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MODI UDYOG LIMITED

INFORMATION MEMORANDUM

For Listing of 30240000 equity shares of RS 10/- each fully paid up.

Information Memorandum

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INFORMATION M E M O R A N D U M

Dated: December 15th, 2014

The Company was originally incorporated on October 04, 1982 under the Companies Act, 1956 as " Modi Udyog & Investment Limted in the state of West Bengal. SuMCX STOCK EXCHANGEquently the Name of the Company was changed from “Modi Udyog & Investment Limited on April 29, 1986 to “Modi Udyog Limited”.

The Corporate Identification Number (CIN) of the Company is L51226WB1982PLC035312

Registered Office: 18B, Brabourne Road, 2nd Floor, Kolkata - 700001

Telephone: 033-40081135

Email ID: [email protected]

Website: www.modiudyog.org

GRETEX CORPORATE SERVICES PRIVATE LIMITED 19- B. B. Ganguly Street, 2nd Floor, Kolkata- 700012 Tel: +91 98368 1999 / 033-32424961 Fax: 033-22369295 Website:www.gretexgroup.com Contact Person: Mr. Vishnu Agarwal

“Disclaimer: This Information Memorandum is not a prospectus, abridged prospectus neither an offer document nor its intention is to solicit any subscription or investment in the Company. This is only for general information of the readers. Gretex Corporate Services Private Limited (“Gretex”) has collected and compiled information from the Company’s Management and has not performed any diligence. Gretex does not take any responsibility for the correctness of the statements made or opinions expressed or any other information mentioned in this Information Memorandum.”


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INFORMATION MEMORANDUM FOR LISTING OF 30240000 EQUITY SHARES OF RS.10/- EACH FULLY PAID UP

GENERAL RISKS

Investment in equity and equity-related securities involve a degree of risk and investors should not invest in the equity shares of Modi Udyog 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 Modi Udyog Limited. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved.

ABSOLUTE RESPONSIBILITY OF MODI UDYOG LIMITED

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

LISTING

The Equity Shares of Modi Udyog Limited which are listed on The Calcutta Stock Exchange Limited are proposed to be listed and traded on MCX STOCK EXCHANGE Limited.

REGISTRAR SHARE TRANSFER AGENT

MAHESHWARI DATAMATICS PRIVATE LIMITED 6, Mangoe lane, 2nd Floor, Kolkata-700001 Tel.: 033 2243 5029/2248 2248, Fax: 033 2248 4787 Email-ID: [email protected] Website: www.mdpl.in


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TABLE OF CONTENTS

I. DEFINITIONS AND ABBREVIATIONS

II. GENERAL

Presentation Of Financial, Industry And Market Data

Forward Looking Statements

III. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF

IV. INUSTRY OVERVIEW

V. BUSINESS OVERVIEW

VI. INTRODUCTION

Summary of Business

Overview

Summary of Financial Information (Restated financial of 5 years)

General Information

Capital Structure

VII. ABOUT THE COMPANY

Our History and certain Corporate Matters

Our Management

Our Promoters

VIII. FINANCIAL INFORMATION

Financial Statements

IX. OUTSTANDING LITIGATIONS

X. PURPOSE OF LISTING

XI. OTHER INFORMATION

Material Contracts And Documents For Inspection

Declaration


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SECTION I – DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise requires, in the Information Memorandum, all references to “Modi Udyog, “we”, “us”, “our” and “the Company” are to Modi Udyog Limited.

Term Description

“The Company” or “MODI” or “MODI UDYOG” or "MUL" or “we” or “us” or “our”

Modi Udyog Limited having its registered Office at : 18B, Brabourne Road, 2nd Floor, Kolkata - 700001

AOA/Articles/Articles of Association Article of Association of the Company, as amended from time to time, unless the context otherwise specifies

Auditors / Statutory Auditors The Statutory Auditors of the Company, Prakash Patwari & Company.

Banker(s) to the Company The Bankers of the Company, Punjab National Bank, Kolkata.

Board of Directors/ Board/ Directors The board of directors of the Company or a committee Constituted thereof, unless the context otherwise specifies.

MCX STOCK EXCHANGE / MCX

MCX STOCK EXCHANGE Limited

Director(s) The director(s) of the Company, unless otherwise specified.

Equity Shares Equity shares of the Company of face value of Rs. 10 each, fully paid up, unless otherwise specified in the context thereof.

Information Memorandum This document as filed with the Stock Exchanges is known as and referred to as the Information Memorandum.

Memorandum/ Memorandum of Association

The Memorandum of Association of Modi Udyog Limited.

Promoters The promoters of the Company.

Promoter Group Includes such persons and entities constituting our promoter group in terms of Regulation 2 (1)(zb) of the SEBI ICDR Regulations.

Registered Office The registered office of the Company at 18B, Brabourne Road, 2nd Floor, Kolkata - 700001

Registrar/ Registrar & Share Transfer Agent

The Registrar & Share Transfer Agent of the Company, Maheshwari Datamatics Private Limited


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Abbreviations

Term Description Act or Companies Act The Companies Act, 1956, a n d The Companies Act,

2013, as amended from time to Time. AGM Annual General Meeting. AS Accounting Standards issued by the Institute of

Chartered Accountants of India. AY Assessment Year. BIFR Board for Industrial and Financial Reconstruction. CG Central government. CIN Corporate Identification Number CDSL Central Depository Services (India) Limited CSE The Calcutta Stock Exchange Limited Depositories NSDL and CDSL Depositories Act The Depositories Act, 1996 as amended from time to

Time DP/ Depository Participant A depository participant as defined under the

Depositories Act, 1996 EBITDA Earnings Before Interest, Tax, Depreciation and

Amortization EGM Extraordinary General Meeting EPS Earnings per Equity Share Financial year/fiscal/ FY Period of twelve months ended March 31 of that

particular year, unless otherwise stated HUF Hindu Undivided Family I. T. Act The Income-tax Act, 1961, as amended from time to

time, except as stated otherwise Indian GAAP Generally Accepted Accounting Principles in India ISIN International Securities Identification Number Listing Agreement Listing agreement entered into by the Company with

the Stock Exchanges NA Not Applicable NAV Net Asset Value being paid up equity share capital plus

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

NSDL National Securities Depository Limited P/E Ratio Price/Earnings Ratio PAN Permanent Account Number allotted under the Income

Tax Act, 1961 PAT Profit after tax PBT Profit before tax RBI Reserve Bank of India RBI Act The Reserve Bank of India Act, 1934, as amended

from time to time ROC Registrar of Companies, West Bengal Rs. Indian Rupees RSE Designated Regional Stock Exchange SCRA Securities Contracts (Regulation) Act, 1956, as

amended from time to time SCRR Securities Contracts (Regulation) Rules, 1957, as

amended from time to time

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SEBI The Securities and Exchange Board of India

constituted under the SEBI Act, 1992, as amended from time to time

SEBI Act Securities and Exchange Board of India Act 1992, as amended from time to time

SEBI Guidelines SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 including instructions and clarifications issued by SEBI from time to time.

State Government The government of a state of the Union of India UIN Unique Identification Number

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SECTION II – GENERAL

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

Unless otherwise specified or the context otherwise requires, all references to “India” in this Information Memorandum are to the Republic of India, together with its territories and possessions. Unless the context otherwise requires, all references to the "Company", "we", "us" and "our" refers to Modi Udyog Limited.

Financial Data

Unless indicated otherwise, the financial data in this Information Memorandum is derived from our financial statements prepared in accordance with the Generally Accepted Accounting Principles in India (“Indian GAAP”) and the Companies Act, 1956, as amended (“Companies Act”) included elsewhere in this Information Memorandum.

The financial year commences on April 1 and ends on March 31, so all references to a particular financial year are to the twelve-month period ended March 31 of that year. In this Information Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off.

Currency of Presentation

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

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FORWARD LOOKING STATEMENTS

This Information Memorandum contains certain words or phrases, including, “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “would”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement.

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

• General economic and business conditions in India and other countries.

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

• The changes in monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices.

• The performance of the financial markets in India and globally, changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry.

• Changes in the value of the Rupee and other currencies.

• The occurrence of natural disasters or calamities.

• Change in political and social conditions in India.

• The Loss or shutdown of operations of the Company at any time due to strike.

• The Loss of our key employees and Staff.

• Our ability to respond to technological changes.

Material Contract

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

Absolute Responsibility of Modi Udyog Limited

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


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SECTION III - RISK FACTORS AND MANAGEMENT PERCEPTIONS THERE OF

GENERAL RISK

Investment in equity and equity-related securities involve a degree of risk and investors should not invest in the equity shares of Modi Udyog Limited unless they can afford to take the risk involved in their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in the shares of Modi Udyog. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved.

RISK RELATED TO BUSINESS

Change in Technology may render our current Technology obsolete or require us to make substantial investments

The Industry in which we operate is based on our in-house developed technology. To maintain the competitiveness of our Business, we need to keep pace with technological development in this field. If we are unable to adequately respond to the technological development and the technology currently employed by us become obsolete, our business, financial condition and result of operation may be materially and adversely affected. In addition cost of implementing new technology and upgrading our plant to keep pace with the technological development may be significant and may adversely affect our result of operation.

Our inability to manage growth could disrupt our business and reduce our profitability

A principal component of our strategy is to continue to grow by expanding the size and geographical scope of our businesses, as well as the development of our new business streams. This growth strategy will place significant demands on our management, financial and other resources. It will require us to continuously develop and improve our operational, financial and internal controls. Continuous expansion increases the challenges involved in financial management, recruitment, training and retaining high quality human resources, preserving our culture, values and entrepreneurial environment, and developing and improving our internal administrative infrastructure. Any inability on our part to manage such growth could disrupt our business prospects, impact our financial condition and adversely affect our results of operations.

Constraints in the supply chain

Any constraints in the supply chain encompassing the process from vendor to the final customers via manufacturing involving amongst others the vendors and the dealers can have a serious impact on the performance of Modi Udyog.

Availability of Finance

Availability of credit or finance is a major factor which can have a direct impact on the performance of Modi Udyog. Tightening of credit norms by the Financer can have an adverse effect on the sale performance of Modi Udyog.


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If we are unable to retain the services of our Key Managerial Personnel, our business and our operating results could be adversely impacted

We are dependent on our Key Managerial Personnel for setting our strategic direction and managing our businesses. The loss of our key managerial personnel may materially and adversely impact our business, results of operations and financial condition.

Internal Risk Factors

Our growth will depend on our ability to develop our brand and failure to do so will adversely affect our ability to compete in the industry.

We believe that promoting and positioning our brand is necessary for achieving recognition of our services. Brand promotion activities may not yield increased revenues and even if they do, increased revenues may not offset the expenses we incur in brand building. If we fail to promote our brand, our business, financial condition and result of operation could be affected.

If our company fails to attract and retain key employees, our operation could be affected The Company believes that human resource is most important element for success of any organization. The company takes every step to promote feeling of belongingness among its employees and maintains a separate Human Resource department to care of concerns and well being of employees. The staff turnover in the company is considerably less as compared to the industry. In any case, skilled and/or trained manpower is available in the market. It has a strong Culture & Corporate Core Values

We face intense competition in our businesses, which may limit our growth and future prospects.

Our Company faces significant competition in the businesses that we are involved in. In particular, we compete with other finance companies, both in India and abroad; and public and private sector in the markets in which we are present . We compete on the basis of a number of factors, including execution, depth of product and service offerings, innovation, reputation and price. Our competitors may have advantages over us, including, but not limited to:

1. Substantially greater financial resources; 2. Longer operating history than in certain of our businesses; 3. Greater brand recognition among consumers; 4. Larger customer bases in and outside India; or 5. More diversified operations which allow profits from certain operations to support others with lower

profitability.

External Risk Factors

Changes in Government Policy

Change in Government Policy, change in interest rates, revision of duty structure, change in tax law, change in environmental regulation etc. may have an adverse impact on the profitability of textile business. Due to competitive nature of the market, the cost increase due to these changes may be passed on to the customers.


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Slowdown In Economic Growth In India

The performance and growth of the company and the industry are dependent on the health of the Indian economy as well the secondary industries. The economy could be adversely affected by various factors such as political or regulatory action, including adverse changes in liberalization policies, social disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest rates, commodity and energy prices and various other factors

Any slowdown in the Indian economy may adversely impact business and financial performance and the price of Equity Shares.

Legal and Compliance Risk

We are subject to extensive regulation by SEBI, Stock Exchanges and other Market regulator in India. New law/rules and any changes in any law or application of any current law/rule could affect the manner of operation and profitability.

After this listing, the price of the equity Company’s equity shares may be volatile, or an active trading market for the Company’s equity shares may not develop.

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

SECTION IV- INDUSTRY OVERVIEW

Indian Textile Industry has an overwhelming presence in the economic life of the country. Apart from providing one of the basic necessities of life, the textile industry also plays a pivotal role through its contribution to industrial output, employment generation and the export earnings of the country. It contributes about 14% to the industrial production, 4% to the GDP and 11% to the country’s export earnings. The textile sector is the second largest provider of employment after agriculture.

The Indian textiles industry is extremely varied, with the hand-spun and hand woven sector at one end of the spectrum, and the capital intensive, sophisticated mill sector at the other. The decentralized power looms/hosiery and knitting sectors form the largest section of the Textiles.

(Source: Annual Report 2012 – 2013, Ministry of Textiles, GOI)

The Indian Textile Industry counts among the leading textile industries in the world. Apart from providing the basic necessities of life, its role in the country’s economic growth is significant. India’s textile industry contributes about 14 per cent to industrial production; 4 per cent to the country’s gross domestic product (GDP);17 per cent to its export earnings; and is a source of direct employment for over 35 million people, which makes it the second largest provider of employment after agriculture. Abundant raw materials, healthy foreign direct investments (FDI) and a government willing to invest ensures a bright future for India’s textile sector.

(Source: http://www.ibef.org/industry/textiles.aspx)


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Current Industry Structure and Future Industry Structure

The current textile industry structure in India is with maximum players in the Fibres and Yarns and very few players in the Garmenting and retailing sector. But now Indian players have realized the need to be a vertically integrated player and more and more companies are moving up the value chain both organically as well as through consolidations.

The major sub-sectors that comprise the textiles sector include the organized Cotton / Man-Made Fibre Textiles Mill Industry, the Man-made Fibre / Filament Yarn Industry, the Wool and Woollen Textiles Industry, the Sericulture and Silk Textiles Industry, Handlooms, Handicrafts, the Jute and Jute Textiles Industry, and Textiles Exports.

Government Initiatives

India is expected to become a significant player in the global textile economy, both as a consumer and as a producer of textiles. The efforts of the government have resulted in the industry growth rate of 8–9 per cent during the past 2–3 years. The Ministry of Textiles is responsible for policy formulation, planning, development, export promotion and trade regulation in respect of the textile sector. This includes all natural and man-made cellulosic fibres that go into the making of textiles, clothing and handicrafts.

Some of initiatives taken by the government to further promote the industry are as under:

The Government of India plans to set up a Rs 100 crore (US$ 15.79 million) venture capital fund to provide equity support to start-ups in the textile sector, in order to encourage innovative ideas

The Government has allowed 100 per cent FDI in the sector through the automatic route. In the

12thFive Year Plan (2012–17), the government plans to spend US$ 9.1 billion on textiles as against US$ 4 billion in the 11th Plan

In order to make textile processing units more environment-friendly and globally competitive, the

Cabinet Committee on Economic Affairs (CCEA) has approved an Integrated Processing Development Scheme (IPDS) with an investment of Rs 500 crore (US$ 78.94 million)

Under the Technology Upgradation Fund Scheme (TUFS), the cotton textile industry of India will

receive margin money from the Ministry of Finance. The industry is also expected to attract Rs 4,000 crore (US$ 631.65 million) in the form of investments over the next six months


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The Government of India has allotted Rs 700 crore (US$ 110.53 million) in the next Five Year Plan for the development of technical textiles. In 2012–13, the technical textiles industry reached Rs 7.48 trillion (US$ 118.19 billion) at an annual growth rate of 3.5 per cent

In the new textile policy, the Government of Gujarat has announced 5 per cent interest subsidy on bank loans for five years, for those who establish new plants for value addition chain like ginning, processing, weaving, knitting, and machine carpeting

Source: http://www.ibef.org/industry/textiles.aspx

Textile Upgradation Fund Scheme

The Technology Upgradation Fund Scheme (TUFS) was launched on April 1, 1999, for a period of five years,and was suMCX STOCK EXCHANGEquently extended upto March 31, 2007. The Scheme provides for interest reimbursement/capital subsidy/Margin Money subsidy and has been devised to bridge the gap between the cost of interest and the capital component to ease up the working capital requirement and to reduce the transaction cost, etc. The Scheme is an important tool to infuse financial support to the textiles industry and help it capitalize on the vibrant and expanding global and domestic markets, through technology upgradation, cost effectiveness, quality production, efficiency and global competitiveness. (Source: Annual Report 2012 – 2013, Ministry of Textiles, GOI)

The Road Ahead

The future for the Indian textile industry looks promising, buoyed by both strong domestic consumption as well as export demand. With consumerism and disposable income on the rise, the retail sector has experienced a rapid growth in the past decade with the entry of several international players like Marks & Spencer, Guess and Next into the Indian market. The organised apparel segment is expected to grow at a compound annual growth rate (CAGR) of more than 13 per cent over a 10-year period.

(Source: http://www.ibef.org/industry/textiles.aspx)

TEXTILE INDUSTRY

The market has shown signals of significant recovery from the 2008-2009 slowdown, with robust growth in emerging markets outshining persistent developed market weakness. Textile remains largely a discretionary purchase compared to other consumer goods, making it more prone to economic shocks.

Clothing is essential to consumers who are individuals. There is a growing demand for textile with stores providing low cost prolific-output fashion. Fashion, by its very nature, is unpredictable. The products are determined by designers, sub-cultures and creative industries and are subject to sharp and unpredictable changes. Key suppliers in this industry are clothing manufacturers and wholesalers, with retailers able to source from both.

Evolution of Indian Textile Industry


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O E

SECTION V - BUSINESS OVERVIEW

SECTI

Our Company was incorporated as ‘Modi Udyog & Investment Limited, company under the Companies Act, 1956 pursuant to Certificate of Incorporation dated October 04, 1982 issued by the Registrar of Companies, West Bengal .

The name of our Company was changed to ‘Modi Udyog Limited’ pursuant to a Fresh Certificate of Incorporation dated April 29, 1986 issued by the Registrar of Companies, West Bengal .

The company was formed with the main business to act as a trader of Textile Goods.


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OUR SPECTRUM OF PRODUCTS

Our products include all kinds of textiles viz cotton, silk, art silk, rayon, synthetic fibres, staple fibres, polyester, worsted, wool, hemp, yarn, cloth, linen, and other goods and merchandise whether textile felted, netted or looped.

We deal in all types of ready- made garments, coverings, coated fabrics, textiles, hosiery, silk, merchandise of every kind and description and other production goods, articles and things that are made from or with cotton, nylon, silk, polyester, acrylics, wool, jute and other kinds of fiber by whatever name called or made under any process, whether natural or artificial and by mechanical or other means and all other such products of allied nature made thereof.

Market Arrangement

The marketing strategy of the company is the combination of direct marketing, using the distribution network and sales force. Conversation with retailers on an individual basis, educating them and campaigning for the company’s products all the year round is part of the strategy. We support our marketing efforts with the activities at the grass root level through field work by maintaining regular contacts and meetings .We also participate regularly in exhibition and fairs being conducted at various levels.

Competition

We operate in the business which faces intense competition from established as well as unorganized players. Our competition depends on several factors which includes quality, price and most importantly to upgrade with the latest trend to reap optimum sales. We etch to import, export, buy, sell, deal in all types of ready-made garments of every kind and descriptions, and all such products of allied nature made thereof.


SECTION VI - INTRODUCTION

SUMMARY OF BUSINESS

In this section, unless the context requires otherwise, any reference to “we”, “our” and “us” refers to the Company.

OVERVIEW

The Company was originally incorporated on October 04, 1982 under the Companies Act, 1956 as " Modi Udyog & Investment Limited in the state of West Bengal. SuMCX STOCK EXCHANGEquently the Name of the Company was changed from “Modi Udyog & Investment Limited on April 29, 1986 to “Modi Udyog Limited”.

The Corporate Identification Number (CIN) of the Company is L51226WB1982PLC035312

The Authorized Capital of the Company is Rs. 302,500,000/- and Paid-up Capital is Rs. 302,400,000/-

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SUMMARY OF FINANCIAL INFORMATION

The following table provides a summary of financial information derived from the financial statements as of and for the financial year 2014 to 2010. These financial statements have been prepared in accordance with the Indian GAAP and the Companies Act, 1956.

Particulars 31.03.2014 31.03.2013 31.03.2012 31.03.2011 31.03.2010

` ` ` ` `I. EQUITY AND LIABILITIES

(1) Shareholder's Funds(a) Share Capital 302,400,000 2,400,000 2,400,000 2,400,000 2,400,000 (b) Reserves and Surplus (2,868,544) (733,413) (734,242) (709,642) (658,456)

(2) Current Liabilities('a) Other current liabilities 2,339,750 81,114 101,712 83,847 68,126 (b) Short-term provisions 82,111 371 - 3,472 3,472

Total 301,953,317 1,748,072 1,767,470 1,777,677 1,813,142

II.Assets(1) Non-current assets(a) Fixed assets (i) Tangible assets - - - 29,700 29,700 (b) Non-current investments 301,475,000 1,475,000 1,475,000 1,475,000 1,475,000

(2) Current assets('a) Trade receivables - 125,387 125,387 - - (b) Cash and cash equivalents 473,270 142,638 162,036 264,458 297,256 ('c) Short-term loans and advances 5,047 5,047 5,047 8,519 11,186

Total 301,953,317 1,748,072 1,767,470 1,777,677 1,813,142

STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED AS ON (Amount in RS)


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Particulars

2014 2013 2012 2011 2010

REVENUE

Receipts from operations 5,855,000.00 - 66,500.00 58,887.00 25,890.00

Other Receipts/Income - 55,245.00 - 1,113.00 41,000.00

Total Revenue 5,855,000.00 55,245.00 66,500.00 60,000.00 66,890.00

EXPENSES

Cost of Operation 5,493,280.00 - - - -

Other expenses 95,990.00 54,045.00 91,100.00 111,186.00 88,499.00

Total Expenditure 5,589,270.00 54,045.00 91,100.00 111,186.00 88,499.00

Net Profit/(Loss) before tax 265,730.00 1,200.00 (24,600.00) (51,186.00) (21,609.00)

Less : Provision for Taxation

Current Years Income Tax 82,111.00 371.00 - - -

Deferred Tax - - - - -

Fringe Benefit Tax - - - - -

Net Profit after tax but before extraordinary Items

183,619.00 829.00 (24,600.00) (51,186.00) (21,609.00)

Extra-ordinary items - - - - -

Net Profit after extraordinary Items available for appropriation

183,619.00 829.00 (24,600.00) (51,186.00) (21,609.00)

For the period ended

STATEMENT OF PROFITS AND LOSSES, AS RESTATED

(Amount in RS)


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(Amoumt in RS)

Particulars

2014 2013 2012 2011 2010

A. Cash Flows from operating activities

Net Profit before tax 265,730.00 1,200.00 (24,600.00) (51,186.00) (21,609.00)

Adjustments for: - - - - -

Loss on sale of Fixed Asset - - 10,200.00 - -

Operating cash generated before working capital changes and taxes

265,730.00 1,200.00 (14,400.00) (51,186.00) (21,609.00)

(Increase) / Decrease in Receivables 125,387.00 - (125,387.00) 2,667.00 (2,667.00)

(Increase) / Decrease in Short Term Advances - - - - 226,214.00

Increase / (Decrease) in short Term Current Liabilities (60,485.00) (20,598.00) 17,865.00 15,721.00 2,000.00

Operating cash generated before taxes 330,632.00 (19,398.00) (121,922.00) (32,798.00) 203,938.00

Less: Direct Tax paid - - - - -

Net cash generated from operating activities (A) 330,632.00 (19,398.00) (121,922.00) (32,798.00) 203,938.00

B. Cash Flows from investing activities

Sale / (Purchase) of Fixed Assets (Net) - - 19,500.00 - -

Net Cash generated from investing activities (B) - - 19,500.00 - -

C. Cash flow from financing activities

Net cash from financing activities [C] - - - - -

Net increase / (decrease) in cash and cash equivalents (A + B + C)

330,632.00 (19,398.00) (102,422.00) (32,798.00) 203,938.00

Opening balance of cash and cash equivalents 142,638.00 162,036.00 264,458.00 297,256.00 93,318.00

Closing balance of cash and cash equivalents 473,270.00 142,638.00 162,036.00 264,458.00 297,256.00

For the period ended

STATEMENT OF CASH FLOWS, AS RESTATED


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GENERAL INFORMATION

The Corporate Identification Number (CIN) of the Company is L51226WB1982PLC035312.

REGISTERED OFFICE OF THE COMPANY

18B, Brabourne Road, 2nd Floor,

Kolkata - 700001

TELEPHONE 033-40081135

EMAIL-ID

[email protected]

WEBSITE

www.modiudyog.org

ADDRESS OF REGISTRAR OF COMPANIES

The Company is registered with the Registrar of Companies, West Bengal, Kolkata, situated at the following address:

Nizam Palace 2nd MSO Building 2nd Floor, 234/4, A.J.C.B. Road Kolkata - 700020 Tel.: 033-2287 7390 Fax: 033-2290 3795 Email ID: [email protected]


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Board of Directors

The Board of Directors comprises of:

Name and DIN

Category DIN Address

Mr. Mayank Daga

Managing Director

02330866 66/2, Nimtolla Ghat Street

Kolkata,West Bengal India-700006

Mr. Abhinaw Kumar Sharma

Executive Director

05238218

170/5, Mir Para Road Bally, Liluah, Howrah

West Bengal India 711204

Mr. Manish Roy

Non-executive

Director 06885083

Burnpur Qtr no. KS-41/4, P.O. Burnpur

Burdwan - 713325, West Bengal

Mrs. Anjana Shaw Non-executive

Director 06885078 27/30, Ezra Street

Kolkata - 700001, West Bengal.

COMPANY SECRETARY AND COMPLIANCE OFFICER

Mrs. RACHNA PAREEK

SHARE TRANSFER AGENTS Maheshwari Datamatics Pvt. Ltd.

6, Mangoe lane, 2nd Floor

Kolkata-700001

Tel.: 22435029/22482248

Email ID: [email protected]

Website: www.mdpl.in

BANKERS TO THE COMPANY Punjab National Bank

Lyons Range Branch, Kolkata Website: www.pnindia.com

STATUTORYAUDITORS M/s. Prakash Patwari & Company

Chartered Accountants 9/12,LalBazar Street, Mercantile Building, 3rd Floor, Block-A, Kolkata -700001 FRN :-325639E Contact No: 9748002184

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Eligibility Criterion

The Company is submitting its Information Memorandum, containing information about itself, making disclosures in line with the disclosure requirement for Secondary listing, as applicable, to MCX STOCK EXCHANGE for making the said Information Memorandum available to public through their website viz. www.mcxindia.com.

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.

Filing

Copies of this Information Memorandum has been filed with MCX STOCK EXCHANGE in due compliance.

Listing

The Equity Shares of the Company are listed on The Calcutta Stock Exchange Limited. Now the Equity Shares of the Company shall be admitted for Secondary listing on MCX STOCK EXCHANGE Limited (MCX) subject to fulfillment of listing criteria of direct listing of MCX STOCK EXCHANGE and also subject to such other terms and conditions as may be prescribed by MCX STOCK EXCHANGE at the time of the application by the Company seeking listing.

Demat Credit

The Company has entered into t h e Tripartite Agreements with both the depositories i.e. NSDL and CDSLfor admitting its securities in demat form and the ISIN number of the Company is INE115R01012.

General Disclaimer from the Company

The Company accepts no responsibility for statement made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. All information shall be made available by the Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner.

Disclaimer Clause of MCX STOCK EXCHANGE

As required, a copy of this Information Memorandum is being submitted to MCX STOCK EXCHANGE. The MCX STOCK EXCHANGE does not in any manner:

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

• warrant that this Company’s securities will be traded or will continue to be traded on the MCX STOCK EXCHANGE; 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 MCX STOCK EXCHANGE. Every person who desires to acquire any securities of this Company may do so pursuant to independent inquiry, investigation and

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analysis and shall not have any claim against the MCX STOCK EXCHANGE 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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CAPITAL STRUCTURE

Our share capital as of the date of this Information Memorandum is set forth below:

Sr. No.

Particulars Aggregate Nominal Value (Rs.)

A Authorized Share Capital:

30250000 equity shares of Rs. 10 each 302500000

B Issued, Subscribed and Paid up Capital

30240000 equity shares of Rs. 10 each 302400000

Build up History of Paid-up Capital

Date of Allotment/ Fully Paid

Up

No. of Equity Shares allotted

Face Value

(In Rs.)

Issue Price (In Rs.)

Nature of Allotment

Cumulative number of equity shares

Cumulative Paid-up Capital (In Rs.)

Consideration

Upto 1983

70 10 10 Subscribers to Memorandum 70 700 Cash

95930 10 10 Private Placement 96000 960000 Cash

144000 10 10 Public Issue 240000 2400000 Cash

26.04.2013

30000000

10

10

Private Placement 30240000 302400000

Other than Cash (#)

(#) In lieu of exchange of securities of other Company

CONVERTIBLE INSTRUMENTS / WARRANTS

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

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Shareholding pattern as per clause 35 of the Listing Agreement as on 30th June, 2014

Introductory sub-table (I)(a)

Name of the Company: MODI UDYOGLIMITED

Scrip Code, Name of the scrip, class of security: 30240000 , Equity

LIST OF SHAREHOLDERS AS ON 30.06.2014

No. of partly paid-up

Partly paid-up shares:- shares

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

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

Held by promoter/promoter group 0 0 0 Held by public 0 0 0

Total – D 0 0 0

No. of outstanding

Outstanding convertible securities:- securities

As a % of total no. of outstanding convertible securities

As a % of total no. of shares of the company, assuming full conversion of the convertible securities


Total – E 0 0 0

No. of Warrants:- warrants

As a % of total no. of warrants

As a % of total no. of shares of the company, assuming full conversion of warrants


Total – F 0 0 0

Total paid-up capital of the company, assuming full conversion of warrants and convertible securities 302,400,000

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Statement Showing Shareholding Pattern Table (I)(a)

Category code

Category of Shareholder

Numbe r of Shareh olders

Total number of shares

Number of shares held in demater ialized form

Total shareholding as a percentage of total number of shares

Shares Pledged or otherwise encumbered

As a percent age of(A+B) 1

As a percenta ge of (A+B+C )

Numbe r of shares

As a percent age

(I)

(II)

(III) (IV) (V) (VI)

(VII)

(VIII)

(IX)= (VIII)/(I V)*100

(A) Shareholding of Promoter and Promoter Group2

1 Indian (a) Individuals/ Hindu

Undivided Family

1 31030 0 0.10 0.10

0 0.00

(b) Central Government/ State Government(s)

0 0 - 0.00

0.00

0 0.00

(c) Bodies Corporate 1 1000000 0 3.31 3.31 0 0.00 (d) Financial

Institutions 0 0 - 0.00

0.00

0 0.00

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

0.00

0 0.00

Sub Total(A)(1) 2 1031030 0 3.41 3.41 0 0.00 2 Foreign A Individuals (Non-Residents

Individuals/ Foreign Individuals)

0 0

0

0.00

0.00

0

0.00 B Bodies Corporate 0 0 0 0.00 0.00 0 0.00 C Institutions 0 0 0 0.00 0.00 0 0.00 D Any Others(Specify) 0 0 0 0.00 0.00 0 0.00

Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)

2

1031030

0

3.41

3.41

0

0.00

(B) Public shareholding 1 Institutions (a) Mutual Funds/ UTI 0 0 0 0.00 0.00 0 0.00 (b) Financial Institutions /

Banks 0 0 0 0.00

0.00

0 0.00

(c) Central Government/ State Government(s)

0 0 0 0.00

0.00

0 0.00

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(d) Venture Capital Funds 0 0 0 0.00 0.00 0 0.00 (e) Insurance Companies 0 0 0 0.00 0.00 0 0.00 (f) Foreign Institutional

Investors

0 0 0 0.00 0.00

0 0.00

(g) Foreign Venture Capital Investors

0 0 0 0.00

0.00

0 0.00

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

Sub-Total (B)(1) 0 0 0 0.00 0.00 0 0.00 B 2 Non-institutions (a) Bodies Corporate 28 29067030 0 96.12 96.12 0 0.00 (b) Individuals I

Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh

479 141940

0

0.47

0.47

0

0.00

II ii. Individual shareholders holding nominal share capital in excess of Rs.1 lakh.

0

0

0

0

0

0

0.00

(c) Any Other (specify) 0 0 0 0.00 0.00 0 0.00

Sub-Total (B)(2) 507 29208970 0 96.59 96.59 0 0.00

(B)

Total Public Shareholding (B)= (B)(1)+(B)(2)

507

29208970

0

96.59

96.59

0

0.00

TOTAL (A)+(B) 509 30240000 0 100.00 100.00 0 0.00 (C) Shares held by

Custodians and against which Depository Receipts have been issued

1 Promoter and Promoter

0 0 0 0 0.00

0 0.00

2 Public

Sub-Total (C ) 0 0 0 0 0 0 0

A

GRAND TOTA

509 30240000 0 100.00

100.00

0 0.00

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Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category “Promoter and Promoter Group”

Sr. No.

Name of the shareholder

Details of Shares held

Encumbered shares (*) Details of warrants Details of convertible securities

Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital

Number of shares

held

As a % of grand total (A)

+(B) +( C )

No. As a percent

age

As a % of

grand total

(A)+(B )+(C)

of sub- clause (I)(a )

Number of

warr ants held

As a % total

number of warrants

of the same class

Nu mbe r of conv ertib le secu ritie s held

As a %

total numb er of

conve rtible secur ities

of the same class

(I)

(II)

(III)

(IV)

(V)

(VI)=(V )/

(III)*10 0

(VII)

(VIII)

(IX)

(X)

(XI)

(XII)

1 ABHINAW KUMAR SHARMA

31030 0.10 0 0.00

0.00

0 0.00 0 0.00

0.00 2 LUCKY

COMMOSALES PRIVATE LIMITED

1000000 3.31 0 0.00

0.00

0 0.00 0 0.00

0.00

TOTAL 1031030 3.41 0 0.00 0.00 0 0.00 0 0.00 0.00

(*) The term “encumbrance” has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 2011

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(I)( c)(i )

Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category “Public” and holding more than 1% of the total number of shares

Sr. No.

Name of the shareholder Number of shares held

Shares as a percenta ge of total number of shares {i.e., Grand Total (A)+(B)+ (C) indicated in Statemen t at para (I)(a) above

Details of warrants Details of convertible securities


Numb er of warra nts held

As a % total numbe r of warran ts of the same class

Num ber of conv ertib le secur ities held

% w.r.t total num ber of conv ertib le secur ities of the same class

1.

VEDANT COMMODEAL PRIVATE LIMITED

1500000 4.96 0 0.00 0

0.00

0.00

2

NEWEDGE VINIMAY PRIVATE LIMITED

1500000 4.96 0 0.00 0

0.00

0.00

3 FESTINO VINCOM LIMITED 1500000 4.96

0 0 0

0 0.00

4

JACKPOT VINTRADE PRIVATE LIMITED

1500000 4.96 0 0 0

0

0.00

5

UNICON TIE UP PRIVATE LIMITED

1500000 4.96 0 0 0

0

0.00

6

MOONTREE TRADERS PRIVATE LIMITED

1500000 4.96 0 0 0

0

0.00

7

OCIAN ADVISORY PRIVATE LIMITED

1500000 4.96

0

0

0

0

0.00

8

PAROPKAR INVESTMENT CONSULTANTS PRIVATE

LIMITED

1500000 4.96

0

0

0

0

0.00

9

KINETIC COMMOSALES PRIVATE LIMITED

1500000 4.96 0 0 0

0

0.00

10

NEWWAVE COMMODEAL PRIVATE LIMITED

1500000 4.96 0 0 0

0

0.00


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11

MAA VAISHNAVI VANIJYA PRIVATE LIMITED

1500000 4.96 0 0 0

0

0.00

12

YUTHIKA VYAPAR PRIVATE LIMITED

1500000 4.96 0 0 0

0

4.96

13

BANKURA AGRICULTURAL PROJECTS DEVELOPMENT

PVT LTD

1500000 4.96

0

0

0

0

0.00

14

SWIFT REALCON PRIVATE LIMITED.

1500000 4.96 0 0 0

0

0.00

15

LEMONMINT TRADERS PRIVATE LIMITED

1500000 4.96 0 0 0

0

0.00

16

MATARANI DEALER PRIVATE LIMITED

1500000 4.96 0 0 0

0

0.00

17.

ECOSPACE INFOTECH PRIVATE LIMITED

1500000 4.96

18.

PINCERS COMMODITIES PRIVATE LIMITED

1500000 4.96 0 0 0

0

0.00

19.

VIEWMORE DEALERS PRIVATE LIMITED

1000000 3.31 0 0 0

0

0.00

20.

SHRISTIDATA DISTRIBUTORS PRIVATE

LIMITED

1000000 3.31

0

0

0

0

0.00

TOTAL 29000000 95.90 0 0 0

0 0.00


MUL

(I)(c)( ii)

Statement showing holding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Sr. No.

Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them

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}



Number of warrants


Number of convertib le securities held

% w.r.t total number of converti ble securiti es of the same class

Nil TOTAL 0 0 0 0 0 0 0


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(I)(d)

Statement showing details of locked-in shares

Sr. No.

Name of shareholder

the Number of locked- in shares

Locked-in shares as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above}

Promoter/Promote r Group/Public

1 LUCKY COMMOSALES LTD

PVT

1000000 3.31 Promoter

Total 1000000 3.31

(II) (a) Statement showing details of Depository receipts (DRs)

Sr.

No.

Type of outstanding DR

(ADRs, GDRs, SDRs, etc.)

Number of outstanding DRs

Shares underlying outstanding DRs as a

percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (1)(a) above}

NIL

(II) (b) Statement showing Holding of Depository Receipts (DRs), where underlying shares held by 'promoter / promoter group' are in excess of 1% of the total number of shares

Sr.

No.

Name of the DR

holder

Type of

outstanding DR (ADRs, GDRs, SDRs, etc.

Number of shares underlyin g outstandi ng DRS

Sharesunderlyingoutstanding DRs

as a percentage of total number of shares{i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (1) (a) above}

Nil


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Shareholding pattern as per clause 35 of the Listing Agreement as on 30th Sept, 2014

Introductory sub-table (I)(a)

Name of the Company: MODI UDYOGLIMITED

Scrip Code, Name of the scrip, class of security: 30240000 , Equity

LIST OF SHAREHOLDERS AS ON 30.09.2014

No. of partly paid-up

Partly paid-up shares:- shares

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

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


Total – D 0 0 0

No. of outstanding

Outstanding convertible securities:- securities

As a % of total no. of outstanding convertible securities

As a % of total no. of shares of the company, assuming full conversion of the convertible securities


Total – E 0 0 0

No. of Warrants:- warrants

As a % of total no. of warrants

As a % of total no. of shares of the company, assuming full conversion of warrants


Total – F 0 0 0

Total paid-up capital of the company, assuming full conversion of warrants and convertible securities 302,400,000


MUL

Statement Showing Shareholding Pattern Table (I)(a)

Category code

Category of Shareholder

Numbe r of Shareh olders

Total number of shares

Number of shares held in demater ialized form

Total shareholding as a percentage of total number of shares

Shares Pledged or otherwise encumbered

As a percent age of(A+B) 1

As a percenta ge of (A+B+C )

Numbe r of shares

As a percent age

(I)

(II)

(III) (IV) (V) (VI)

(VII)

(VIII)

(IX)= (VIII)/(I V)*100

(A) Shareholding of Promoter and Promoter Group2

1 Indian (a) Individuals/ Hindu

Undivided Family

1 31030 31030 0.10 0.10

0 0.00

(b) Central Government/ State Government(s)

0 0 - 0.00

0.00

0 0.00

(c) Bodies Corporate 1 1000000 - 3.31 3.31 0 0.00 (d) Financial

Institutions 0 0 - 0.00

0.00

0 0.00

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

0.00

0 0.00

Sub Total(A)(1) 2 1031030 31030 3.41 3.41 0 0.00 2 Foreign A Individuals (Non-Residents

Individuals/ Foreign Individuals)

0 0

0

0.00

0.00

0

0.00 B Bodies Corporate 0 0 0 0.00 0.00 0 0.00 C Institutions 0 0 0 0.00 0.00 0 0.00 D Any Others(Specify) 0 0 0 0.00 0.00 0 0.00

Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)

2

1031030

31030

3.41

3.41

0

0.00

(B) Public shareholding 1 Institutions (a) Mutual Funds/ UTI 0 0 0 0.00 0.00 0 0.00 (b) Financial Institutions /

Banks 0 0 0 0.00

0.00

0 0.00

(c) Central Government/ State Government(s)

0 0 0 0.00

0.00

0 0.00


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(d) Venture Capital Funds 0 0 0 0.00 0.00 0 0.00 (e) Insurance Companies 0 0 0 0.00 0.00 0 0.00 (f) Foreign Institutional

Investors

0 0 0 0.00 0.00

0 0.00

(g) Foreign Venture Capital Investors

0 0 0 0.00

0.00

0 0.00

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

Sub-Total (B)(1) 0 0 0 0.00 0.00 0 0.00 B 2 Non-institutions (a) Bodies Corporate 30 26571780 14504750 87.86 87.86 0 0.00 (b) Individuals I

Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh

523

417940

276000

1.38

1.38

0

0.00

II ii. Individual shareholders holding nominal share capital in excess of Rs.1 lakh.

36

2219250

2219250 7.33

7.33

0

0.00

(c) Any Other (specify) 0 0 0 0.00 0.00 0 0.00

Sub-Total (B)(2) 589 29208970 17000000 96.59 96.59 0 0.00

(B)

Total Public Shareholding (B)= (B)(1)+(B)(2)

589

29208970

17000000

96.59

96.59

0

0.00

TOTAL (A)+(B) 591 30240000 17031030 100.00 100.00 0 0.00 (C) Shares held by

Custodians and against which Depository Receipts have been issued

1 Promoter and Promoter

0 0 0 0 0.00

0 0.00

2 Public

Sub-Total (C ) 0 0 0 0 0 0 0

A

GRAND TOTA

591 30240000 17031030 100.00

100.00

0 0.00


MUL

Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category “Promoter and Promoter Group”

Sr. No.

Name of the shareholder

Details of Shares held

Encumbered shares (*) Details of warrants Details of convertible securities


Number of shares

held

As a % of grand total (A)

+(B) +( C )

No. As a percent

age

As a % of

grand total

(A)+(B )+(C)

of sub- clause (I)(a )

Number of

warr ants held

As a % total

number of warrants

of the same class

Nu mbe r of conv ertib le secu ritie s held

As a %

total numb er of

conve rtible secur ities

of the same class

(I)

(II)

(III)

(IV)

(V)

(VI)=(V )/

(III)*10 0

(VII)

(VIII)

(IX)

(X)

(XI)

(XII)

1 ABHINAW KUMAR SHARMA

31030 0.10 0 0.00

0.00

0 0.00 0 0.00

0.10 2 LUCKY

COMMOSALES PRIVATE LIMITED

1000000 3.31 0 0.00

0.00

0 0.00 0 0.00

3.31

TOTAL 1031030 3.41 0 0.00 0.00 0 0.00 0 0.00 3.41

(*) The term “encumbrance” has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 2011


MUL

(I)( c)(i )

Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category “Public” and holding more than 1% of the total number of shares

Sr. No.

Name of the shareholder Number of shares held

Shares as a percenta ge of total number of shares {i.e., Grand Total (A)+(B)+ (C) indicated in Statemen t at para (I)(a) above



Numb er of warra nts held


Num ber of conv ertib le secur ities held

% w.r.t total num ber of conv ertib le secur ities of the same class

1.

VEDANT COMMODEAL PRIVATE LIMITED

1500000 4.96 0 0.00 0

0.00

4.96

2

NEWEDGE VINIMAY PRIVATE LIMITED

1500000 4.96 0 0.00 0

0.00

4.96

3 FESTINO VINCOM LIMITED 1500000 4.96

0 0 0

0 4.96

4

JACKPOT VINTRADE PRIVATE LIMITED

1500000 4.96 0 0 0

0

4.96

5

UNICON TIE UP PRIVATE LIMITED

1500000 4.96 0 0 0

0

4.96

6

MOONTREE TRADERS PRIVATE LIMITED

1500000 4.96 0 0 0

0

4.96

7

OCIAN ADVISORY PRIVATE LIMITED

1500000 4.96

0

0

0

0

4.96

8

PAROPKAR INVESTMENT CONSULTANTS PRIVATE

LIMITED

1500000 4.96

0

0

0

0

4.96

9

KINETIC COMMOSALES PRIVATE LIMITED

1500000 4.96 0 0 0

0

4.96

10

NEWWAVE COMMODEAL PRIVATE LIMITED

1500000 4.96 0 0 0

0

4.96


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11

MAA VAISHNAVI VANIJYA PRIVATE LIMITED

1114500 3.68 0 0 0

0

3.68

12

YUTHIKA VYAPAR PRIVATE LIMITED

1500000 4.96 0 0 0

0

4.96

13

BANKURA AGRICULTURAL PROJECTS DEVELOPMENT

PVT LTD

1500000 4.96

0

0

0

0

4.96

14


400000 1.32 0 0 0

0

1.32

15

LEMONMINT TRADERS PRIVATE LIMITED

400000 1.32 0 0 0

0

1.32

16

MATARANI DEALER PRIVATE LIMITED

1500000 4.96 0 0 0

0

4.96

17.


700000 2.31 0

0

0

0

2.31

18.

SHRISTIDATA DISTRIBUTORS PRIVATE

LIMITED

904250 2.99

0

0

0

0

2.99

19.

BADRIPRASAD CHIRIPAL

1500000

4.96

0

0

0

0

4.96

20.

VIEWMORE DEALERS PVT LTD

830000

2.74

0

0

0

0

2.74

21.


456000 1.50

0

0

0

0

1.50

22.


1100000 3.64 0

0

0

0

3.64

23.

LEMONMINT TRADERS PRIVATE LIMITED.

1100000 3.64 0

0

0

0

3.64

TOTAL 28004750 92.61 0 0 0

0 92.61


MUL

(I)(c)( ii)

Statement showing holding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Sr. No.

Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them

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}



Number of warrants


Number of convertib le securities held

% w.r.t total number of converti ble securiti es of the same class

Nil TOTAL 0 0 0 0 0 0 0


MUL

(I)(d)

Statement showing details of locked-in shares

Sr. No.

Name of shareholder

the Number of locked- in shares

Locked-in shares as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above}

Promoter/Promote r Group/Public

1 LUCKY COMMOSALES LTD

PVT

1000000 3.31 Promoter

Total 1000000 3.31

(II) (a) Statement showing details of Depository receipts (DRs)

Sr.

No.

Type of outstanding DR

(ADRs, GDRs, SDRs, etc.)

Number of outstanding DRs

Shares underlying outstanding DRs as a

percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (1)(a) above}

NIL

(II) (b) Statement showing Holding of Depository Receipts (DRs), where underlying shares held

by 'promoter / promoter group' are in excess of 1% of the total number of shares

Sr.

No.

Name of the DR

holder

Type of

outstanding DR (ADRs, GDRs, SDRs, etc.

Number of shares underlyin g outstandi ng DRS

Sharesunderlying outstanding DRs

as a percentage of total number of shares{i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (1) (a) above}

Nil

Disclosures:

1. No dividend has been paid during the last 10 years. 2. The Company has made a preferential allotment authorized by our shareholders through a

resolution passed in the EGM dated April 24, 2013. 3. The Company has not entered into any agreements (including agreements for technical advice

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

4. No commission, brokerage, discount or other special terms including an option for the issue of any kind of securities has been granted to any person.

5. There are no outstanding warrants which are pending for conversion


MUL

SECTION VII - ABOUT THE COMPANY

OUR HISTORY AND CERTAIN CORPORATE MATTERS

The Company was originally incorporated on October 04, 1982 under the Companies Act, 1956 as “Modi Udyog & Investment Limited” in the state of West Bengal. Subsequently the name of the Company was changed from “Modi Udyog & Investment Limited” on April 29, 1986 to “Modi Udyog Limited”.

The Corporate Identification Number (CIN) of the Company is L51226WB1982PLC035312.

Situation of Registered Office

18B, Brabourne Road, 2nd Floor, Kolkata - 700001

Re-organization, Reconstruction, or Amalgamation

No reorganization, reconstruction or amalgamation has been done by the company.

Main Objects of the Company

1. To carry on the business of general merchants, traders, commission agents, selling agents, distributors, stockiest, representatives, dealers, producers, processors or in any other capacity in India and elsewhere and to export, import, manipulate, barter, exchange, pledge, treat and deal in industrial, commercial, agricultural, scientific, household, domestic, farm and forest products, goods, plants, machineries, equipments, apparatus, gadgets, appliances, accessories, spare parts or other merchandise including jute and jute goods, tea, coffee, tobacco, textile, cotton, yarn, wool and woolen goods, handicrafts, piece of arts, jewellery, ornaments, sugar and vanaspati oils (edible and non-edible) steel, steel products, hardware items, pipes, pipe-fitting & sanitary goods, aluminum and aluminum products, plastic and plastic products, rubber and rubber products, chemicals, medicines, drugs and pharmaceuticals items, engineering goods, minerals, electronics, musical and sports goods, cloth, dresses, garments means of transport of all types, food products, live stocks, books, reading and educative materials, paper, paper board, straw board and its products, packaging, materials, stationery goods, carpets, wood and wood products, furniture, glassware, potteries, ceramics, utensils and all other goods, articles and merchandise of every kind and description.

2. To carry on business of underwriting in or dealing in shares, debentures or other securities as investments

company and to invest in and acquire and hold and otherwise deal in shares, stocks, debentures, bonds, obligations and securities issued or guarantees by any company constituted or carrying on business in India or elsewhere and debentures, stocks, bonds, obligations and securities issued or guaranteed by any Government, State dominion, sovereign, ruler, public body or authority, municipal, local or otherwise, whether in India or elsewhere, and deal in land, buildings, flats, offices and other properties (moveable or Immovable), plant and machineries, equipments, instruments, appliances, means of transport and to sell, let on lease or hire or deal in any other manner for such consideration as the company may think fit.

Major events

Year Event

1982 Certificate of Incorporation and Certificate of Commencement

1983 Listing in The Calcutta Stock Exchange Limited and Initial Public Issue

2013 Preferential Allotment of 30000000 equity shares of Rs 10/-


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Subsidiaries

The Company does not have any subsidiaries and company is not subsidiary of any company as on date Of this Information Memorandum.

Material Contracts

There is no material contracts, agreements (including agreements for technical advice and collaboration), concessions and similar other documents (except those entered into in the ordinary course of business carried on or intended to be carried on by the company), executed or entered into by the Company.

OUR MANAGEMENT

Modi Udyog Limited is a professionally managed company. The overall management is vested in the Board of Directors, comprised of qualified and experienced persons. We currently have four Directors on our Board out of which Two is Non Independent – Executive Director and the other Two are Non executive Independent Directors.

The following table sets forth details of our Board as on the date of this Information Memorandum:

Name, Designation, Address, Nationality, PAN and DIN

Age

Date of Appointment as Director

Address

Mr. Mayank Daga Chairman/Managing Director

Nationality: Indian PAN: AFJPD3170L

DIN: 02330866

31 Years

04/04/2013

66/2, Nimtolla Ghat Street Kolkata

West Bengal India 700006

Mr. Abhinaw Kumar Sharma Non Independent/ Executive

Director Nationality: Indian PAN: CKEPS8258J

DIN: 05238218

29 Years

04/04/2013

170/5, Mir Para Road Bally, Liluah

Howrah West Bengal India 711204

Mr. Manish Roy Independent /Non Executive

Director Nationality: Indian PAN: ATIPR6816Q

DIN: 06885083

25 Years

29/05/2014

Burnpur Qtr no. KS-41/4,

P.O. Burnpur Burdwan - 713325, West Bengal.

Mrs. Anjana Shaw Independent /Non Executive

Director Nationality: Indian

PAN: BKJPS5145Q DIN: 06885078S

27 Years

29/05/2014

27/30, Ezra Street Kolkata - 700001, West Bengal.


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BRIEF PROFILES OF THE DIRECTORS:

PROFILE OF DIRECTORS

Name Mr. Mayank Daga

Din 02330866 Pan No. AFJPD3170L Address 66/2, Nimtolla Ghat Street, Kolkata

West Bengal, India 700006 Brief Description of the Business, Work Profile & Experience

Mr. Mayank Daga is the Managing Director of the Company. He is possesses experience of over 7 years in the Business.

Date of Joining 04/04/2013

Name Mr. Abhinaw Kumar Sharma

Din 05238218 Pan No. CKEPS8258J Address 170/5, Mir Para Road, Bally, Liluah,

Howrah-711204,West Bengal Brief Description of the Business, Work Profile & Experience

Mr. Abhinaw Kumar Sharma has been associated with the Company as Director a s an Executive Director. He is having

an enriched experience of over 7th years in field of Accounts and Business.


Name Mr. Manish Roy Din 06885083 Pan No. ATIPR6816Q Address Burnpur Qtr no. KS-41/4, P.O. Burnpur

Burdwan - 713325, West Bengal. Brief Description of the Business, Work Profile & Experience

Mr. Manish Roy has been appointed as an Independent and Non-Executive Director of the Company on 29th May, 2014 for the betterment of the management of the Company and its workings. He is an experienced person in the field of all company matter.



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Name Mrs. Anjana Shaw

Din 06885078S Pan No. BKJPS5145Q Address 27/30, Ezra Street

Kolkata - 700001, West Bengal. Brief Description of the Business, Work Profile & Experience

Mrs. Anjana Shaw has been associated with the Company as Director since 29th May, 2014. He is a Non- Executive and Independent Director. He is having a n enriched experience of over 5 years in field of Accounts .



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OUR PROMOTER The promoter of our company are: 1. Abhinaw Kumar Sharma 2. Lucky Commosales Pvt Ltd.

Background of Promoter

Name

Mr. Abhinaw Kumar Sharma

Din

05238218

Pan No.

CKEPS8258J

Address

170/5, Mir Para Road, Bally, Liluah, Howrah - 711204, West Bengal

Brief Description of the Business, Work Profile & Experience

Mr. Abhinaw Kumar Sharma has been associated with the Company as Director as an Executive Director. He is having an enriched experience of over 7th years in field of Accounts and Business.

Name

Lucky Commosales Pvt Ltd.

Address

28, Rabindra Sarani, 2nd Floor, Kolkata ‐ 700073

Pan

AABCL9682M

Cin No.

U51909WB2011PTC159908


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Financial Statement

Independent AUDITOR’S REPORT To the Members of MODI UDYOG LIMITED We have audited the accompanying financial statements of MODI UDYOG LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards referred to in sub‐section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;


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b) in the case of the Profit and Loss statement, of the profit for the year ended on that date; and

c) in the case of the cash Flow Statement, of the cash flows of the company for the year ended on that date.

1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub‐section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

c) the Balance Sheet and Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards referred to in suMCX STOCK EXCHANGEction (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on 31st March, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014, from being appointed as a director in terms of clause (g) of sub‐section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

In terms of our report of even date Place: Kolkata For Prakash Patwari & Co.

Chartered Accountants Date: 28.05.2014 FRN 325639E

Sd/-

(Om Prakash Khajanchi) Partner M. No. 065549


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ANNEXURE TO THE AUDITORS’ REPORT Referred to in paragraph 2 of our Report of even dated on the accounts of MODI UDYOG LIMITED for the year ended on 31st March, 2014.

1 (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

The fixed assets have been physically verified by the management as during the period at reasonable interval. No material discrepancies were noticed on such verification.

None of the fixed assets of the company were disposed off during the year.

2 (a) The inventory have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable. (b) The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

The company is maintaining proper records of inventory. The discrepancies noticed on verification between book physical stock and book records were properly dealt with.

3 The Company has not granted nor taken any loan, secured or unsecured to or from

Companies. Firms and other parties listed in the Register maintained under section 301 of the Companies Act, 1956.

4 In our opinion and accordance to the information and explanation given to us, there are

adequate internal control procedures, commensurate with the size of the company and nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not oMCX STOCK EXCHANGErved any continuing failure to correct major weakness in internal controls.

5 On the basis of our examination of the books of accounts, we are of the opinion that the

company has not entered into any transactions exceeding Rs.5,00,000/‐ in respect of any party during the financial year that need to be entered in the register pursuant to Section 301 of the Act.

6 The company has not accepted any deposits from the public and consequently, the

directives issued by the Reserve Bank of India, the provisions of Section 58 A and 58 AA of the Companies, Act, 1956 and the rules framed thereunder are not applicable.

7 In our opinion the Company has an Internal Audit System commensurate with the size of

the Company and nature of its business. 8 According to the information and explanation given to us, the Central Government has not

prescribed the maintenance of cost records under clause (d) of sub‐section (1) of Section 209 of the Companies, Act, 1956 in respect of the services carried out by the Company.


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9 (a)According to the information and explanation given to us, and on the basis of our examination of the books of account, the Company has been regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, sales tax, custom duty, investor education and protection fund, wealth tax and any other material statutory dues applicable to it. (b)There was no undisputed dues payable in respect of Income Tax, Wealth Tax, Custom duty and cess were outstanding as at 31st March, 2014 for a period of more than six months from the date they become payable.

(c)According to the information and explanation given to us, there are no dues in respect of sales tax, income tax, custom duty, wealth tax, excise duty, and cess that have not been deposited with the appropriate authorities on account of any dispute.

10 The Company has incurred a Profit before tax of Rs. 2,65,730/‐ during the period under

audit.

11 In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12 The Company has not granted any Loans and Advances on the basis of security by way of

pledge of shares, debentures and other similar securities as explained to us. 13 The company is not a chit fund or a nidhi/mutual benefit fund/ society. Therefore, the

provisions of clause 4(xiii) of the Companies (Auditors Report) Order 2003 are not applicable to the company.

14 In our opinion, the Company has maintained proper records of the transactions and

contracts of the investments dealt in by the Company and timely entries have been made therein. The investments made by the Company are held in its own name except to the extent of the exemption u/s 49 of the Act.

15 The company has not given any guarantee for loans taken by others from banks or

financial institutions.

16 The company has not obtained any term loans. Accordingly, clause 4(xvi) of the order is not applicable.

17 On the basis of an overall examination of the Balance Sheet and Cash Flows of the

Company and the information and explanation given to us, we report that the Company has not utilized any funds raised on short term basis for long term investments and vice versa.

18 The company has maintained the Register maintained under section 301 of the Companies

Act, 1956.

19 The Company has not issued any debentures. Accordingly, clause (xix) of the Order is not applicable.


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20 The Company has not raised any money by public issues during the year. Accordingly, clause 4 (xx) of the order is not applicable.

21 According to the information and explanation given to us during the course of our audit,

no fraud on or by the company has been noticed or reported during the year.

In terms of our report of even date Place: Kolkata For Prakash Patwari & Co.

Chartered Accountants Date: 28.05.2014 FRN 325639E

Sd/-

(Om Prakash Khajanchi) Partner M. No. 065549

Amount in `

Particulars As at As at31st March 2014 31st March 2013

EQUITY AND LIABILITIESShareholders' Funds Share Capital A 302,400,000 2,400,000Reserves and Surplus B (2,868,544) (733,413)

299,531,456 1,666,587

Current LiabilitiesOther Current Liabilities C 2,339,750 81,114Short-term Provisions D 82,111 371

2,421,861 81,485

301,953,317 1,748,072

ASSETSNon-Current AssetsNon Current Investments E 301,475,000 1,475,000

301,475,000 1,475,000 Current AssetsTrade Receivables F - 125,387Cash and Bank Balances G 473,270 142,638 Short-term Loans and Advances H 5,047 5,047

478,317 273,072

301,953,317 1,748,072

Significant Accounting Policies V - -

The notes referred to above form an integral part of the Balance Sheet

In terms of our report of even date annexed

For Prakash Patwari & Co.Chartered Accountants FRN: 325639E Sd/- Sd/-

Manish Roy Mayank DagaSd/- (Director) (Director)(Om Prakash Khajanchi)Partner Sd/-Membership No. 065549 Abhinaw Kumar SharmaKolkata, 28th May, 2014 (Director)

MODI UDYOG LIMITED

BALANCE SHEET as at 31st MARCH 2014

NoteNo.

For and on behalf of the Board

Amount in `

Particulars

INCOMERevenue from Operations (gross) I 5,855,000 - Less : Excise Duty - - Revenue from Operations (net) 5,855,000 - Other Income J - 55,245

"I" 5,855,000 55,245

EXPENDITUREPurchase of Traded Goods 5,493,280 - Other Expenses K 95,990 54,045

"II" 5,589,270 54,045

PROFIT BEFORE TAX (I-II) 265,730 1,200

TAX EXPENSES :Current Tax 82,111 371 Earlier Years - -

NET TAX EXPENSES 82,111 371

PROFIT / (LOSS) FOR THE YEAR 183,619 829

Earnings Per Equity Share LBasic 0.0066 0.0035 Diluted 0.0066 0.0035

Significant Accounting Policies V

The notes referred to above form an integral part of the Statement of Profit and Loss

In terms of our report of even date annexed


Manish Roy Mayank DagaSd/- Director Director

(Om Prakash Khajanchi)Partner Sd/-Membership No. 065549 Abhinaw Kumar SharmaKolkata, 28th May, 2014 Director


MODI UDYOG LIMITED

STATEMENT OF PROFIT AND LOSS for the year ended 31st MARCH 2014

Year Ended 31st March 2014


NoteNo.

Amount in `

Particulars

A Cash Flow from Operating Activities :Net Profit/(Loss) before tax 265,730 1,200 Adjustments for:

Interest Income - -

Operating Profit before working capital changes 265,730 1,200 Increase / (Decrease) in Other Current Liabilities (60,485) (20,598) (Increase) / Decrease in Trade Receivables 125,387 - (Increase) / Decrease in Short Term Loans & Advances - -

Operating Profit after working capital changes 330,632 (19,398)

Net Cash from/ (used in) Operating Activities ( A ) 330,632 (19,398)

B Cash Flow from Investing Activities :Sale of Fised Assets - - Interest Income - -

Net Cash from/ (used in) Investing Activities ( B ) - -

C Cash Flow from Financing Activities :Net Cash from/ (used in) Financing Activities ( C ) - -

Net Increase/ (Decrease) in Cash & Cash Equivalents (A+B+C) 330,632 (19,398)

Cash & Cash Equivalents as at the beginning of the year 142,638 162,036

Cash & Cash Equivalents as at the end of the year 473,270 142,638


Manish Roy Mayank DagaSd/- Director Director

(Om Prakash Khajanchi)Partner Sd/-Membership No. 065549 Abhinaw Kumar SharmaKolkata, 28th May, 2014 Director



MODI UDYOG LIMITED

CASH FLOW STATEMENT for the year ended 31st MARCH, 2014


(Amount in `)A. SHARE CAPITAL

Particulars As at31st March 2014

As at31st March 2013

Authorised Shares3,02,50,000 (P.Y. 2,50,000) Equity Shares of ` 10/- each 302,500,000 2,500,000

302,500,000 2,500,000

Issued, Subscribed & Fully paid-up shares3,02,40,000 (P.Y. 2,40,000) Equity Shares of ` 10/- each 302,400,000 2,400,000

302,400,000 2,400,000

(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period :

ParticularsNo. of Shares Amount (`) No. of Shares Amount (`)

Shares outstanding at the beginning of the year 240,000 2,400,000 240,000 2,400,000 Add : Addition during the year 30,000,000 300,000,000 - - Less : Buy back during the year - - - - Shares outstanding at the end of the year 30,240,000 302,400,000 240,000 2,400,000

(b) Terms / Rights attached to Equity Shares

(c) Details of Shareholders holding more than 5 % (percent) shares in the Company :

ParticularsNo. of Shares % of Holding No. of Shares % of Holding

Equity Shares of ` 10 each fully paid-upNot Applicable

B. RESERVES & SURPLUS

Particulars As at31st March 2014

As at31st March 2013

(Amount in `) (Amount in `)Surplus / (Deficit) in the Statement of Profit and LossBalance as per last financial statements (733,413) (734,242) Add : Net Profit / (Net Loss) for the year 183,619 829 Less: ROC Filing Fees Payable 2,318,750 Net Surplus / (Deficit) in the Statement of Profit and Loss (2,868,544) (733,413)

The Company has only one class of Equity Shares having a par value of ` 10 per shares. Each holder of equity shares is entitled to one vote per share. Any shareholder whose name is entered in the Registar of Members of the Company shall enjoy the same rights and be subject to the same liabilities as all other shareholders of the same class.

Dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. The Company in general meeting can't declare dividend in excess of the amount recommended by the Board. Dividend as declared in the ensuing Annual General Meeting, shall be distributed within the period provided in section 207 of the Companies Act, 1956.

In the event of Winding up of the Company, Equity Shareholders will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. For the said purpose, the liquidator may set such value as he deems fair upon any property to be divided and may determine how such division shall be carried out between the members.

As at 31st March 2014 As at 31st March 2013

MODI UDYOG LIMITED

NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31st MARCH 2014

As at 31st March 2014 As at 31st March 2013

MODI UDYOG LIMITED

NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31st MARCH 2014C. CURRENT LIABILITIES

ParticularsAs at

31st March 2014As at

31st March 2013

(Amount in `) (Amount in `)C Other Current Liabilities

Dues for Expenses 2,318,750 53,149 Audit Fees Payable 5,500 14,965 Listing Fees Payable 15,500 13,000

2,339,750 81,114

D. SHORT TERM PROVISIONS

Other ProvisionsFor Income Tax 82,111 371

82,111 371

E. NON CURRENT INVESTMENTSAs per Annexxure "A" 301,475,000 1,475,000

301,475,000 1,475,000

F. TRADE RECEIVABLESReceivable from Sundry Parties - 125,387

- 125,387

G. CASH AND BANK BALANCES

Cash and Cash EquivalentsBalances with Banks

In Current Accounts 7,651 14,199 Cash in Hand (As Certified) 465,619 128,439

473,270 142,638

H. SHORT TERM LOANS AND ADVANCES

Advance Tax & Tax Deducted at Source 5,047 5,047 5,047 5,047

I. REVENUE FROM OPERATIONS

Particulars Year ended 31st March, 2014

Year ended 31st March, 2013

(Amount in `) (Amount in `)Sale of Products 5,855,000 - Revenue from Operations (gross) 5,855,000 - Less : Excise Duty - -

5,855,000 -

J. OTHER INCOME

Interest Income onMiscellaneous Income - 55,245

- 55,245

MODI UDYOG LIMITED


K. PURCHASES OF TRADED GOODSPurchase of Sarees 5,493,280 -

5,493,280 -

L. OTHER EXPENSES

Accounting Charges 20,000 12,000 Audit Fees 5,500 5,500 Conveyance 10,100 3,126 Filing Fees - 9,500 General Expenses 23,310 12,017 Carriage Outward 10,020 - Listing fees 2,500 2,500 Packaging Expenses 9,360 - Telephone Expenses 5,000 - Bank Charges 200 902 Service Charges 10,000 8,500

95,990 54,045

(a) Details of Payments to Auditor

As AuditorStatutory Audit Fee - -

In Other Capacity - - -

M. EARNINGS PER SHARE (EPS)

Net Profit After Taxation 183,619 829 27,740,000 240,000

- - 27,740,000 240,000

Nominal Value of Shares (in `) 10 10 Basic Earnings Per Share (in `) 0.0066 0.0035 Diluted Earnings Per Share (in `) 0.0066 0.0035

No. of Equity Shares for Dilutive EPS

Weighted average number of Equity SharesAdd: Dilutive Potential Equity Shares

MODI UDYOG LIMITED


N. RELATED PARTY DISCLOSURES(a) List of Related Parties

(i) Key Management PersonnelDebjit Chakraborty DirectorPartha Pal DirectorRajesh Kumar Agarwal Director

(b) Transactions with Related Parties



(`) (`)Finance & Investment - Loan Taken

Debjit Chakraborty Nil NilPartha Pal Nil NilRajesh Kumar Agarwal Nil Nil

Debit / (Credit) Balance as on 31.03.2013 NilDebjit Chakraborty Nil NilPartha Pal Nil NilRajesh Kumar Agarwal Nil Nil

O. VALUE OF IMPORTS CALCULATED ON C.I.F. BASIS Nil Nil

P. EXENDITURE IN FOREIGN CURRENCY Nil Nil

Q. EARNINGS IN FOREIGN EXCHANGE Nil Nil

R. DUES TO MICRO AND SMALL ENTERPRISES AS DEFINED UNDER THE MSMED ACT 2006

S. SEGMENT REPORTING

T.

U. Certain balances of Trade Receivables, Trade Payables, Unsecured Loans & Advances are subject to confirmation.


Manish Roy Mayank DagaSd/- (Director) (Director)

(Om Prakash Khajanchi)Partner Sd/-Membership No. 065549 Abhinaw Kumar SharmaKolkata, 28th May, 2014 (Director)

Key Managerial Personnel

Related Parties

Based on the representations made to us by the management of the Company, there are no dues to entities defined as Micro and Small Enterprises under Micro, Small and Medium Enterprises Development Act, 2006.

The Company doesn't fall in any of the category of entereprises as mentioned in AS -17 “Segment reporting” notified by Companies (Accounting Standards) Rules, 2006, so the company is not required to apply this Accounting Standard.

In the opinion of the Board of Directors, the Current Assets , Loans & Advances have a avalue on realisation in the ordinary course of business at not less than the amount at which they are stated in the accounts. Adequate provisions have been made for all known losses and liabilities


VA

B

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D

E

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G

H

I

MODI UDYOG LIMITED

NOTES TO AND FORMING PART OF BALANCE SHEET AND STATEMENT OF PROFIT AND LOSS

FOR THE PERIOD FROM 01.04.2013 TO 31.03.2014

CORPORATE INFORMATIONMODI UDYOG LIMITED (the Company) is a Limited company domiciled in India and incorporated under the provisions of the Companies Act,1956 listed in Bombay Stock Exchange and Calcutta Stock Exchange

SIGNIFICANT ACCOUNTING POLICIES & NOTES :

Basis Of Preparation of Financial StatementsThe financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (IndianGAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notifiedunder the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

The financial statements have been prepared on an accrual basis except as otherwise stated.

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria setout in the Schedule VI to the Companies Act, 1956. Based on the nature of products and the time between the acquisition of assets forprocessing and their realisation in cash and cash equivalents, the Company ascertains its operating cycle for the purpose of current/non-current classification of assets and liabilities.

Presentation and disclosure of financial statementsDuring the year ended 31st March 2013, Revised Schedule VI notified under the Companies Act 1956, has become applicable to thecompany, for preparation and presentation of its financial statements. The adoption of revised Schedule VI does not impact recognition andmeasurement principles followed for preparation of financial statements. However, it has significant impact on presentation and disclosuresmade in the financial statements. The Company has also reclassified the previous year figures in accordance with the requirementsapplicable in the current year.The revised schedule VI allows line items, sub-line items and sub-totals to be presented as an addition or substitution on the face of thefinancial statements when such presentation is relevant to an understanding of the company's financial position or performance or to caterto industry/sector-specific disclosure requirements.

Use Of EstimatesThe preparation of financial statements in conformity with generally accepted accounting principles require management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial

statements and the results of operations during the reporting period end. Although these estimates are based upon management’s best

knowledge of current events and actions, actual results could differ from these estimates.

Miscellaneous Expenditure (To The Extent Not Written Off Or Adjusted)The amount of preliminary expenses has been written off over a period of 5 years as per the provison of Sec35 of Income Tax Act'1961.

Cash and cash equivalents Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term investments with an

original maturity of three months or less.

Provision For Current And Deferred Tax Tax expense comprises current and deferred tax. Current income-tax is measured at the amount expected to be paid to the tax authoritiesin accordance with the Income-tax Act, 1961 enacted in India and tax laws prevailing in the respective tax jurisdictions where the companyoperates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting

InvestmentsInvestments, which are readily realizable and intended to be held for not more than one year from the date on which such investments aremade, are classified as Current Investments.All other investments are classified as Long Term Investments.On initial recognition, all investments are measured at cost.The cost comprises purchase price and directly attributable acquisition chargessuch as brokerage, fees and duties.Both current investments and long term investments are carried in the financial statements at cost.On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to thestatement of profit and loss.

Current Assets, Loans & Advances In the opinion of the Board and to the best of its knowledge and belief the value on realisation of current assets in the ordinary course of

business would not be less than the amount at which they are stated in the Balance Sheet and repayable on demand.

InventoriesFinished and Semi-Finished products produced and purchased by the Company are carried at lower of cost and net realisable value afterproviding for obsolescence, if any.Work-in-progress is carried at lower of cost and net realisable value.

Stock of raw materials, stores, spare parts and packing materials are valued at lower of cost less CENVAT Credit/ VAT availed or netrealisable value.Cost of inventories comprises all costs of purchase, cost of conversion and other costs incurred in bringing them to their respective presentlocation and condition.Liability for excise duty in respect of goods manufactured by the Company is accounted upon removal of goods from the factory.

MODI UDYOG LIMITED

NOTES TO AND FORMING PART OF BALANCE SHEET AND STATEMENT OF PROFIT AND LOSS

FOR THE PERIOD FROM 01.04.2013 TO 31.03.2014J

Tangible assets

Intangible assets

J Impairment of Assets

K

L Earning Per Shares

M

N

O

P

For Prakash Patwari & Co.Chartered Accountants FRN: 325639ESd/-(Om Prakash Khajanchi)Partner

Place: Kolkata Membership No. 065549

There are no Micro, Small and Medium Enterpises (MSMEs) as defined in the Micro, Small, Medium Enterprises Development Act, 2006

within the appointed date during the year and no MSMEs to whom the Company owes dues on account of principal amount together with

interest at the balance sheet date and hence no additional disclosures have been made.

Fixed Assets and Depreciation

Tangible assets are stated at their cost of acquisition net of receivable CENVAT and VAT Credits. All costs, direct or indirect, relating to theacquisition and installation of fixed assets and bringing it to its working condition for its intended use are capitalised and include borrowingcosts and adjustments arising from foreign exchange rate variations directly attributable to construction or acquisition of fixed assets.Depreciation on fixed assets is provided on written down value method (WDV) on a pro-rata-basis at the rates and in the manner specifiedin Schedule XIV to the Companies Act, 1956. In respect of assets acquired/sold during the year, depreciation has been provided on pro-ratabasis with reference to the days of addition/put to use or disposal.

Intangible Assets are stated at their cost of acquisition, less accumulated amortization and accumulated impairment losses thereon. Anintangible asset is recognized where it is probable that future economic benefits attributable to the asset will flow to the enterprise andwhere its cost can be reliably measured. The depreciable amount of intangible assets is allocated based on the estimates of the useful lifeof the asset not exceeding five years.

An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. An impairment loss is charged to the Profit & Loss Account in the year in which an asset is identified as impaired. The impairment loss recognised in prior accounting period is reversed ifthere has been a change in the estimate of recoverable amount.

Income and expenditure is recognized and accounted for on accrual basis. Revenue is recognised to the extent that it is probable that the

economic benefits will flow to the Company and the revenue can be reliably measured. Revenue from sale of goods is recognised on

transfer of significant risks and rewards of ownership to the customer and when no significant uncertainty exists regarding realisation of the

consideration. Sales are recorded net of sales returns, sales tax/VAT, cash and trade discounts.

Dated: 28th May, 2014

The Company is a small and medium sized company (SMC) as defined in the general instructions in respect of accounting standards notifedunder the Companies Act, 1956. Accordingly, the Company has complied with the Accounting Standards as applicable to a small andmedium sized Company.

PREVIOUS YEAR FIGURES

Revised Schedule VI notified under the Companies Act 1956, has become applicable to the company, for preparation and presentation of

its financial statements, from the financial year commencing on or after 1st April 2011. In view of the same, the Company has reclassified

the previous year figures in accordance with the requirements applicable in the current year.

Provision, Contingent Liabilities and Contingent Assets

Recognition of Income & Expenditure

The Company reports Basic and Diluted earnings per equity share in accordance with the Accounting Standard - 20 on Earning Per Share. In

determining earning per share, the Company considers the net profit after tax and includes the post tax effect of any

extraordinary/exceptional items. The number of shares used in computing basic earning per share is the weighted avergae number of

equity shares outstanding during the period. The numbers of shares used in computing diluted earning per share comprises the weighted

average number of equity shares that would have been issued on the conversion of all potential equity shares. Dilutive potential equity

shares have been deemed converted as of the beginning of the period, unless issued at a later date.

Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of pastevents and it is probable that there will be an outflow of resources.Contingent Liabilities are not recognised but are disclosed in the notes. Contingent Assets are neither recognised nor disclosed in thefinancial statements.


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SECTION IX - OUTSTANDING LITIGATIONS

Except as stated herein, there are no outstanding or pending litigation, suits, civil prosecution, criminal proceedings or tax liabilities against our Company, our Directors, our Promoters and Group Companies and there are no defaults, non-payment of statutory dues, over dues to banks and financial institutions, defaults against bank and financial institutions and there are no outstanding debentures, bonds, fixed deposits or preference shares issued by our Company; no default in creation of full security as per the terms of the issue, no proceedings initiated for economic or other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (I) of Part I of Schedule XIII of the Companies Act, 1956), and no disciplinary action has been taken by SEBI or any stock exchanges against our Promoters, our Directors or Group Companies.

I. CASES FILED BY OUR COMPANY

Civil Cases

There are no civil proceedings filed by our Company.

Criminal Cases

There are no criminal proceedings filed by our Company.

II. Outstanding litigations of involving the Promoters/ Promoter Companies/ directors of Promoter Companies and Group Companies:

(A) All pending litigations in which the Promoters/ Promoter Companies/ directors of Promoter

Companies are involved

NIL

(B) All pending litigations in which the Group Companies/ directors of Group Companies are involved.

NIL

(C) List of all defaults to the financial institutions or banks by Promoters/ Promoter Companies/

directors of Promoter Companies.

NIL

(D) List of all defaults to the financial institutions or banks by Group Companies/ directors of Group Companies.

NIL

(E) List of all non-payment of statutory dues by Promoters/ Promoter Companies/ directors of

Promoter Companies.

NIL

(F) List of all non-payment of statutory dues by Group Companies/ directors of Group Companies.

NIL


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(G) List of all dues towards instrument holders such as debt instrument holders, fixed deposits and arrears on cumulative preference shares by Promoters/ Promoter Companies/ directors of Promoter Companies.

NIL

(H) List of all dues towards instrument holders such as debt instrument holders, fixed deposits and

arrears on cumulative preference shares by Group Companies/ directors of Group Companies. NIL

(I) List of proceedings initiated for economic offences or civil offences (including the past cases, if

found guilty) by Promoters/ Promoter Companies/ directors of Promoter Companies.

NIL

(J) List of proceedings initiated for economic offences or civil offences (including the past cases, if found guilty) by Group Companies/ directors of Group Companies.

NIL

(K) List of all disciplinary action taken by SEBI or recognised stock exchanges against the Promoters/

Promoter Companies/ directors of Promoter Companies.

NIL

(L) List of all disciplinary action taken by SEBI or recognised stock exchanges against the Group Companies/ directors of Group Companies.

NIL

(M) List of cases of pending litigations, defaults, etc. in respect of group companies with which the

Promoters/ Promoter Companies/ directors of Promoter Companies, were associated in the past but are no longer associated, in case their name(s) continue to be associated with the particular litigation(s).

NIL

(N) List of past and present litigations/ defaults/ over dues or labour problems/ closure etc., faced by

the Group Companies. NIL

(O) All the litigations against the Promoters/ Promoter Companies/ directors of Promoter Companies

involving violation of statutory regulations.

NIL

(P) All the litigations against the Group Companies/ directors of Group Companies involving violation of statutory regulations.

NIL

(Q) All the litigations against the Promoters/ Promoter Companies/ directors of Promoter Companies alleging criminal offence.

NIL


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(R) All the litigations against the Group Companies/ directors of Group Companies alleging criminal offence.

NIL

(S) List of adverse findings, if any, in respect of the persons/entities connected with our Company/

Promoters/ Promoter Companies/ directors of Promoter Companies/ Group Companies/ directors of Group Companies as regards compliance with the securities laws.

NIL

SECTION X - PURPOSE OF LISTING

The entire Equity Share Capital of the Company is currently listed at The Calcutta Stock Exchange Limited (CSE) and the Company is regularly complying with the Listing compliances. However, since no trading platform is available on The Calcutta Stock Exchange Limited, the trading of the securities of the Company is not carried out in these stock exchanges. Since the MCX STOCK EXCHANGE Ltd. is providing a host of services to capital market participants including risk management, clearing, settlement, market data services and education, nation-wide trading terminals and also has a global reach with customers around the world with a nation-wide presence, getting the Company listed at MCX STOCK EXCHANGE will provide the members of the Company, investors and/or traders, the facility to trade in the shares of the company, better liquidity of funds, help in mobilizing savings for economic development as well as protect the investors interest by ensuring full disclosures. Further considering the followings benefits of listing, the Management has got motivated to get the securities of the Company listed on MCX STOCK EXCHANGE*:-

a.) Fund Raising and exit route to investors:

Listing provides an opportunity to the Corporate / entrepreneurs to raise capital to fund new projects/undertake expansions/diversifications and for acquisitions. Listing also provides an exit route to private equity investors as well as liquidity to the ESOP-holding employees.

b.) Ready Marketability of Security:

Listing brings in liquidity and ready marketability of securities on a continuous basis adding prestige and importance to listed companies.

c.) Ability to raise further capital:

An initial listing increases a company's ability to raise further capital through various routes like preferential issue, rights issue, Qualified Institutional Placements and ADRs/GDRs/FCCBs, and in the process attract a wide and varied body of institutional and professional investors.

d.) Supervision and Control of Trading in Securities:

The transactions in listed securities are required to be carried uniformly as per the rules and byelaws of the exchange. All transactions in securities are monitored by the regulatory mechanisms of the stock


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exchange, preventing unfair trade practices. It improves the confidence of small investors and protects them.

e.) Fair Price for the Securities:

The prices are publicly arrived at on the basis of demand and supply; the stock exchange quotations are generally reflective of the real value of the security. Thus listing helps generate an independent valuation of the company by the market.

f.) Timely Disclosure of Corporate Information:

The listing agreement signed with the exchange provides for timely disclosure of information relating to dividend, bonus and right issues, book closure, facilities for transfer, company related information etc by the company. Thus providing more transparency and building investor confidence.

g.) Collateral Value of Securities:

Listed securities are acceptable to lenders as collateral for credit facilities. A listed company can also borrow from financial institutions easily as it is rated favorably by lenders of capital; the company can also raise additional funds from the public through the new issue market with a greater degree of assurance.

h.) Better Corporate Practice:

Since the violation of the listing agreement entails the de-listing/suspension of securities from the rings of the exchange, the listed companies are expected to follow fair practices to the advantage of investors and public.

i.) Benefits to the Public:

The data daily culled out by the stock exchange in the form of price quotations and others; provide valuable information to the public which can be used for project and research studies. The stock exchange prices can be an index of the state of the economy. Financial institutions, NRIs, individual investor’s etc. can take wise decisions before making investments.


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SECTION XI - OTHER INFORMATION MATERIAL DOCUMENTS

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following documents will be available for inspection at the Registered Office from 10.00 am to 4.00 pm on Working Days

1. Certificate of Incorporation of the Company. 2. Memorandum and Articles of Association of the Company as amended from time to time.

3. Copies of Annual Report of the Company for the last five years.


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DECLARATION

All relevant provisions of the Companies Act, 1956 and 2013, and the guidelines issued by the Government of India or the regulations issued by Securities and Exchange Board of India, applicable, as the case may be, have been complied with and no statement made in this Information Memorandum is contrary to the provisions of the Companies Act, 1956 and 2013, the Securities and Exchange Board of India Act, 1992 or the rules made or guidelines or regulations issued there under, as the case may be, and that all approvals and permissions required to carry on the business of the Company have been obtained, are currently valid and have been complied with. We further certify that all the statements in this Information Memorandum are true and correct.

For Modi Udyog Limited

MAYANK DAGA (Managing Director) Din: - 02330866

Date: December 15, 2014 Place: Kolkata