Nil Nil Nil
Sub-Total (A)(1)
1 1886489 893600 18.81 18.81 Nil Nil
(2) Foreign (a) Individuals
(Non-
Resident
Individuals/
Foreign
Individuals
Nil Nil Nil Nil Nil Nil Nil
(b) Bodies
Corporate Nil Nil Nil Nil Nil Nil Nil
(c) Institutions Nil Nil Nil Nil Nil Nil Nil (d) Any Other
(specify) Nil Nil Nil Nil Nil Nil Nil
Sub-Total
(A) (2) Nil Nil Nil Nil Nil Nil Nil
Total Shareholdi
ng of
Promoters
and
Promoter
group (A)= A)(1)+(A)(
2)
1 1886489 893600 18.81 18.81 Nil Nil
(B) Public shareholding (1) Institutions (a) Mutual
Funds/UTI Nil Nil Nil Nil Nil Nil Nil
Information Memorandum- Scintilla Commercial & Credit Ltd.
24
Cate
gory
code
Category of
shareholde
r
No. of
sharehol
ders
Total no.
of shares
Number
of
shares
held in
demater
- ialized
form
Total
shareholding
as a % of total
number of
shares
Shares Pledged or
otherwise
encumbered
As a
% of (A+B)
As a
% of
(A+B+C)
Numb
er of Shares
As a % of
Shareholding
(b) Financial
Institutions/
Banks
Nil Nil Nil Nil Nil Nil Nil
(c) Central
Government
/ State
Government
(s)
Nil Nil Nil Nil Nil Nil Nil
(d) Venture
Capital
Funds
Nil Nil Nil Nil Nil Nil Nil
(e) Insurance
Companies Nil Nil Nil Nil Nil Nil Nil
(f) Foreign
Institutional Investors
Nil Nil Nil Nil Nil Nil Nil
(g) Foreign
Venture
Capital
Investors
Nil Nil Nil Nil Nil Nil Nil
(h) Nominated
investors
(as defined
in Chapter
XA of SEBI
(ICDR)
Regulations
)
Nil Nil Nil Nil Nil Nil Nil
(i) Market Makers
Nil Nil Nil Nil Nil Nil Nil
(h) Any Other
(specify) Nil Nil Nil Nil Nil Nil Nil
Sub-Total
(B) (1) Nil Nil Nil Nil Nil Nil Nil
(2) Non- institutions (a) Bodies
Corporate 102 4653488 1856592
46.41 46.41 NA NA
Information Memorandum- Scintilla Commercial & Credit Ltd.
25
Cate
gory
code
Category of
shareholde
r
No. of
sharehol
ders
Total no.
of shares
Number
of
shares
held in
demater
- ialized
form
Total
shareholding
as a % of total
number of
shares
Shares Pledged or
otherwise
encumbered
As a
% of (A+B)
As a
% of
(A+B+C)
Numb
er of Shares
As a % of
Shareholding
(b) Individuals - i.
shareholders
holding
Nominal
share capital
up to Rs. 1
lakh
ii.
shareholders
holding
Nominal
share capital
in excess of
Rs. 1 lakh.
780
64
1511004
1962496
644136
1041266
15.07
19.57
15.07
19.57
NA
NA
NA
NA
(c) Qualified
Foreign
Investors
Nil Nil Nil Nil Nil NA NA
(d) Any Other
Trust 1 14300 14300 0.14 0.14 NA NA
Sub-Total
(B) (2) 947 8141288 3556294 81.19 81.19 NA NA
Total
Public
Shareholdi
ng (B) = (B)
(1) + (B)
(2)
947 8141288 3556294 81.19 81.19 NA NA
TOTAL (A) +( B)
948 10027777 5442783 100 100 NA NA
(C) Shares held by Custodians and against which Depository Receipts have been issued (a) Promoters
and
Promoter
Group
Nil Nil Nil Nil Nil NA NA
(b) Public Nil Nil Nil Nil Nil NA NA
GRAND
TOTAL (A)
+ (B) + (C)
948 10027777 5442783 100 100 Nil Nil
Information Memorandum- Scintilla Commercial & Credit Ltd.
26
(1)(b) Statement Showing Holding of Securities includes (shares, warrants, convertible securities)
of person belonging to the category “promoter and promoter group”
Sr.
No.
Name of the Shareholder Number of
shares
Shares as a percentage of total
number of shares {i.e., Grand
Total (A)+(B)+(C) indicated in
Statement at para (I)(a) above}
1. Centuple Finance Pvt. Ltd. 1886489 18.813
Total 1886489 18.813
(1)(c)(i) Statement showing Shareholding of persons belonging to the category “Public”
and holding more than 1% of the total number of shares of the Company:
Sr. No.
Name of the Shareholder Number of shares
Shares as a percentage of total number of shares
17. Advance Fabrication Private
Limited
155553 1.551
18. Amol Credit & Fiscal Pvt.Ltd. 184511 1.840
19. G.M.Dandidar Commercial
Private Limited
130945 1.306
20. India Rollform Ltd 138889 1.385
21. Minimax Commerces Pvt Ltd 144445 1.440
22. Nitson Retailer Pvt Ltd 217223 2.166
23. Parag Refractories Private
Limited
230000 2.294
24. Prajapati Vinimay Pvt. Ltd. 188800 1.883
25. Pushpak Commercial Finance
Pvt Ltd
112311 1.120
26. S T Services Ltd 138889 1.385
27. Silicon Hotel Private Limited 112053 1.117
28. Silvertone Securities Private
Limited
111111 1.108
29. Sugam Commercial Private
Limited
130511 1.301
30. Sun Flower Vinimay Private Limited
103437 1.032
31. Vibhor Management Pvt Ltd 144445 1.440
32. Rabindra Nath Patra 349550 3.486
Total 2592673 25.855
(1)(c)(ii) Statement showing Shareholding of persons belonging to the category “Public”
and holding more than 5% of the total number of shares of the Company:
Sr.
No.
Name of the Shareholder Number of
shares
Shares as a percentage of total
number of shares
Nil Nil Nil
Information Memorandum- Scintilla Commercial & Credit Ltd.
27
(I)(d) Statement showing details of locked-in-shares
Sr.
No.
Name of the Shareholder Number of
shares
Shares as a percentage of total
number of shares
Nil Nil Nil
Shareholding Pattern as on September 30, 2014:
Category No. of Shares % of Shares
Promoters and Promoter Group
Individual Nil Nil
Body Corporate 1,886,489 18.813
Public Shareholding
Individuals 3,905,435 38.945
Body Corporate 4,221,553 42.099
Any other Trust 14300 0.143
Total 10,027,777 100
(I)(a) Shareholding pattern as on September 30, 2014 as per Clause 35 of Listing
Agreement
The table below presents the current shareholding pattern of our Company as on
September 30, 2014 pursuant to clause 35 of Listing Agreement.
Category
code
Category of shareholder
No. of sharehol
ders
Total no. of shares
Number
of
shares held in
demater
- ialized
form
Total shareholding
as a % of total
number of
shares
Shares Pledged
or otherwise
encumbered
As a
% of
(A+B)
As a
% of (A+B
+C)
Numb
er of Shares
As a %
of Sharehol
ding (A) Promoter and Promoter Group (1) Indian (a) Individuals/
Hindu
Undivided
Family
Nil Nil Nil Nil Nil Nil Nil
(b) Central
Government
/ State
Government(s)
Nil Nil Nil Nil Nil Nil Nil
Information Memorandum- Scintilla Commercial & Credit Ltd.
28
Cate
gory
code
Category of
shareholder
No. of
sharehol
ders
Total no.
of shares
Number
of
shares
held in
demater
- ialized
form
Total
shareholding
as a % of total
number of
shares
Shares Pledged
or otherwise
encumbered
As a
% of (A+B)
As a
% of
(A+B+C)
Numb
er of Shares
As a %
of
Shareholding
(c) Bodies
Corporate 1 1886489 893600 18.813 18.813 Nil Nil
(d) Financial
Institutions/
Banks
Nil Nil Nil Nil Nil Nil Nil
(e) Any Other
(specify) Nil Nil Nil Nil Nil Nil Nil
Sub-Total
(A)(1) 1 1886489 893600 18.82 18.82 Nil Nil
(2) Foreign (a) Individuals
(Non-Resident
Individuals/
Foreign
Individuals
Nil Nil Nil Nil Nil Nil Nil
(b) Bodies
Corporate Nil Nil Nil Nil Nil Nil Nil
(c) Institutions Nil Nil Nil Nil Nil Nil Nil (d) Any Other
(specify) Nil Nil Nil Nil Nil Nil Nil
Sub-Total
(A) (2) Nil Nil Nil Nil Nil Nil Nil
Total
Shareholdi
ng of Promoters
and
Promoter
group (A)=
A)(1)+(A)(
2)
1 1886489 893600 18.82 18.82 Nil Nil
(B) Public shareholding (1) Institutions (a) Mutual
Funds/UTI Nil Nil Nil Nil Nil Nil Nil
(b) Financial
Institutions
/ Banks
Nil Nil Nil Nil Nil Nil Nil
Information Memorandum- Scintilla Commercial & Credit Ltd.
29
Cate
gory
code
Category of
shareholder
No. of
sharehol
ders
Total no.
of shares
Number
of
shares
held in
demater
- ialized
form
Total
shareholding
as a % of total
number of
shares
Shares Pledged
or otherwise
encumbered
As a
% of (A+B)
As a
% of
(A+B+C)
Numb
er of Shares
As a %
of
Shareholding
(c) Central
Government
/ State
Government
(s)
Nil Nil Nil Nil Nil Nil Nil
(d) Venture
Capital
Funds
Nil Nil Nil Nil Nil Nil Nil
(e) Insurance
Companies Nil Nil Nil Nil Nil Nil Nil
(f) Foreign
Institutional Investors
Nil Nil Nil Nil Nil Nil Nil
(g) Foreign
Venture
Capital
Investors
Nil Nil Nil Nil Nil Nil Nil
(h) Nominated
investors
(as defined
in Chapter
XA of SEBI
(ICDR) Regulations
)
Nil Nil Nil Nil Nil Nil Nil
(i) Market
Makers Nil Nil Nil Nil Nil Nil Nil
(h) Any Other
(specify) Nil Nil Nil Nil Nil Nil Nil
Sub-Total
(B) (1) Nil Nil Nil Nil Nil Nil Nil
(2) Non- institutions (a) Bodies
Corporate 102 4653488 3279514
46.41 46.41 NA NA
Information Memorandum- Scintilla Commercial & Credit Ltd.
30
Cate
gory
code
Category of
shareholder
No. of
sharehol
ders
Total no.
of shares
Number
of
shares
held in
demater
- ialized
form
Total
shareholding
as a % of total
number of
shares
Shares Pledged
or otherwise
encumbered
As a
% of (A+B)
As a
% of
(A+B+C)
Numb
er of Shares
As a %
of
Shareholding
(b) Individuals - i.
shareholders
holding
Nominal
share capital
up to Rs. 1
lakh
ii.
shareholders
holding
Nominal
share capital
in excess of
Rs. 1 lakh.
779
64
1511004
1962496
644136
1041266
15.07
19.57
15.07
19.57
NA
NA
NA
NA
(c) Qualified
Foreign
Investors
Nil Nil Nil Nil Nil NA NA
(d) Any Other
Trust 1 14300 14300 0.14 0.14 NA NA
Sub-Total
(B) (2) 946 8141288 4979216 81.19 81.19 NA NA
Total
Public
Shareholdi
ng (B) = (B)
(1) + (B)
(2)
946 8141288 4979216 81.19 81.19 NA NA
TOTAL (A) +( B)
947 10027777
6865705 100 100 NA NA
(C) Shares held by Custodians and against which Depository Receipts have been
issued (a) Promoters
and
Promoter Group
Nil Nil Nil Nil Nil NA NA
(b) Public Nil Nil Nil Nil Nil
GRAND
TOTAL (A)
+ (B) + (C)
948 10027777 6865705 100 100 Nil Nil
Information Memorandum- Scintilla Commercial & Credit Ltd.
31
(1)(b) Statement Showing Holding of Securities includes (shares, warrants, convertible securities)
of person belonging to the category “promoter and promoter group”
Sr.
No.
Name of the Shareholder Number of
shares
Shares as a percentage of total
number of shares {i.e., Grand
Total (A)+(B)+(C) indicated in
Statement at para (I)(a) above}
1. Centuple Finance Pvt. Ltd. 1886489 18.813
Total 1886489 18.813
(1)(c)(i) Statement showing Shareholding of persons belonging to the category “Public”
and holding more than 1% of the total number of shares of the Company:
Sr.
No.
Name of the Shareholder Number of
shares
Shares as a percentage of total
number of shares
33. Advance Fabrication Private
Limited
155553 1.551
34. Amol Credit & Fiscal Pvt.Ltd. 184511 1.840
35. G.M.Dandidar Commercial
Private Limited
130945 1.306
36. Linkup Vintrade Pvt. Ltd. 489446 4.881
37. Minimax Commerces Pvt. Ltd. 144445 1.440
38. Navrang Vintrade Pvt. Ltd. 476836 4.755
39. Parag Refractories Pvt. Ltd. 230000 2.294
40. Prajapati Vinimay Pvt. Ltd. 188800 1.883
41. Pushpak Commercial Finance
Pvt. Ltd.
112311 1.120
42. Sanskar Commodeal Pvt. Ltd. 488890 4.875
43. Silicon Hotel Pvt. Ltd. 112053 1.117
44. Silvertone Securities Pvt. Ltd. 111111 1.108
45. Sugam Commercial Pvt. Ltd. 130511 1.301
46. Sun Flower Vinimay Pvt. Ltd. 103437 1.032
47. Vibhor Management Pvt. Ltd. 144445 1.440
48. Rabindra Nath Patra 349550 3.486
Total 3552844 35.430
(1)(c)(ii) Statement showing Shareholding of persons belonging to the category “Public”
and holding more than 5% of the total number of shares of the Company:
Sr.
No.
Name of the Shareholder Number of
shares
Shares as a percentage of total
number of shares
Nil Nil Nil
(I)(d) Statement showing details of locked-in-shares
Sr.
No.
Name of the Shareholder Number of
shares
Shares as a percentage of total
number of shares
Nil Nil Nil
Information Memorandum- Scintilla Commercial & Credit Ltd.
32
Details of Outstanding Convertible Instruments including Warrants Pending
Conversion
As on date there are no outstanding Convertible Instruments including Warrants
Pending Conversion
Statement showing dividends and cash bonuses paid during the last 10 years or
such shorter period as the company has been in existence
Our Company has not paid dividends and cash bonuses during last 10 years or such
shorter period as the company has been in existence
Statement containing particulars of the dates of and parties to all 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) together with the brief description of terms, subject matter and
general nature of the documents, if applicable
Not Applicable.
Statement containing particulars of any commission, brokerage, discount or other
special terms including an option for the issue of any kind of securities granted to
any person, if applicable
Not Applicable.
Information Memorandum- Scintilla Commercial & Credit Ltd.
33
OUR HISTORY, BUSINESS AND MANAGEMENT
HISTORY
Name of Company SCINTILLA COMMERCIAL & CREDIT LIMITED Registered & Corporate
Office Mercantile Building, Block E, 2nd Floor, 9/12, Lal Bazar
Street, Kolkata – 700001
Company Website
Address www.scintilla.co.in
Name of Directors as on
date 1. Mr. Jitendra Kumar Goyal- Managing Director
2. Mr. Manoj Kumar Mundhara – Non- Executive
Independent Director
3. Mr. Vidhu Bhushan Verma – Non-Executive Independent
Director
4. Ms. Bharti Ranga - Non-Executive Director
Brief Nature of Business Our Company is Non-Banking Finance Company (NBFC)
registered with Reserve Bank of India. Its Registration
Number is 05.02226 dated 16th day of May 1998.
Our Company is engaged in the business of providing loans
and advances, investment in shares of other companies.
Name change of
Company in last five
years
There is no change in the name of the company since last 5
years.
Change in main line of business in last five years
There is no change in the business activities in the last five
years Exchanges where the Company is listed
indicating Regional Stock
Exchange
Calcutta Stock Exchange Limited
Status of listing fees to Stock Exchange
Listing fees has been paid till date to Calcutta Stock Exchange
Limited. Present Auditors and the Changes in last five years With reason for the same
Present Auditors: S. K. Runta & Co. 1, Jagmohan Mullick Lane, Kolkata- 700 007 Tel No: (033) 2268 3278 Email: [email protected]
Previous Auditor of the Company: M/s. R. K. Periwal & Co. (For F.Y 2008-09 & F.Y. 2009-10) Reason of change: Due to other occupancy.
Action taken against the Company by any
exchange in last five
years
No action has been taken against our Company by any stock
exchange in last five years.
Information Memorandum- Scintilla Commercial & Credit Ltd.
34
Main Objects of the Company
The main objects of the Company as set forth in the Memorandum of Association of our
Company are as follows:
1. To carry on the business as investors, concessioners, and to undertake and carry
on and execute all kinds of financial trading and other operations and
undertakings.
2. To lend money, securities or other property, either with or without security and
on such terms as may be deemed expedient, and to guarantee the performance of
contracts by any persons or companies, provided that the company shall not
carry on banking business. Textiles, Handicraft, Engineering goods, Stores and
Spares, humpray on nylon, plastics wood, Metals, Sugar and Sugarcane, Coffee,
Electrical and Electronics goods.
3. To promote from or acquire any company and to take, purchase, or acquire
shares or interest in any company and to transfer to any such company any
property of this Company and to take or otherwise acquire, hold and dispose of
or otherwise deal in and invest in any shares, debentures and other securities of
any company or companies either out of its own funds that it might borrow by
issue of debentures or from bankers or otherwise, howsoever or in any other
manner, whatsoever, and to subsidise or otherwise assist any such company.
4. To buy acquire or otherwise receive any property movable or immovable and to
sell and/or dispose off the same, to negotiate, advance deposits or loan money or
securities, to buy sell discount and deal in promissory notes, bills of exchanges,
bundies warrants and all other negotiable or transferable securities or
actionable claims or chose in action.
Information Memorandum- Scintilla Commercial & Credit Ltd.
35
INDUSTRY OVERVIEW
OVERVIEW OF THE INDIAN ECONOMY
The Indian economy remained resilient despite a slowdown in the third quarter of
2012-2013 amid a weaker global economy. During this period, India’s GDP grew 4.5%
as compared to 6.0% during the third quarter of 2011 (Source: RBI: Macroeconomic and
Monetary Developments in 2012-2013). Indian GDP growth continues to remain above
the global average. The IMF forecasts global growth to remain steady at 3.3% in 2013
before improving to 4.0% in 2014 (Source: RBI: Macroeconomic and Monetary
Developments in 2012-2013).
NON BANKING FINANCIAL COMPANIES
NBFCs are an integral part of the country’s financial system complementing the services
of commercial banks. The main reason attributed to the growth of NBFCs is the
comprehensive regulation of the banking system. Other factors include higher level of
customer orientation, lesser pre/post sanction requirements and higher rates of
interest on deposits being offered by NBFCs. It is mandatory that every NBFC should be
registered with RBI to carry on any business of non banking financial institution.
The activities of non-banking financial companies (NBFCs) in India have undergone
qualitative changes over the years through functional specialization. The role of NBFCs
as effective financial intermediaries has been well recognized as they have inherent
ability to take quicker decisions, assume greater risks, and customize their services and
charges more according to the needs of the clients. While these features, as compared to
the banks, have contributed to the proliferation of NBFCs, their flexible structures allow
them to unbundle services provided by banks and market the components on a
competitive basis. The distinction between banks and non-banks has been gradually
getting blurred since both the segments of the financial system engage themselves in
many similar types of activities. At present, NBFC’s in India have become prominent in a
wide range of activities like hire-purchase finance, investing activities, equipment lease
financing etc. By employing innovative marketing strategies and devising tailor-made
products, NBFCs have also been able to build up a clientele base among the depositors,
mop up public savings and command large resources as reflected in the growth of their
deposits from public, shareholders, directors and other companies, and borrowings by
issue of non-convertible debentures, etc.
The importance of NBFCs in delivering credit to the unorganized sector and to small
borrowers at the local level in response to local requirements is well recognized. The
rising importance of this segment calls for increased regulatory attention and focused
supervisory scrutiny in the interests of financial stability and depositor protection.
NBFCs can be divided into deposit taking NBFCs, i.e., which accept deposits from public
and non-deposit accepting or holding NBFCs being those which do not accept deposits
from public.
Information Memorandum- Scintilla Commercial & Credit Ltd.
36
Our Business
Scintilla Commercial & Credit Ltd. was incorporated on January 29, 1990, with an object
to carry on the business as investors, concessioners, and to undertake and carry on and
execute all kinds of financial trading and other operations and undertakings.
Our company gives short term and long term loans to its borrowers and earns revenue
by way of interest on loans so given to the borrowers also the company invests in shares
and generates profits from the same. The Company will continue its focus and efforts in
Capital Market as well as in making loans to the potential and sound borrowers.
Keeping in view the growth story of NBFC sector, the company had applied to Reserve
Bank of India for obtaining certificate of registration for carrying on NBFC business and
it was registered with Reserve Bank of India as NBFC vide registration certificate no.
05.02226 dated 16th May, 1998.
Place of business
We operate our business from our Registered Office situated at Mercantile Building, Block-E, 2nd Floor, 9/12, Lalbazar Street, Kolkata, West Bengal - 700001.
Our company is currently engaged in NBFC business in the following verticals:
• Investment / Trading in Shares & Securities,
• Corporate Loans
• Trade Financing
Strengths
We believe that the following are our key strengths:-
• Diversified and Balanced mix of businesses and customers
We provide services to clients in most of the growing sectors of the economy like
Personal Loans, Trade Financing and Financial Services.
• Portfolio Quality
We believe that one of our major strengths is our ability to maintain the quality of our
asset portfolio. We derive significant benefits from the knowledge, experience and
businesses of our promoter and group companies to understand our corporate and
small business clients and provide them with financial services and products that meet
their requirements.
• Experienced Management Team
We have an experienced senior management team to manage the businesses supported
by capable and talented team. They would continue to be the principal drivers of our
growth and success in all of our existing and proposed businesses.
Information Memorandum- Scintilla Commercial & Credit Ltd.
37
OUR MANAGEMENT
Sr.
No.
Name, Age, Designation,
Address, Experience,
Occupation,
Qualifications & DIN
Date of
Appointment
No. of Equity
Shares held
& % of
Share
holding
Other Directorships
1 Name: Mr. Manoj Kumar
Mundhara
Age: 37 year
Designation: Non-Executive Independent
Director
Address: 13/4/1, Dr. P.K.
Banerjee Road, 2nd Floor,
Opp. Mullick Fatak Jail,
Mullick Fatak, Howrah,
711101, West Bengal,
India
Experience: 15 Years
Occupation: Professional
Qualifications: MBA in Finance
DIN: 00097325
24/04/2013
NIL � Tax Professionals
India Limited
� Cent Percent Professional
Services Private
Limited
� Reachsmart
Property Private
Limited
� Gangour Fashion
Private Limited
� Manoj Mundhara
Enterprises Private
Limited
� Goldensight
Software Private
Limited
� Outhouse
Entertainment
Private Limited
� Tollywood Fashion
Private Limited
� Cemfil Enterprises
Limited
� Goldensight Tex Fab Private Limited
� Outhouse Events
Private Limited
� Outhouse Property
Private Limited
2 Name: Mr. Jitendra
Kumar Goyal
Age: 50 year
Designation: Managing
Director
29/01/1990
211 0.002%
� Kaushal
Investments Ltd
� Sumit Technisch & Engineering Pvt Ltd
Information Memorandum- Scintilla Commercial & Credit Ltd.
38
Sr.
No.
Name, Age, Designation,
Address, Experience,
Occupation,
Qualifications & DIN
Date of
Appointment
No. of Equity
Shares held
& % of
Share
holding
Other Directorships
Address: Arihant Enclave,
Block A-6, 2nd Floor, Flat
No.202, 493/b/57a, G. T. Road (South), Howrah,
711102, West Bengal,
India
Experience: More than
24 Years
Occupation: Business
Qualifications: B.Com(H) DIN: 00468744
� Goyal Commercial
Pvt Ltd
� Mahavat Holdings
Pvt Ltd
� Virat Leasing
Limited
� Horizon Agro Processing Private
Limited
� Decillion Finance Limited
� Marda Commercial
& Holdings Ltd
� Twinkle Vintrade
Private Limited
� Planet Dealtrade
Private Limited
� Daffodil Dealtrade
Private Limited
� Vedik Holdings Pvt Ltd
� Mangal Chand
Property &
Investments Pvt Ltd
� Seaside Merchandise
Private Limited
� Yerrow Finance And Investments Private
Limited
� ABM Finlease Private Limited
� Aurelian
Commercial Limited
Information Memorandum- Scintilla Commercial & Credit Ltd.
39
Sr.
No.
Name, Age, Designation,
Address, Experience,
Occupation,
Qualifications & DIN
Date of
Appointment
No. of Equity
Shares held
& % of
Share
holding
Other Directorships
3 Name: Mr. Vidhu
Bhushan Verma
Age: 52 year Designation: Non-
Executive Independent
Director
Address:Flat-302,
Eminent Complex-3, 141,
Debaipukur Road,
Hindmotor, Hooghly, 712233, West Bengal,
India
Experience: More than
25 years Occupation: Professional
Qualifications: Chartered
Accountant
DIN: 00555238
30/09/2013
NIL � Vish Advisers
Private Limited
� Sahai Mediquip
Private Limited
� Merit Commosales
Private Limited
� Silverlake Tradelinks Private
Limited
� Evergrow Vintrade Limited
� Fastflow
Commodeal Limited
4 Name: Ms. Bharti Ranga
Age: 25 years
Designation: Non-
Executive Director
Address:18, Kumar Rameshwar Malia Lane,
Howrah - 700007
Experience: 1 year
Occupation: Business
Qualifications: Company
DIN: 06846738
09/05/2014
NIL
� Decillion Finance
Ltd.
Information Memorandum- Scintilla Commercial & Credit Ltd.
40
Brief write-up of Director
1. Mr. Manoj Kumar Mundhara, Non-Executive Independent Director, Age: 37
years
Mr. Manoj Kumar Mundhara is Non Executive Independent Director of our
company. He is a MBA in Finance and has almost 15 years of experience in the field
of finance, accounts and taxation. His experience in the field of financial services
brings value addition to the Board.
2. Mr. Jitendra Kumar Goyal, Managing Director, Age: 50 years
Mr. Jitendra Kumar Goyal is the Managing Director of our Company. He is a
commerce graduate and has more than 24 years of experience in the field of finance,
capital markets and related activities. He has been leading the company on almost all
levels of the organization which helps him understand and handle major functions of
our company. Under his leadership and vast experience, we are able to deliver
constant value to our customers time and again. He has been the architect of our
company's projects and expansion strategy.
3. Mr. Vidhu Bhushan Verma, Non-Executive Independent Director, Age: 52 years
Mr. Vidhu Bhushan Verma is a Non-Executive Independent Director of our
company. He is a Chartered Accountant from The Institute of Chartered Accountants
of India and has almost 25 years of experience in the field of accounts and finance.
He has been advising and managing the affairs of the company on almost all levels of
the organization which helps him understand and handle major functions of our
company.
4. Ms. Bharti Ranga, Non-Executive Director, Age: 25 years.
Ms. Bharti Ranga is a Non-Executive Director of our company. By qualification she is
a Company Secretary and has vast knowledge in the field of accounts and finance.
Information Memorandum- Scintilla Commercial & Credit Ltd.
41
Changes in Board of Directors during last three years:
There have been no changes in our Board of Director during last three years except
following:
Sr.
No.
Name of the Director Date of
Appointment
Date of Cessation
1 Mr. Manoj Kumar Mundhara April 24, 2013 --
1 Mr. Navin Kumar Sharma July 21, 2009 September 30, 2013
2 Mr. Amar Nath Singh July 18, 2011 December 02, 2013
2 Ms. Nidhi Sinha September 30, 2013 February 1, 2014
3 Mr. Vidhu Bhushan Verma September 30, 2013 --
4 Ms. Bharti Ranga May 09, 2014 --
Details of Borrowing Powers of the Company
The Board may from time to time at its discretion, subject to the provisions of the
Companies Act, raise or borrow from and secure payments of any sum or sums of
money for the purposes of the Company.
Arrangements with major shareholders, customers, suppliers or others
There is no arrangement or understanding with major shareholders, customers,
suppliers or others, pursuant to which any Director was appointed as a Director or
member of senior management of Our Company.
Interest of Directors
All the Directors of the Company may be deemed to be interested to the extent of fees,
if any, payable to them for attending meetings of the Board or Committee thereof as
well as to the extent of other remuneration and/or reimbursement of expenses payable
to them for services rendered by them as officers of the Company in accordance with
the applicable laws. All the Directors may also be deemed to be interested to the extent
of normal transactions, if any, with the Company.
Corporate Governance
The Company is in compliance to all the applicable clauses of Corporate Governance
including the Corporate Governance norms under clause 49.
Our Company is in compliance with Clause 49 of the Listing Agreement pertaining to
composition of Board of Directors, appointment of Independent Directors and
constitution of Committees such as Audit Committee, Shareholders’ / Investor
Grievance Committee.
Information Memorandum- Scintilla Commercial & Credit Ltd.
42
Composition of Board of Directors
The Board of Directors of the Company consists of 4 (Four) Directors out of which 3
(Three) are Non Executive Directors and 1 (One) is Executive Directors.
The Board of directors has formed various committees viz. Audit Committee,
Stakeholders Relationship committee and Nomination & Remuneration Committee as
required under Clause 49 of the Listing Agreement as under:
Committee Name of the Director Designation
Audit Committee
Mr. Vidhu Bhushan Verma Chairman - Non Executive
Independent Director
Mr. Manoj Kumar
Mundhara
Member - Non Executive
Independent Director
Ms. Bharti Ranga Member - Non Executive
Independent Director
Stakeholders Relationship Committee
Mr. Vidhu Bhushan Verma Chairman - Non Executive
Independent Director
Mr. Manoj Kumar
Mundhara
Member - Non Executive
Independent Director
Ms. Bharti Ranga Member - Non Executive
Independent Director
Nomination and Remuneration Committee
Mr. Vidhu Bhushan Verma Chairman - Non Executive
Independent Director
Mr. Manoj Kumar
Mundhara
Member - Non Executive
Independent Director
Ms. Bharti Ranga Member - Non Executive
Independent Director
Information Memorandum- Scintilla Commercial & Credit Ltd.
43
Compliance Report on Corporate Governance for the quarter ended June 30, 2014
Particulars Clause of
Listing
Agreement
Compliance
status
(Yes/No/NA)
I. Board of Directors 49 I
(A) Composition of Board 49 (IA) Yes
(B) Non-executive Directors’ compensation
disclosures
49(IB) Yes
(C) Other provisions as to Board and Committees 49(IC) Yes
(D) Code of Conduct 49(ID) Yes
II. Audit Committee 49(II)
(A) Qualified & Independent Audit Committee 49(IIA) Yes
(B) Meeting of Audit Committee 49(IIB) Yes
(C) Powers of Audit Committee 49(IIC) Yes
(D) Role of Audit Committee 49(IID) Yes
(E) Review of Information by Audit Committee 49(IIE) Yes
III. Subsidiary Companies 49(III) N.A.
IV. Disclosures 49(IV)
(A) Basis of related party transactions 49(IV A) Yes
(B) Disclosures of Accounting Treatment 49(IV B) Yes
(C) Proceeds from Public Issues, rights issues,
preferential basis etc.
49(IV C) N.A
(D) Remuneration of Directors 49(IV E) Yes
(E) Management 49(IV F) Yes
(F) Shareholders 49(IV G) Yes
V. CEO/CFO Certification 49 (V) Yes
VI. Report on Corporate Governance 49(VI) Yes
VII. Compliance 49(VII) Yes
Information Memorandum- Scintilla Commercial & Credit Ltd.
44
Board Procedure
The Board of Directors meets at least once in a quarter and there will be not less
than 4 meetings in a year. The agenda for the meeting together with the relevant notes
are circulated in accordance with the provisions of the Companies Act, 1956.
Report on Corporate Governance
Our Company is in compliance with the provisions of the clause 49 of the Listing
Agreement of the Stock Exchange regarding report on corporate governance.
Compliance Certificate on Corporate Governance Certificates from our Statutory Auditors confirming compliance with all the
conditions of the Corporate Governance, as stipulated in clause 49 of the Listing
Agreement of the Stock Exchange are in place.
Compliance with Listing Agreement Our Company is listed on Calcutta Stock Exchange and has complied with the
requirements under the Listing Agreement.
Declaration of Operating Results
We declare the Quarterly operating results which are reported to the Stock
Exchange in compliance with the provisions of the Listing Agreement. Payment or Benefit
No amount or benefit (other than salary ) has been paid or given by Our Company
within two preceding years or intended to be given to any officer of Our Company.
Information Memorandum- Scintilla Commercial & Credit Ltd.
45
PROMOTERS
Details of the Promoters in category of Body Corporate:
Name Of the
Promoter Centuple Finance Pvt. Ltd.
Address 18 Giri Babu Lane, Ground Floor Kolkata West Bengal 700012
PAN No. AABCC0637K
Brief write-up
Centuple Finance Pvt Ltd, Paschim Bengal (West
Bengal) has been registered in Paschim Bengal (West Bengal)
as a Private Limited Company in 1993. Their Company CIN
Code (Corporate Identification Number)
is U67190WB1993PTC060863.
It is a Private Limited Company and the registration of Centuple
Finance Pvt Ltd has been done at ROC, West Bengal on
30-11-1993.
It has been registered to function as Non Banking Financial
Company or NBFC that normally cannot accept deposits from
general public as normal banks do but all of their business
operations defined as in banking system
Information Memorandum- Scintilla Commercial & Credit Ltd.
46
DETAILS OF SUBSIDIARY COMPANIES
As disclosed in our Annual Reports pursuant to AS 21, Our Company has following Subsidiary
Companies:
Sr. No. Name Listing Status
1. JAIMATARANI MERCHANTS LIMITED Unlisted
2. MERICOGOLD TRADING LIMITED Unlisted
Name of the Company JAIMATARANI MERCHANTS LIMITED
Brief nature of Business To carry on the Business as importers,
exporters, buyers , sellers, traders,
merchants, indenters, agents, assemblers,
refiners, producer, sub-broker, marketing ,
chain marketing, net marketing,
commodity and derivative marketing in all
kinds of general commodities , homecare
products, life-care products, and consumer
goods and household goods, industrial
goods etc.
Date of Incorporation 25.09.2012
Date of Commencement of Business 26.09.2012
CIN U52390WB2012PLC186401
PAN Card no. AACCJ9459R
Registered Office Address 31, Ratu Sarkar Lane, 1st Floor, Room
No.5, Kolkata-700073
Board of Directors 1. NIDHI KUMAR SINGH
2. PINTU ADAK
3.YOGESH KUMAR
Name of the Company MERICOGOLD TRADING LIMITED
Brief nature of Business To carry on the Business as importers,
exporters, buyers , sellers, traders,
merchants, indenters, agents, assemblers,
refiners, producer, sub-broker, marketing ,
chain marketing, net marketing,
commodity and derivative marketing in all
kinds of general commodities , homecare
products, lifecare products, and consumer
goods and household goods, industrial
goods etc.
Date of Incorporation 25.09.2012
Date of Commencement of Business 26.09.2012
CIN U52100WB2012PLC186402
PAN Card no. AAICM2219A
Information Memorandum- Scintilla Commercial & Credit Ltd.
47
Registered Office Address 31, Ratu Sarkar Lane, 1st Floor, Room
No.5, Kolkata-700073
Board of Directors 1. NIDHI KUMAR SINGH
2. PINTU ADAK
3.YOGESH KUMAR
None of the Directors of Scintilla Commercial & Credit Limited holds any shares in
the above subsidiary Company as on the date.
The entire group companies as stated above are unlisted Companies and further no
public issue (including any rights issue to the public) had been made in the preceding
three years. The companies have not become a sick Company under the meaning of
SICA.
Information Memorandum- Scintilla Commercial & Credit Ltd.
48
OUTSTANDING LITIGATION AND OTHER REGULATORY DISCLOSURES
I. OUTSTANDING LITIGATION:
Company
As on date, there are no pending litigations by or against the company.
Subsidiary:
As on date, there are no pending litigations by or against our subsidiary Companies
Promoters/Directors
As on date, there are no pending litigations by or against our Promoters and Directors.
II. GENERAL DISCLOSURE:
There were no materially significant transactions with the related parties viz.
Promoters, Directors and their relatives, conflicting with Company’s interest.
No penalties or strictures have been imposed on the Company by Stock Exchange or
SEBI or any statutory Authority or any matter related to capital markets during the last
three years.
Information Memorandum- Scintilla Commercial & Credit Ltd.
49
FINANCIAL INFORMATION
STANDALONE STATEMENT OF ASSETS AND LIABILITIES
(Amount in Rs.)
Particulars 31.03.2014 31.03.2013 31.03.2012
I. EQUITY AND LIABILITIES
1 Shareholder's Funds
(a) Share Capital 100,277,770 100,277,770 100,277,770
(b) Reserve and Surplus 2,040,347 1,448,603 (78,243)
2 Current Liabilities
(a) Trade Payables --- 616,150 ----
(b) Other current liabilities
13,000 27,538 101,486
(c) Short-Term Provisions
67,062 409,396 ----
TOTAL 102,398,179 102,779,457 100,301,013
II. ASSETS
1 Non-Current Assets
(a) Non-Current
Investment 68,640,000 75,385,000 83,179,000
2 Current Assets
(a)Inventories 3,021,000 ---- ----
(b) Trade Receivables 3,414,600 3,430,750 ----
(c) Cash and Cash
Equivalents 2,95,405 1,695,265 20,583
(d) Short-Term Loans &
Advances 27,027,174 22,268,442 17,101,430
TOTAL 102,398,179 102,779,457 100,301,013
Information Memorandum- Scintilla Commercial & Credit Ltd.
50
STANDALONE STATEMENT OF ASSETS AND LIABILITIES
(Amount in Rs.)
*Note: Balance Sheet for the F.Y 2009-10 and F.Y. 2010-11 is as per the erstwhile
prescribed Schedule VI.
Particulars 31.03.2011 31.03.2010
Sources of Funds
1 Share Capital 100,277,770 100,277,770
2 Reserves and Surplus 233,096 175,410
3 Unsecured Loan - 307,989,041
TOTAL 100,510,868 408,442,221
Application for Funds
2 Investments 76,825,000 8,743,4430
3 Current Assets :
Sundry Debtors 500,000 190,000
Cash & Bank Balances 54,209 39,311
Loans & Advances 22,861,469 321,547,299
23,415,678 321,776,610
Less :
4 Current Liabilities & Provisions 43,545 1,027,525
Net Current Assets 23,372,133 320,749,085
Profit & Loss Account 313,733 258,706
TOTAL 100,510,866 408,442,221
Information Memorandum- Scintilla Commercial & Credit Ltd.
51
STANDALONE STATEMENT OF PROFIT AND LOSS
(Amount in Rs.)
Particulars 31.03.2014 31.03.2013 31.03.2012
Revenue From Operations --- ---- ----
Other Income 2,770,268 2,859,724 296,219
Total Revenue
2,770,268 2,859,724 296,219
Expenses
Purchases of Stock-in-Trade 4,267,481 - -
Changes in Inventories of Stock-in-Trade (3,021,000) - -
Employee Benefit Expenses 482,589 493,000 90,000
Other Expenses 419,508 288,246 202,752
Total Expenses 2,148,578 781,246 292,752
Profit before Tax 621,690 2,078,478 3,467
Tax Expenses
(a)Current Tax 118,463 396,054 1,072
Profit/(loss) for the Period 503,227 1,682,424 2,395
Earning per Equity share:
(a) Basic & Diluted 0.05 0.17 0.00
Information Memorandum- Scintilla Commercial & Credit Ltd.
52
STANDALONE STATEMENT OF PROFIT AND LOSS
(Amount in Rs.)
*Note: Statement of Profit & Loss for the F.Y 2009-10 and F.Y. 2010-11 is as per the
erstwhile prescribed Schedule VI.
Particulars 31.03.2011 31.03.2010
1 INCOME
Income from Investments 101,770 154,500
Other Income 7,512,381 22,679,995
TOTAL 7,614,151 22,834,495
2 EXPENDITURE
Loss from Capital Market Operations - 700,000
Administrative & Other Expenses 488,765 548,510
Audit Fee-Others 5,500 5,000
Filing Fees 3,000 15,000
Interest Paid on Inter Corporate Deposits 7,056,986 21,516,164
Listing Fees 56,051 57,938
TOTAL 7,610,302 22,790,472
Profit / Loss Before Tax 3,849 44,023
Provision for Taxation 1,190 6,801
Profit after tax 2,659 37,222
Transfer to Special Reserve 532 7,444
Transfer to Contingent Provisions against
Standard Assets
57,154 -
Income tax for earlier years - 10,852
Balance b/f from Last Year (258,706) (277,632)
Balance Carried to Balance Sheet (313,733) (258,706)
Basic & Diluted Earnings Per Share 0.0003 0.004
Information Memorandum- Scintilla Commercial & Credit Ltd.
53
STANDALONE CASH FLOW STATEMENT (Amount in Rs.)
Particulars
31.03.2014 31.03.2013
31.03.2012
31.03.2011
31.03.2010
A. CASH FLOW FROM
OPERATING ACTIVITIES
Net Profit before Tax and
Extraordinary Items
621,690 2,078,478 3,467
3,849
44,023
621,690 2,078,478 3,467 3,849 44,023
Adjustments for :
Interest Received (2,770,268) (859,124) (296,219) (7,512,381) (22,679,995)
Income from Investment - (1,975,600) - (101,770) (154,500)
Others - - - - -
Operating Profit before
Working Capital
Changes
(2,148,578) (756,246) (292,752)
(7,610,302)
(22,790,472)
Adjustments for :
Current Assets (7,763,582) (8,597,762) 6,252,048 298,375,830 (308,930,495)
Current Liabilities (973,022) 796,019 13,037 (983,980) 882,019
(Increase)/Decrease in
Net Current Assets
(8,736,604) (7,801,743) 6,265,085
297,391,850
(308,048,476)
Cash Generated from
Operations
(10,885,182) (8,557,989) 5,972,332
289,781,548
(330,838,948)
Taxation (118,463) (396,054) (1,072) (1,190) (6,801)
Cashflow before
extraordinary items
(1,100,3645) (8,954,043) 5,971,260
289,780,358
(330,845,749)
Write Back of Statutory
Provisions
88,517 - -
-
-
Net Cash from
operating Activities
(10,915,128) (8,954,043) 5,971,260
289,780,358
(330,845,749)
A.CashFlow from
Investment Activities
Decrease/(Increase) of
Investments
6,745,000 7,794,000 (6,354,000)
10,609,430
1,000
Interest Received 2,770,268 859,124 296,219 7,512,381 22,679,995
Income from Investment - 1,975,600 - 101,770 154,500
Net Cash (used in)/ from
investing activities
9,515,268 10,628,724 (6,057,781)
18,223,581
22,835,495
Increase/(decrease) in
Borrowing
-
- -
(307,989,041)
307,989,041
Net Cash (used in)/from
Financing Activities
- - -
(307,989,041) 307,989,041
Information Memorandum- Scintilla Commercial & Credit Ltd.
54
Net Increase in Cash and
Cash equivalents
(A+B+C):
(1,399,860) 1,674,681 86,521
14,898
(21,213)
Cash and Cash
equivalents at the
beginning of the year
1,695,265 20,583 107,104
39,311
60,524
Cash and Cash
equivalents at the close of
the year
295,405 1,695,265 20,583
54,209
39,311