B P CAPITAL LIMITED
INFORMATION MEMORANDUM
2013
INFORMATION
MEMORANDUM
2013
Page 1
2013
INFORMATION MEMORANDUM
INFORMATION MEMORANDUM
B.P.CAPITAL LIMITED
[Originally Incorporated as a Public Limited Company in the name & style of
B. P. Capital Limited with the Registrar of Companies, NCT of Delhi & Haryana
vide Certificate of Incorporation dated 24th February, 1994. Subsequently, The
Company obtained its certificate for commencement of Business from the
Registrar of Companies, NCT of Delhi & Haryana on 22nd March, 1994. The
Corporate Identification Number of the Company is L74899DL1994PLC057572]
Registered Office
: 702, Arunachal Building, 19, Barakhamba
Road, Connaught Place, New Delhi110001.
Phone No.
: +91-11-43571040/41
Website
: www.bpcapital.in
E-Mail
: bpcapitallimited@gmail.com
Company Secretary and
Compliance officer
: Ms. Sakshi Gupta
Registrar & Share Transfer Agent
: M/s. Skyline Financial Services Pvt. Ltd
D-153/A, 1st Floor, Okhla Industrial Area,
Phase-1, New Delhi - 110020
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INFORMATION MEMORANDUM
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INFORMATION MEMORANDUM FOR TRADING OF 30,11,800 OF RS. 10/EACH FULLY PAID-UP
GENERAL RISK
Investment in Equity and Equity related securities involve a degree of risk and
investors should not invest in the equity shares of B.P. Capital Limited unless
they can afford to take the risk of losing their investment. Investors are advised to
read the risk factors carefully before taking the investment decision in the shares
of B.P. Capital Limited. For taking an investment decision, investors must rely on
their own examination of the Company including the risk involved.
ABSOLUTE RESPONSIBILITY OF B.P. CAPITAL LIMITED
B. P. Capital Limited having made all the reasonable inquiries, accepts
responsibility for, and confirms that this Information Memorandum contains all
information with regard to B.P. Capital Limited which is material, that the
information contained in the Information Memorandum is true and correct in all
material aspects and is not misleading in any material aspect, that the opinions
and intentions expressed herein are honestly held and that there are no other
facts, the omission of which makes this Information Memorandum as a whole or
any of such information or the expression of any such opinions or intentions
misleading in any material aspect.
LISTING
The Equity shares of B.P. Capital Limited which are listed on Delhi Stock
Exchange and Calcutta Stock Exchange are proposed to be listed on Bombay
Stock Exchange Limited.
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INFORMATION MEMORANDUM
TABLE ON CONTENTS
S. No
I.
Title
Definitions and Abbreviations
Page No.
5
II.
Risk Factors
7
1. Certain Conventions – Use of Market
Data
2. Forward – Looking Statements
3. Risk Factors
III.
Introduction
13
1. Industry Overview
2. Business Overview
3. Management Discussion and Analysis
4. General Information
5. Capital Structure
6. Share Capital History of the Company
7. Summary of Financial Information
8. Corporate Governance
9. Shareholding Structure
10. Statement Showing the Details of
Dividends and Cash bonuses paid during
the last 10 years.
11. Details of commission, brokerage,
discount or option for the issue of any
kind of security granted too any person
IV.
About B.P. Capital Limited
1. History
2. Management
3. Promoters
4. Key Management Personnel
53
V.
Outstanding Litigations
60
VII.
Details of group/Subsidiary Companies
61
VIII.
Main Provisions
Association
of
the
Articles
of 62
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INFORMATION MEMORANDUM
IX.
Declaration
100
I. DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise indicates, the following terms have the meaning
given below. References to Statutes, rules, regulations, guidelines and policies
will be deemed to include all amendments and modifications notified thereto.
Term
“The Company”
or “Company” or
“BPCL”
Description
B. P. Capital Limited, a Company incorporated under the
provisions of the Companies Act, 1956 having its registered
office at 702, Arunachal Building, 19 Barakhamba Road,
Connaught Place, New Delhi –110001.
Conventional / General Terms / Abbreviations
Term
Act or Companies
Act
Article or AOA.
AGM
Auditors
Board of Directors
/ Board
BSE
CDSL
CSE
Depository
Depository
Participant / DP
DIN
DSE
EGM / EoGM
EPS
Equity Shares
Description
The Companies Act, 1956 and the amendments made
thereto from time to time
Articles of Association of BPCL
Annual General Meeting
The Statutory Auditors of BPCL being.
The Board of Directors of BPCL
BSE Limited
Central Depository Services (India) Limited
Calcutta Stock Exchange Limited
A Depository registered with SEBI under the Securities and
Exchange Board of India (Depositories and Participants)
Regulations, 1996, as amended
A Depository Participant as defined under the Depositories
Act
Director Identification Number
Delhi Stock Exchange Limited
Extraordinary General Meeting of the Shareholders of the
Company
Earnings Per Share i.e. profit after tax per share
Equity Shares of the Company of face value of Rs. 10/each, unless otherwise specified in the context thereof
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FDI
FEMA
Foreign Direct Investment
Foreign Exchange Management Act, 1999, together with
rules and regulations there under
Financial Year / 12 months period ending on March 31 of a particular year
Fiscal Year / FY
HUF
Hindu Undivided Family
IM
Information Memorandum
IT
Information Technology
I.T. Act
The Income Tax Act, 1961
MD
Managing Director
MOA.
Memorandum of Association of BPCL
N.A. / N/A
Not Applicable
NAV
Net Asset Value
NCR
National Capital Region
NCT
National Capital Territory
NSDL
National Securities Depository Limited
p.a.
Per annum
PAN
Permanent Account Number allotted under the Income
Tax Act, 1961 of India
RBI
Reserve Bank of India
RoC
Registrar of Companies, NCT of Delhi & Haryana
Rs. / Rupees / `
Indian Rupees
SCRA
Securities Contracts (Regulation) Act, 1956
SCRR
Securities Contracts (Regulation) Rules, 1957
SEBI
Securities and Exchange Board of India constituted under
the Securities and Exchange Board of India Act, 1992
SEBI Act
Securities and Exchange Board of India Act, 1992
SEBI
Insider Securities and Exchange Board of India (Prohibition of
Trading
Insider Trading) Regulations, 1992
Regulations
SEBI
(SAST) Securities and Exchange Board of India (Substantial
Regulations / SEBI Acquisition of Shares and Takeover) Regulations, 2011
Takeover Code
USD / $
U.S. Dollar
WTD
Whole-time Director(s)
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INFORMATION MEMORANDUM
II. RISK FACTORS
1. USE OF FINANCIAL, INDUSTRY
CURRENCY OF PRESENTATION
AND
MARKET
DATA
AND
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 twelvemonth period ended March 31 of that year. In this Information Memorandum,
any discrepancies in any table between the total and the sums of the amounts
listed are due to rounding off.
Industry and Market Data
Unless stated otherwise, industry data and the market data used throughout this
Information Memorandum have been obtained from industry publications,
websites and other authenticated published data. Industry publications generally
state that the information contained in those publications has been obtained from
sources believed to be reliable but that their accuracy and completeness are not
guaranteed and their reliability cannot be assured. Although, the Company
believes that industry data used in this Information Memorandum is reliable, it
has not been independently verified. Similarly, internal company reports, while
believed by us to be reliable, have not been verified by any independent sources.
The extent to which the market and industry data used in this Information
Memorandum is meaningful depends on the readers familiarity with the
understanding of the methodologies used in compiling such data. There are no
standard valuation methodologies or accounting policies in the said industry in
India and methodologies and assumptions may vary widely among different
industry sources.
Currency Information
All references to “Rupees” or “Rs.” or “INR” or “`” are to Indian Rupees, the
official currency of the Republic of India. All references to “$”, “US$”, “USD”,
“U.S.$”, “U.S. Dollar(s)” or “US Dollar(s)” are to United States Dollars, the
official currency of the United States of America.
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2. FORWARD LOOKING STATEMENTS
This Information Memorandum contains certain words or phrases, including,
“will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”,
“anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”,
“would”, “objective”, “goal”, “project”, “should”, “will pursue” and similar
expressions or variations of such expressions, that are forward-looking
statements. All forward-looking statements are subject to risks, uncertainties and
assumptions that could cause actual results to differ materially from those
contemplated by the relevant forward-looking statement.
Important factors that could cause actual results to differ materially from the
Company’s expectations include, among others:
•
•
•
•
•
•
•
•
•
•
•
•
•
Changes in law and regulations that apply to the industries in India, wherein
the Company is operating;
Increasing competition and the conditions of the customers of the Company;
Changes in Government Policies;
The Company’s ability to successfully implement its strategy, growth and
expansion plans;
General economic and business conditions in the markets in which the
Company operates and in the local, regional and national economies;
Changes in the value of the Rupee vis-à-vis other currencies;
Changes in political and socio-economic conditions in India;
The Company’s ability to meet its capital expenditure requirements;
Fluctuations in operating costs;
Company’s ability to attract and retain qualified personnel;
Changes in technology;
The performance of the financial markets in India and globally; and
Any adverse outcome in the legal proceedings in which the Company might
get involved in future.
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3. RISK FACTORS
A. INTERNAL RISK FACTORS
1. 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.
Management Perception
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.
2. Our business is vulnerable to interest rate risk. Changes in interest rate
may affect our income from operation and adversely affect our financial
performance and profitability.
Management Perception
In our NBFC business, we are exposed to the risk of higher interest rates. If
the yield on our Company’s interest –earning assets does not increase at
the same time or to the same extent as our cost of funds, or our cost of
funds does not decline at the same time or to the same extent as the yield
on its interest earning assets, our net interest income and net interest
margin would be adversely impacted. This could have a material adverse
effect on the financial performance.
3. Our Company may experience delays in enforcing the collateral when
borrowers default on their obligations, which will result in failure to
recover the expected value of collateral and affect our financial
performance.
Management Perception
Our Company may not be able to realize the full value of the collateral as a
result of delays in bankruptcy and foreclosure proceedings, inability to
foreclose, defects in the title of collateral, fraudulent transfers by
borrowers and other factors which includes legislative changes and
judicial pronouncements. The inability to recover the expected value of
collateral could expose our Company to losses, which will have impact on
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business and financial performance.
4. If our company fails attract and retain key employees, our operation
could be affected.
Management Perception
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.
5. The changes in the regulations that govern our Company could cause
the business to suffer.
Management Perception
NBFCs in India are regulated by the RBI. Any changes in the regulatory
framework will affect the profitability of our business and our future
financial performance.
.
6. We may require additional funds to satisfy our capital needs, which we
may not able to procure.
Management Perception
We may need to raise additional capital from time to time, which we may
not able to procure. The Company may not be able to raise adequate funds
on attractive terms and conditions, which could have an adverse effect on
our results of operations.
B. EXTERNAL RISK
1. A slowdown in economic growth in India could cause business to
suffer.
Management Perception
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
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such as political or regulatory action, including adverse changes in
liberalization policies, social disturbances, terrorist attacks and other acts
of violence or war, natural calamities, interest rates, commodity and
energy prices and various other factors.
Any slowdown in the Indian economy may adversely impact business and
financial performance and the price of Equity Shares.
2. Political instability or changes in the government could delay the
liberalization of the Indian economy and adversely affect economic
conditions in India generally, which could impact financial results and
prospects.
Since 1991, successive Indian governments have pursued policies of
economic liberalization, including significantly relaxing restrictions on the
private sector. Nevertheless, the role of the Indian central and state
governments in the Indian economy as producers, consumers and
regulators has remained significant. The leadership of India has changed
many times since 1996. The current central government is headed by the
Indian National Congress and is a coalition of several political parties.
Although the current government has announced policies and taken
initiatives that support the economic liberalization policies that have been
pursued by previous governments, the rate of economic liberalization
could change, and specific laws and policies affecting industry, foreign
investment and other matters affecting investment in securities could
change as well.
3. Any downgrading of India’s debt rating by an independent agency may
harm ability to raise debt financing.
Any adverse revisions to India’s credit ratings for domestic and
international debt by international rating agencies may adversely affect
ability to raise additional financing and the interest rates and other
commercial terms at which such additional financing is available. This
could have a material adverse effect on capital expenditure plans, business
and financial performance.
4. Terrorist attacks, civil unrest and other acts of violence or war involving
India and other countries could adversely affect the financial markets
and our business.
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Terrorist attacks and other acts of violence or war may negatively affect
the Indian financial markets and also adversely affect the worldwide
financial markets. In addition, any deterioration in relations between India
and its neighbouring countries might result in investor concern about
stability in the region, which could adversely affect the business. India has
witnessed civil disturbances in the past and it is possible that future civil
unrest as well as other adverse social, economic and political events in
India could have a negative impact. Such incidents could also create
perception in the minds of investors that, investment in Indian Companies
involve a higher degree of risk.
5. Natural calamities could have a negative impact on the Indian economy
and cause our business to suffer.
India has experienced natural calamities such as earthquake, tsunami,
floods and drought in the past. The extent and severity of these natural
disasters determines their impact on the Indian economy, which have a
adverse impact on our business.
6. Factors affecting Indian economy in general
Like any other entity, our financial results are also affected by the macro
economic factors determining the growth of the Indian economy in
general and continued growth of the securities market. The Growth of our
business and ability to maintain the growth is influenced by the growth
rate of the securities market indicators. Any slowdown in Indian economy
or slowdown in securities market or any changes in government
regulation could have an impact on our financial performance.
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III.
2013
INTRODUCTION
1. Industry Overview:
The Indian economy has been witnessing high rates of growth in the last
few years. Financing Requirements have also risen commensurately and
will continue to increase in order to support and sustain the tremendous
economic growth.
Indian Financial Services Industry is an innovative, competitive and
thriving financial services industry in any country plays a vital role in its
smooth functioning and development. India's financial services sector has
posited a stable growth curve over the years driven by sound
fundamentals, rising personal incomes corporate restructuring, financial
sector liberalization and the growth of a consumer-oriented, creditoriented culture. This has led to the increasing demand for financial
products, including consumer loans (especially for cars and homes), as
well as for insurance and pension products. The soaring demand for
financial services offers promising investment prospects.
In the multi-tier financial system of India, Non-banking financial
companies (NBFCs) continue to grow profitably by meeting the credit
needs primarily of self-employed borrowers while maintaining reasonable
asset quality and prudent level of leveraging.
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NBFCs have been playing a complementary role to the other financial
institutions including banks in meeting the funding needs of the economy.
They help fill the gaps in the availability of Financial services that
otherwise occur in bank-dominated financial systems. The gaps are in
regards the product as well customer and geographical segments.
NBFCs over the years have played a very vital role in the economy. They
have been at the forefront of catering to the financial needs and creating
livelihood sources of the so-called unbankable masses in the rural and
semi-urban areas. Through strong linkage at the grassroots level, they
have created a medium of reach and communication and are very
effectively serving this segment. Thus, NBFCs have all the key
characteristics to enable the government and regulator to achieve the
mission of financial inclusion in the given time.
NBFCs Industry Structure:
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2. Business Overview:
B. P. Capital Limited (registered with the Reserve Bank of India (RBI) as a NonBanking Financial Company), is engaged mainly, in the business of investing in
shares, both quoted and unquoted. The Company offers specialized solutions for
meeting specific liquidity requirements with technical insights into capital
markets.
Opportunities and Threats:
Capital markets at present are going through turbulent times due to slow-down
in domestic economy, slow-down in reforms, uncertain global economic
environment, economic crisis faced by a few countries in Europe, fluctuations in
currency rates, etc. Although the inflation has remained steady during the year
but it is still under pressure due to hike in petrol prices, burden of diesel
subsidies, high fiscal deficit, etc. However, we feel that the opportunities will
soon arise in the markets upon the corrective policies by the government and
better fiscal management which will strengthen the economy.
The NBFC industry holds immense potential and the Government of India's
increased focus towards Financial Inclusion has created various opportunities for
existing NBFCs to leverage on their established customer base in rural areas. The
recent steps by the Government of India to create Infrastructure for NBFC and to
provide banking license for NBFCs is a positive signal. The above opportunities
have made the Industry highly competitive with the emergence of new category
of systematically important NBFCs. Along with existing local and Multinational
players leading to tough competition within the industry.
Challenges & Future OutlookWhile NBFCs have witnessed substantial growth over the years, there are few
areas of concern which need to be addressed. For instance, while NBFCs have
enjoyed an edge over banks in semi-urban & rural markets where banking
network is not yet strong, they have limited spread in urban markets.
Nonetheless, in recent years, NBFCs have begun to create niches for themselves
that are often neglected by banks. These primarily include providing finance to
non-salaried individuals, traders, transporters, stock brokers, etc.
The growth of the Company depends directly upon the performance of the
Securities Market, the Regulatory framework and other micro and macro
economic factors in the economy viz-a-viz movements in the interest rates,
fluctuation in the currency rates, etc. that have a direct bearing on the
investment decisions of the Company.
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Barring unforeseen circumstances, the Company has huge growth prospects
and is currently chalking out the roadmap to penetrate into new RBI approved
segments for NBFCs.
3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (AS PER THE LAST
AUDITED ANNUAL REPORT)
A. INDUSTRY STRUCTURE AND DEVELOPMENTS:
B. P. Capital Limited is a NBFC and is engaged mainly in the business of
investing in shares, both quoted and unquoted. The industry structure relevant to
the Company’s operations is mainly concerned with the capital market.
The NBFCs sector is undergoing a significant transformation at present and has
come to be recognised as an important element of the financial system. The recent
issue in financial sector has highlighted the necessity, importance and significant
role, the NBFCs play in development of nation’s infrastructure.
In the financial system of India, importance of NBFCs has been much discussed.
RBI has been setting right its regulatory and supervising policies from time to
time to keep pace with the changes in the environment.
NBFCs have been actively fuelling the growth of the economy – especially the
infrastructure part of the economy and have been supplementing the Banking
system effectively and thus enhancing competition and diversification in the
financial sector
The NBFCs have attracted substantial investments during the recent years both
from the retail and from the wholesale side. The growth also has been significant
during this year. The NBFCs have been catalysts in accelerating the growth in the
semi urban and rural areas. The projections made by RBI and other Financial
forecasts gives substantial growth opportunities for the industry in the coming
years.
B. ECONOMY OVERVIEW:
Indian economy is adversely affected by persistent inflation over the last few
years. The rising incomes dropped the purchasing power of the population,
driving consumption demand in sectors, where supply lagged particularly, in
food grain and non food-grain commodities, Sharp increase in international
prices of fuels also contributed to inflationary pressure. The Government has
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been going very slow on various reforms, expected by large investors and
market. Market participants were particularly concerned about subsidies—
fertilizer, food and fuel; falling rupee against dollar; unreported corruptions;
widening current account and fiscal deficits. Net Buys by the Foreign
Institutional investors have been declining during the year as compared to these
of the earlier years. Economic situations in Euro Zone countries and other priced
the Capital Market towards losses.
The NBFCs sector has undergone a significant transformation in the past few
years and has come to be recognized as a systemically important element of the
financial system. The recent global financial crisis has also highlighted the
regulatory imperatives concerning the non-banking financial sector and the risks
arising from regulatory gaps, arbitrage and systemic inter-connectedness.
In the multi-tier financial system of India, importance of NBFCs in the Indian
financial system is much discussed by various committees appointed by RBI in
the past and RBI has been modifying its regulatory and supervising policies from
time to time to keep pace with the changes in the system. NBFCs have turned out
to be engines of growth and are integral part of the Indian financial system,
enhancing competition and diversification in the financial sector, spreading risks
specifically at times of financial distress and have been increasingly recognized as
complementary of banking system at competitive prices. Since the 90s crisis the
market has seen explosive growth, as per a Fitch Report 1 the compounded
annual growth rate of NBFCs was 40% in comparison to the CAGR of banks
being 22% only.
C. OPPORTUNITIES AND THREATS:
Capital markets at present are going through turbulent times due to slow-down
in domestic economy, slow-down in reforms, uncertain global economic
environment, economic crisis faced by a few countries in Europe, fluctuations in
currency rates, etc. Although the inflation has remained steady during the year
but it is still under pressure due to hike in petrol prices, burden of diesel
subsidies, high fiscal deficit, etc. However, we feel that the opportunities will
soon arise in the markets upon the corrective policies by the government and
better fiscal management which will strengthen the economy.
The NBFC industry holds immense potential and the Government of India's
increased focus towards Financial Inclusion has created various opportunities for
existing NBFCs to leverage on their established customer base in rural areas. The
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recent steps by the Government of India to create Infrastructure for NBFC and to
provide banking license for NBFCs is a positive signal. The above opportunities
have made the Industry highly competitive with the emergence of new category
of systematically important NBFCs. Along with existing local and Multinational
players leading to tough competition within the industry.
D. OUTLOOK:
Outlook for the Company is linked to Capital Market. The Board of Directors of
the Company believes that Company’s Investments in the equity shares of
various companies would reasonably perform in the ensuing years.
The role of NBFCs has become increasingly important from both the
macroeconomic perspective and the structure of the Indian financial system.
Over a period of time, one has to accept, that it is only those which are big
enough and serious about being in the finance business will and must grow. To
survive and constantly grow. NBFCs have to focus on their core strengths while
improving on weaknesses. They have to constantly search for new products and
services in order to remain competitive. The coming years will be testing ground
for the NBFCs and only those who will face the challenge and prove themselves
will survive in the long run.
For several years, NBFCs have rapidly emerged as an important segment of the
Indian Financial System. The sector is now being recognized as complementary
to the banking sector due to the implementation of innovative marketing
strategies, introduction of tailor made products, customer-oriented services,
attractive rates of return on deposits and simplified procedures.
E. RISK & CONCERNS:
As an NBFC, the Company is subjected to both external risk and internal risk.
External risk due to interest rate fluctuation, slowdown in economic growth rate,
political instability, market volatility, decline in foreign exchange reserves, etc.
Internal risk is associated with your Company's business which includes
deployment of funds in specific projects, diversification into other business
operations, retention of talented personnel, managing effective growth rate,
volatility in interest rate, NPAs in portfolio, changes in compliance norms and
regulations, contingent liabilities and other legal proceedings. Your Company
recognizes the importance of risk management and has invested in people,
process and technologies to effectively mitigate the above risks.
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Company’s performance is closely linked to the Indian Capital Market as the
company has investments in both quoted as well as unquoted shares. These
investments represent a substantial portion of the company’s business and are
vulnerable to fluctuations in the stock market. Any decline in the price of quoted
investments may affect its financial position and results of operations. The value
of the company’s investments may be affected by factors affecting capital markets
such as price and volume volatility, interest rates, currency exchange rates,
foreign investment, government policy changes, political and economic
developments, crude oil prices and economic performance abroad, etc.
The Company’s success largely depends upon the quality and competence of its
management team and key personnel. Attracting and retaining talented
professionals is therefore a key element of the company’s strategy. The
resignation or loss of key management personnel may have an adverse impact on
the Company’s business, its future financial performance and the result of its
operations.
As a non-deposit taking NBFC, the Company is subjected to regulations by
Indian governmental Authorities, including the Reserve Bank of India. Their
Laws and regulations impose numerous requirements on the Company including
prescribed levels of capital adequacy, solvency requirements and liquid assets.
There may be future changes in the regulatory system or in the enforcement of
the Laws and regulations that may adversely affect the Company’s performance.
Moreover, any slowdown in the economic growth in India could cause the
business of the Company to suffer. Recently, the growth of industrial production
has been variable. Any slowdown in Indian economy could adversely affect the
Company’s business.
F. ADEQUACY OF INTERNAL CONTROL:
The Company has an adequate internal controls system commensurate with its
size and the nature of its business. All the transactions entered into by the
Company are duly authorized and recorded correctly. All operating parameters
are monitored and controlled. The top management and the Audit Committee of
the Board of Directors review the adequacy and effectiveness of internal control
systems from time to time.
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G. HUMAN RESOURCE DEVELOPMENT
The Company believes that its people are a key differentiator, especially in
knowledge driven, competitive and global business environment. Adapting work
culture to suit the dynamic balancing of people requirements and employee
needs is an ongoing process. Our people are the company’s greatest assets. Your
company focuses on increasing the overall productivity per employee in the
challenging market conditions. Men are the only active agent and acts as a
catalyst in effective utilization of all other M’s (Material, Machine and Money).
The Board of Directors of your company would like to place on record their
sincere appreciation for the efforts and contribution made by all the employees of
the Company in the challenging environment. Your Directors take this
opportunity to thank all employees for rendering impeccable services to every
constituent of Company, customers and shareholders. The Company has a welldefined appraisal system to assess and reward the employees appropriately and
also to gauge the potentials of the individuals.
H. INTEREST AND BORROWINGS
The company continues to be debt free and hence incurs no interest cost.
I. SEGMENT-WISE PERFORMANCE
The Company is into single reportable segment only
J. CAUTIONARY STATEMENT
Investors are cautioned that this discussion contains statements that involve risks
and uncertainties. Words like anticipate, believe, estimate intend, will, expect and
other similar expressions are intended to identify “Forward Looking
Statements”. The company assumes no responsibility to amend, modify or revise
any forward looking statements, on the basis of any subsequent developments,
information or events. Actual results could differ materially from those expressed
or implied. Important factors that could make the difference to the Company’s
operations include cyclical demand and pricing in the Company’s principal
markets, changes in Government Regulations, tax regimes, economic
developments within India and other incidental factors.
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INFORMATION MEMORANDUM
K. APPRECIATION
Your Directors would like to express their sincere appreciation of the cooperation and assistance received from the shareholders, bankers and other
government agencies during the year under review.
L. DISCUSSIONS ON FINANCIAL PERFORMANCE:
Highlights
Total Income
Total Expenditure
Profit Before Tax
Provision For Tax
Deferred
Tax
Liabilities
(Assets)
Short Provision of tax of
earlier years
Profit After Tax
Transfer To Reserve Fund
Balance Profit/(Loss) of
current year
Profit/(Loss) b/f of previous
year
Balance of Profit/(Loss)
carried to Balance Sheet
Paid-up Share Capital
Reserves and Surplus
Reserve Fund(as per section
45-IC of the RBI Act)
2011-12
451
437
14
9
(4)
(Amount in Rs. 000’s)
2010-11
458
445
13
8
(4)
-
-
9
1.9
7.7
9
1.7
7
(1650)
(1657)
(1642)
(1650)
30118
153
30118
151
4. GENERAL INFORMATION
The Company was incorporated with name “B. P. Capital Limited” and the
Certificate of Incorporation was granted by the Registrar of Companies, NCT of
Delhi & Haryana on 24th February, 1994 vide registration No. 55-57572. The
Company obtained its certificate for commencement of Business from the Registrar
of Companies, NCT of Delhi & Haryana on 22nd March, 1994. The Corporate
Identification Number of the Company is L74899DL1994PLC057572.
Page 21
INFORMATION MEMORANDUM
2013
a) Eligibility Criterion
The Company is submitting its Information Memorandum, containing
information about itself, making disclosures in line with the disclosure
requirement for public issues, as applicable, to BSE for making the said
Information Memorandum available to public through their website viz.
www.bseindia.com
b) Prohibition by SEBI
The Company, its directors, its promoters, other companies promoted by the
promoters and companies with which the company’s directors are associated as
directors have not been prohibited from accessing the capital markets under any
order or direction passed by SEBI.
c) Caution
The Company accepts no responsibility for statements made otherwise than in
the Information Memorandum or any other material issued by or at the instance
of the Company and anyone placing reliance on any other source of information
would be doing so at his or her own risk. All information shall be made available
by the company to the public and investors at large and no selective or additional
information would be available for a section of the investors in any manner.
d) Disclaimer Clause of BSE
As required, a copy of this Information Memorandum is being submitted to BSE.
The BSE does not in any manner:
•
•
•
Warrant, certify or endorse the correctness or completeness of any of the
contents of this Information Memorandum; or
Warrant that this Company’s securities will be traded or will continue to be
traded on the BSE; or
Take any responsibility for the financial or other soundness of this Company,
its promoters, its management or any scheme or project of this Company;
And it should not for any reason be deemed or construed to mean that this
Information Memorandum has been cleared or approved by the BSE. Every
person who desires to acquire any securities of this company may do so pursuant
to independent inquiry, investigation and analysis and shall not have any claim
Page 22
INFORMATION MEMORANDUM
2013
against the BSE whatsoever by reason of any loss which may be suffered by such
person consequent to or in connection with such subscription / acquisition
whether by reason of anything stated or omitted to be stated herein or for any
other reason whatsoever.
e) Filing
Copies of Information Memorandum have been filed with BSE in due
compliance.
f) Listing
Application has been made to BSE for permission to deal in and for an official
quotation of the Equity Shares of the Company. The Company has already taken
steps for the completion of necessary formalities for commencement of trading at
the Stock Exchanges mentioned above.
g) DEMAT Credit
The Company has executed Agreements with NSDL and CDSL for its securities
in DEMAT form as per the following details:
(i)
Dematerialization of Shares
Tripartite agreements have been signed between the Company, the Registrar and
CDSL and NSDL. The ISIN No. allotted to the Company is INE 947C 01010.
(ii)
Registrar & Share Transfer Agent
Skyline Financial Services Pvt. Ltd
D-153/A, 1st Floor
Okhla Industrial Area, Phase - I,
New Delhi-110020
h) Auditors
M/s RMA & Associates, Chartered Accountants, New Delhi
i) Bankers to the Company
Vijaya Bank, Kamla Nagar, Delhi
Page 23
INFORMATION MEMORANDUM
2013
j) Compliance Officer
Ms. Sakshi Gupta, Company Secretary
(Investors can contact the Compliance Officer in case of any share transfer related
problem)
Page 24
2013
INFORMATION MEMORANDUM
5. CAPITAL STRUCTURE
Particulars
Amount (in Rs)
(A) Authorized Share Capital
1,50,00,000 Equity Shares of ` 10/- Each
15,00,00,000.00
(B) Issued, Subscribed and Paid-up Equity Capital
30,11,800 Equity Shares of ` 10/- Each
3,01,18,000.00
6. SHARE CAPITAL HISTORY OF THE COMPANY
Date
Issue
of Type
Issue
of Issue
Price
No.
of Cumulati
Shares
ve
Issued/
Capital
(In Rs.)
Type
of
Shares
of
(Forfeited) (No.
Shares)
Whether
Listed, if
not
Listed,
give
reasons
thereof
24/02/1994
Subscribers
to
the
Memorand
um
of
Association
10
700
700 Equity
Listed
30/06/1994
Private
Placement
10
1,12,300
1,13,000 Equity
Listed
01/10/1994
Private
Placement
10
8,64,500
9,77,500 Equity
Listed
01/10/1994
Private
Placement
Consider
ation
other
than cash
22,500
10,00,000 Equity
Listed
Page 25
2013
INFORMATION MEMORANDUM
25/11/1994
Private
Placement
10
4,50,000
14,50,000 Equity
Listed
07/12/1995
Public Issue
10
15,61,800
30,11,800 Equity
Listed
Note:1. No share forfeiture has been done in the company.
2. No Shares have been issued at Premium.
7. SUMMARY OF FINANCIAL INFORMATION
Statement of Assets & Liabilities Account for the financial years 2012-13 &
2011-12
PARTICULARS
(Amount in Rs. 000’s)
As on
31.03.2012
As on
31.03.2013
EQUITY
AND
LIABILITIES
1.Shareholder’s Funds
(a)Share Capital
30118
30118
(b)Reserves & Surplus
(1466)
(1489)
-
-
11
15
-
-
1868
1868
15
9
2.Share
Application
money
pending
allotment
3.Non-Current
Liabilities
(a)Deferred
Liabilities(Net)
Tax
4.Current Liabilities
(a)Other
Liabilities
(b) Short Term
Current
Page 26
2013
INFORMATION MEMORANDUM
Provisions
Total
&Liabilities
Equity
30545
30521
85
107
1785
1785
380
380
27982
27982
-
-
313
268
-
-
30545
30521
ASSETS
1.Non-Current Assets
(a)Fixed Assets
(i)Tangible Assets
(b)Non-Current
investments
(c)Long Term
and Advances
Loans
2.Current Assets
(a)Current investments
(b)Trade Receivables
(c)Cash
and
equivalents
cash
(d)Other current assets
Total Assets
Statement of Profit & Loss Account for the financial years 2012-13, 2011-12&
2010-11
(Amount in Rs. 000’s)
PARTICULARS
As on
As At
As At
31.03.2012
31.03.2013
31.03.2011
INCOME
Revenue
operations
Total
from
774
451
458
774
451
458
EXPENSES
Page 27
2013
INFORMATION MEMORANDUM
Employee Benefit
Expenses
588
330
308
-
-
-
Depreciation
and
Amortization Expense
22
21
22
Other Administrative
Expenses
131
86
115
Total
741
437
445
33
14
13
Profit
before
extraordinary items and
tax
33
14
13
Profit before tax
33
14
13
(1)Provision for Current
Tax
15
9
8
(2)Deferred tax benefit
(5)
(4)
(4)
Profit(Loss) from the
period from continuing
operations
23
10
9
Transfer to Mandatory
“Reserve
Fund”[Sec.45C,RBI
ACT]
-
1.9
1.7
23
7
7
Financial Costs
Profit
exceptional
&extraordinary
&tax
before
items
Tax expense:
Profit/(Loss)
period
Earning
share:
per
for
the
equity
Page 28
2013
INFORMATION MEMORANDUM
(1)Basic
0
0
0
(2)Diluted
0
0
0
Statement of Profit & Loss Account for the financial years 2009-10& 2009-08
Particulars
(Amount in Rs. 000’s)
Year ended
Year ended
31.03.2010
31.03.2009
INCOME
Income from Operations
453
415
453
415
415
394
-
-
27
3
444
397
9
17
Current Income Tax
8
12
Fringe Benefit Tax
-
-
Deferred Tax Provision
W/back
(5)
(7)
Short Provision of Income
Tax of Earlier Years
3
0.1
Short Provision of Fringe
Benefit Tax of Earlier
Years
-
-
EXPENDITURE
Administrative Expenses
Financial Expenses
Depreciation
Profit/Loss
Taxation
before
Less: Provision for Tax
Page 29
2013
INFORMATION MEMORANDUM
Profit after Taxation
3
12
Excess
Income
Tax
Provision Written Back
-
-
Transferred To Reserve
Fund
0.6
2
Add: Balance Brought
Forward from the last
year
(1660)
(1670)
Balance Carried over to
Balance Sheet
(1657)
(1660)
Basic & Diluted earnings
per Share
-
-
8. CORPORATE GOVERNANCE
In compliance with the Corporate Governance reporting requirements as per the
format prescribed by the Securities and Exchange Board of India and
incorporated in Clause 49 of the Listing Agreement with the Stock Exchanges, the
Company’s policies on Corporate Governance and compliance thereof, up to
March 31, 2013 is enumerated below for information of the shareholders and
investors of the company:
1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE:
Your Company stand committed to good Corporate Governance - transparency,
accountability, disclosure and independent supervision to increase the value to
the stakeholders. The Company is committed to transparency in all its dealings
with shareholders, employees, the Government and other parties and places high
emphasis on business ethics. The basic philosophy of Corporate Governance in
the Company is to achieve business excellence and increasing long-term
shareholder value, keeping in view the interests of the company’s stakeholders.
Your company believes that Corporate Governance is a powerful tool for
building trust and long-term relationship with stakeholders, employees,
Page 30
INFORMATION MEMORANDUM
2013
customers and suppliers. The Company has consistently endeavored to be
transparent in all areas of its operations.
2. BOARD OF DIRECTORS
The Company is managed by well- qualified professionals. All directors are
suitably qualified, experienced and competent .The members of the Board of
Directors are persons with considerable experience and expertise in Audit,
Accounts, Finance, Administration and Marketing. The Company is benefitted by
the experience and skills of the Board of Directors.
The Board of Directors consists of three members, comprising of one Non
Executive Promoter Director and two Non Executive Independent Directors. The
Board’s composition meets the stipulated requirements of clause 49 of the listing
agreement of the Stock Exchanges.
The Independent Directors have made disclosures to the Board confirming that
there are no material, financial and/or commercial transactions between them
and the company which could have potential conflict of interest with the
company at large.
The Company has a Code of Conduct for Directors and Senior Management
personnel. The code is available on the official website of the company:
www.bpcapital.in.
All Directors and Senior Management Personnel have affirmed compliance with
the code of conduct approved and adopted by the Board of Directors.
3. Board Meetings
The Board of Directors formulates the business policies of the company, reviews
the performance and decides on the main issues concerning the company. During
the year under review, Seven Board Meetings were held on 09th May, 2012, 14th
August, 2012, 1st September, 2012, 29th September 2012, 09th November, 2012,
13th February, 2013 and 19th March, 2013.
Page 31
INFORMATION MEMORANDUM
2013
Details of attendance of each Director at various meetings of the Company are as
follows:
Name of
the
Director
Mr.
Peeyush
Kumar
Aggarwal
Category Directorships in
Membership/
Total
of
other companies Chairman
in Board
Directors
other companies Meeting
hip
Attended
1. Visesh
7
Non
• Omkam
Executive
Infotecnics
Capital
& NonLimited
Markets
Independ
Private
ent
A) Member
Limited
• Visesh
a) Audit
Infotecnics
Committee
Limited
b) Remunerati
• Ontime
on
Cargo And
Committee
Couriers
Private
B) Chairman
Limited
• Omkam
a) Share
Securities
Transfer
Private
Committee
Limited
b)
Investor
• Omkam
Grievance
Global
Committee
Capital
Private
2. Interworld
Limited.
Digital
• Omkam
Limited
Developers
Limited
A) Member
• Interworld
Digital
a) Audit
Limited
Committee
• Kameshwa
b) Shareholder
ri
Grievance
Buildwell
Committee
Limited
Attenda
nce in
Last
AGM
Present
Page 32
2013
INFORMATION MEMORANDUM
•
•
•
•
•
•
•
•
•
•
•
Omkam
Commoditi
es Private
Limited
MPS Exim
Private
Limited
Welcome
Builders
Private
Limited
Omkam
Hotels
Private
Limited
Omkam
Communic
ations
Private
Limited
Kanhai
Cements
Works
Private
Limited
Omkam
Apparels
Private
Limited
NECC
Logistics
Limited
Omkam
Infotel
Private
Limited.
Onshore
Shipping
Limited.
Omkam
Page 33
2013
INFORMATION MEMORANDUM
•
•
•
•
•
•
•
•
•
Films
Private
Limited
SN
Communic
ations
Private
Limited
Cristina
Vinimay
Pvt. Ltd.
Omkam
Inns
Private
Limited
OmKam
Retreat
Private
Limited
OmKam
Resorts
Private
Limited
OmKam
Holiday
Homes
Private
Limited
Axis
Infocom
Private
Limited
Omkam
Powers
Private
Limited
Omkam
Pharmaceu
ticals
Private
Page 34
2013
INFORMATION MEMORANDUM
•
Mr.
Adesh
Kumar
Jain
Non
Executive
&
Independ
ent
•
•
Limited
Onus
Plantations
and Agro
Limited
Visesh
Infotecnics
Limited
NECC
Automobil
es Private
Limited
1. Visesh
Infotecnics
Limited
7
Present
7
Present
A) Member
a)
Share
Transfer
Committee
b)Investor
Grievances
Committee
B) Chairman
a) Audit
Committee
b) Remunerati
on
Committee
Mr.
Karan
Bhatia
Non
Executive
&
Independ
ent
•
•
•
•
Gaurang
Developers
Private
Limited
eRoads
Infrastruct
ure Private
Limited
Heritage
Corporate
Services
Limited
Prashant
Softwares
Page 35
2013
INFORMATION MEMORANDUM
Private
Limited
•
•
•
Note:
None of the Directors of your Company is a member of more than 10 Committees
nor was the Chairman of more than five Committees across all companies in
which they are Directors.
The required information (as enumerated in Annexure I in clause 49) was made
available to the Board of Directors.
There is no inter-se relationship amongst the Board of Directors of the company.
4.
Audit Committee
The role and terms of reference of the Audit Committee are in accordance with
Clause 49 of the Listing Agreement and Section 292 A of the Companies Act,
1956. This, inter alia, includes the overview of Company’s financial process,
review of quarterly, half yearly and annual financial statements, review of
internal control and internal audit systems.
During the year under review, Five Audit Committee Meetings were held on
09th May, 2012, 14th August, 2012, 1st September, 2012, 09th November, 2012 and
13th February, 2013.
The Committee is headed by a Non Executive Independent Director. The
Chairman of the Audit Committee was present at the last AGM held on
29.09.2012.
Details of attendance of each members of the Audit Committee are as under: Name of the Director
Category
Mr. Adesh Kumar Jain
Chairman
Independent Director
Mr.
Peeyush
Aggarwal
Mr. Karan Bhatia
Nos. of
Attended
& 5
Meetings
Kumar Non Executive & Non- 5
Independent Director
Non
Executive
& 5
Independent Director
Page 36
INFORMATION MEMORANDUM
2013
Brief Terms of Reference
1.
2.
3.
4.
The role of the audit committee shall include the following:
Oversight of the company’s financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient
and credible.
Recommending to the Board, the appointment, re-appointment and, if required,
the replacement or removal of the statutory auditor and the fixation of audit fees.
Approval of payment to statutory auditors for any other services rendered by the
statutory auditors.
Reviewing, with the management, the annual financial statements before
submission to the board for approval, with particular reference to:
a) Matters required to be included in the Director’s Responsibility Statement to
be included in the Board’s report in terms of clause (2AA) of section 217 of the
Companies Act, 1956.
b) Changes, if any, in accounting policies and practices and reasons for the same
c) Major accounting entries involving estimates based on the exercise of
judgment by management
d) Significant adjustments made in the financial statements arising out of audit
findings
e) Compliance with listing and other legal requirements relating to financial
statements
f) Disclosure of any related party transactions
g) Qualifications in the draft audit report.
5.
Reviewing, with the management, the quarterly financial statements before
submission to the board for approval
5A.Reviewing, with the management, the statement of uses / application of funds
raised through an issue (public issue, rights issue, preferential issue, etc.), the
statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice and the report submitted by the monitoring
agency monitoring the utilization of proceeds of a public or rights issue, and
making appropriate recommendations to the Board to take up steps in this
matter.
6. Reviewing, with the management, performance of statutory and internal
auditors, and adequacy of the internal control systems.
7. Reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit.
Page 37
2013
INFORMATION MEMORANDUM
8. Discussion with internal auditors any significant findings and follow up there on.
9. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the matter to the board.
10. Discussion with statutory auditors before the audit commences, about the nature
and scope of audit as well as post-audit discussion to ascertain any area of
concern.
11. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends)
and creditors.
12. To review the functioning of the Whistle Blower mechanism, in case the same is
existing.
13. Carrying out any other function as is mentioned in the terms of reference of the
Audit Committee.
5. Shareholders’/Investors’ Grievances Committee:
All matters related to transfer/ transmission of shares and Investor grievances
have been entrusted to the Shareholders’/Investors’ Grievances Committee. The
Committee also oversees the performance of the Registrar and Transfer Agents of
the Company.
The Shareholders’/Investors’ Grievances Committee comprises of the following
Directors.
Name of Members
Status
Mr. Peeyush Kumar Aggarwal
Chairman
Mr. Adesh Kumar Jain
Member
Mr. Karan Bhatia
Member
In order to expedite transfer of shares in physical form, the Board has authorized
Sky Line Financial Services Pvt. Ltd., the Share Transfer Agent to approve the
transfer up to 10,000 shares in any one case at a time. The Committee meets as
per the requirements from time to time.
6. Annual General Meetings
The details of last three Annual General Meetings are as follows:
Page 38
2013
INFORMATION MEMORANDUM
Year
2010
Date
30.09.2010
2011
30.09.2011
2012
29.09.2012
Venue
702,
Arunachal
Building,19,
Barakhamba Road, Connaught
Place, New Delhi - 110001
702,
Arunachal
Building,19,
Barakhamba Road, Connaught
Place, New Delhi - 110001
702,
Arunachal
Building,19,
Barakhamba Road, Connaught
Place, New Delhi 110001
Time
10.00 A.M.
10.00 A.M.
10.30 A.M.
All Resolutions proposed for the above said meetings were duly passed by show
of hands. During the year under review, no special resolution was passed and no
resolution was passed through postal ballot.
7. Statutory Disclosures
No transactions of material nature have been entered into by the Company with
any of the Promoters, Directors, their related companies, firms, subsidiaries or
relatives etc. that may have a potential conflict with interest of the Company.
The Company has not been penalized, nor have any strictures been imposed by
the Stock Exchanges, SEBI or any statutory authority, during the last three years,
on any matter relating to capital market.
8. Listing on Stock Exchanges
The Delhi Stock Exchange Ltd,
DSE House,
3/1, Asaf Ali Road,
New Delhi – 110002
The Calcutta Stock Exchange Ltd
7, Lyons range
Kolkata - 700 001
9. ISIN No
The Company’s Demat International Security Identification Number (ISIN) for its
equity shares in NSDL and CDSL is INE 947C 01010.
Page 39
INFORMATION MEMORANDUM
2013
10. Stock Market Data
The Company’s equity shares are listed at Delhi Stock Exchange Ltd. (DSE) &
Calcutta Stock Exchange (CSE). Since there was no trading in the shares of the
company at CSE & DSE, the share price market data are not available.
11. Share Transfer System
In compliance with SEBI Guidelines, the Registration of Share transfers in
physical form as well as in electronic form have been assigned to Skyline
Financial Services Pvt. Ltd. In order to ensure timely registration of transfer and
return of certificates, the Company monitors the Registrars work closely on
regular basis.
12. Means of Communication
The quarterly un-audited financial results are sent to both the Stock Exchanges
where the Company’s shares are listed i.e. DSE & CSE immediately after the
Board meetings.
13. Ministry of Corporate Affairs (MCA)
The Company has periodically filed all the necessary documents with the MCA.
Address for Correspondence
B. P. Capital Ltd
702, Arunachal Building,
19, Barakhamba Road,
Connaught Place,
New Delhi – 110001
Phones: 011 – 43571040
Fax: 011 - 43571047
Address of the Registrar
Skyline Financial Services Pvt Ltd
D-153/A, 1st Floor
Okhla Industrial Area
Phase -1, New Delhi-110020
Page 40
INFORMATION MEMORANDUM
2013
Investor’s Correspondence may be addressed to
The shareholders desiring to communicate with the Company on any matter
relating to their shares of the Company may either visit in person or write
quoting their Folio Number at the following address:
The Company Secretary,
B.P. Capital Limited
702, Arunachal Building,
19, Barakhamba Road,
Connaught Place,
New Delhi – 110001
The Company is also maintaining a separate e-mail id: investor@bpcapital.in for
registering the investor Complaints and grievances.
SEBI Complaints Redress System (SCORES)
SCORES, i.e., SEBI Complaints Redress System is a centralized web based
complaints redress portal that processes all the Complaints received thereby
mandating Companies to upload Action Taken Reports (ATRs) and resolve the
complaint within the prescribed time frame.
During the year under review, B. P. Capital Limited got itself registered with
SEBI under the SCORES system.
14. Dematerialisaiton of Shares and Liquidity
The Company shares are traded in dematerialized form and have to be delivered
in the dematerialized form to all Stock Exchanges. To enable shareholders an
easy access to the de – mat system, the Company has executed agreements with
both existing Depositories namely National Securities Depository Ltd. (NSDL)
and Central Depository Services (India) Ltd. (CDSL). M/s Skyline Financial
Services Pvt. Ltd. is the Registrar and Transfer agent of the company for the
purposes of electronic connectivity for effective dematerialization of shares.
As on March 31, 2013, shares comprising approximately 81.39 % of the
Company’s Equity Share Capital have been dematerialised.
Status on Dematerialised Shares (Equity ISIN No. INE 947C 01010)
Page 41
2013
INFORMATION MEMORANDUM
Shares Held through
Percentage of Holding (%)
NSDL
53.87
CDSL
27.52
Physical
18.61
Total
100.00
9. SHAREHOLDING STRUCTURE
Shareholding Pattern of the Company as on 31st March, 2013
(a)
Distribution of Shareholding & shareholding pattern
DISTRIBUTION OF SHAREHOLDING AS ON 31 MARCH, 2013
No. of
Range
1
to
501
Shares No.
of
%
of Value
of %
of
Shareholders Shareholde Shares Held Shareholding
rs
5,00
881
81.88
2665000
8.85
to
1,000
126
11.71
1171000
3.89
1,001
to
2,000
33
3.07
517000
1.72
2,001
to
3,000
5
0.46
132000
0.44
3,001
to
4,000
6
0.56
213000
0.71
4,001
to
5,000
2
0.19
100000
0.33
5,001
to 10,000
5
0.46
417000
1.38
&Above
18
1.67
24903000
82.68
1076
100.00
30118000
100.00
10,001
Total
Page 42
2013
INFORMATION MEMORANDUM
SHAREHOLDING PATTERN AS ON 31 MARCH, 2013
INTRODUCTORY SUB-TABLE (I)(A)
SCRIP CODE:
SCRIP NAME: B.P. CAPITAL LIMITED.
SCRIP TYPE :- EQUITY
Partly paid-up shares:No. of partly paid- As a % of total
up shares
no. of partly paidup shares
Held
by
promoter/promoter
group
Held by public
Total - D
Outstanding
No. of outstanding As a % of total no.
convertible preference preference shares
of
outstanding
shares:convertible
preference shares
Held
promoter/promoter
group
Held by public
Total - E
Warrants:-
by
No. of warrants
Held
by
promoter/promoter
group
Held by public
Total - F
Total paid-up capital
of
the
company,
assuming full
conversion of warrants 30,11,800
and
convertible
securities
(Grand Total (A+B+C)+
D+E+F )
-
-
As a % of total no.
of shares of the
company
As a % of total no.
of shares of the
company, assuming
full conversion of
the
convertible
preference shares
As a % of total As a % of total no.
no.
of shares of the
of warrants
company, assuming
full conversion of
warrants
-
-
Page 43
2013
INFORMATION MEMORANDUM
Categories
Promoters
Financial Institutions
Banks
Bodies Corporate
Public
Total
No.
of %
of No. of % of Shareholding
Sharehol Shareholders Shares
ders
Held
1
0.09
424400
14.09
/
0
0.00
0
0.00
15
1.39
856800
28.45
1060
98.52
1730600
57.46
1076
100.00
3011800
100.00
Statement Showing Shareholding Pattern
Name of the Company :
B.P. Capital Limited
As on:
31st March, 2013
Categor
y
Code
(A)
1
(a)
(b)
Category of
Shareholder
Shareholding
of Promoter
and Promoter
Group2
Indian
Individuals/
Hindu
Undivided
Family
Central
Government/
State
Government(
Number Total
of
number
Sharehol of
ders
shares
Number
of shares
held
in
demateria
lized form
Total
shareholding
as
a
percentage of
total number
of shares
As
a As a
percen perce
tage
ntage
of(A+B of
)1
(A+B
+C)
Shares
Pledged or
otherwise
encumbered
Nu
As a
mbe perce
r of ntage
shar
es
1
424400
424400
14.09
14.09
0
0
0
0
0
0.0
0.0
0
0
Page 44
2013
INFORMATION MEMORANDUM
s)
(c)
(d)
(e)
2
A
B
C
D
(B)
1
(a)
(b)
Bodies
Corporate
Financial
Institutions/
Banks
Any
Others(Specif
y)
0
0
0
0.0
0.0
0
0
0
0
0
0.0
0.0
0
0
0
0
0
0.0
0.0
0
0
Sub
Total(A)(1)
1 424400
Foreign
Individuals
(NonResidents
Individuals/
Foreign
Individuals)
Bodies
Corporate
Institutions
Any
Others(Specif
y)
424400
14.09
14.09
0
0
0
0
0
0.0
0.0
0
0
0
0
0
0.0
0.0
0
0
0
0
0
0
0
0
0.0
0.0
0.0
0.0
0
0
0
0
Sub
Total(A)(2)
0
0
0
0.0
0.0
0
0
Total
Shareholding
of Promoter
and Promoter
Group (A)=
(A)(1)+(A)(2)
1
424400
424400
14.09
14.09
0
0
0
0
0
0.0
0.0
0
0
0
0
0
0.0
0.0
0
0
Public
shareholding
Institutions
Mutual
Funds/ UTI
Financial
Institutions /
Page 45
2013
INFORMATION MEMORANDUM
(c)
(d)
(e)
(f)
(g)
(h)
Banks
Central
Government/
State
Government(
s)
Venture
Capital Funds
Insurance
Companies
Foreign
Institutional
Investors
Foreign
Venture
Capital
Investors
Any
Other
(specify)
Sub-Total
(B)(1)
B2
(a)
(b)
I
II
(c)
Noninstitutions
Bodies
Corporate
Individuals
Individuals -i.
Individual
shareholders
holding
nominal share
capital up to
Rs 1 lakh
ii. Individual
shareholders
holding
nominal
share capital
in excess of
Rs. 1 Lakh.
Any
Other
(HUF)
Sub-Total
0
0
0
0.0
0.0
0
0
0
0
0
0.0
0.0
0
0
0
0
0
0.0
0.0
0
0
0
0
0
0.0
0.0
0
0
0
0
0
0.0
0.0
0
0
0
0
0
0.0
0.0
0
0
0
0
0
0.0
0.0
0
0
15
856800
825700
28.45
28.45
0
0
1047
497900
85994
16.53
16.53
0
0
11
1229500
1111900
40.82
40.82
0
0
2
3200
3200
0.11
0.11
0
0
1075
2587400
2026794
85.91
85.91
0
0
Page 46
2013
INFORMATION MEMORANDUM
(B)(2)
(B)
(C)
Total
Public
Shareholding
(B)=
(B)(1)+(B)(2)
1075
2587400
2026794
85.91
85.91
0
0
TOTAL
(A)+(B)
1076
3011800
2451194
100
100
0
0
1076
3011800
2451194
100
100
0
0
Shares held
by
Custodians
and against
which
Depository
Receipts have
been issued
GRAND
TOTAL
(A)+(B)+(C)
(I)(
b)
Statement showing Shareholding of persons belonging to the category “Promoter
and Promoter Group”
Sr. Name of the Details of shares Shares pledged Details of Details of
No. shareholder
held
or
otherwise Warrants Convertibl
e Securities
encumbered
held
Numb As a % Nu As a As a N As a Nu As a
er of of
mb perc % of u % of mb % of
shares grand
er
enta gran m total er
total
total
of
ge
d
b num of
num
(A)+(B) sha
total er bers
con bers
+(C)
res
(A)+ of of
ver of
hel
(B)+ W warr tibl conv
d
(C)
ar ant
e
ertibl
of
ra of
sec e of
sub nt same urit same
clau s class ies class
se
hel
(I)(a
d
Page 47
Total
share
s
(incl
udin
g
unde
rlyin
g
share
s
assu
ming
full
conv
ersio
n of
2013
INFORMATION MEMORANDUM
)
warr
ants
and
conv
ertibl
e
secur
ities)
as a
% of
dilut
ed
share
capit
al
(A)
1.
Mr. Peeyush
Aggarwal
TOTAL
424400
14.09
0
0.00
0.00
0
0.00
0
0.00
0
424400
14.09
0
0.00
0.00
0
0.00
0
0.00
0
(I)(c)
(i)
Statement showing Shareholding of persons belonging to the category “Public”
and holding more than 1% of the total number of shares
Sr.
No.
Name of Number
the
of
sharehol shares
der
1
Dhiru
Realestat
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}
416500
13.83
Details
Warrants
of Details
of Total
shares
(including
convertible
securities held underlying
shares
Numb As a Numb As a assuming full
er of % of er of % of conversion of
warrants and
warran total
conver total
ts
no. of tible
no. of convertible
warra securit securi securities) as a
nts of ies
ties of % of diluted
same held
same share capital
class
class
0
0.00
0
0.00
0
Page 48
2013
INFORMATION MEMORANDUM
2
3
4
5
6
7
8
9
10
es
Pvt
Ltd
Mr.
Satish
Garg
Mr.
Santosh
Pradhan
Mr.
Ashwani
Plaha
C.N.Flou
r Mills
Pvt Ltd
Mrs
Soban
Singh
Aswal
Avtar
Instalme
nts Pvt
Ltd
Mr.
Ramashi
sh Sahu
Mr.
Chandre
sh
Kumar
Jain
Magnum
Plasticiz
er
&
Allied
Pvt Ltd
TOTAL
367900
12.22
0
0.00
0
0.00
0
271500
9.01
0
0.00
0
0.00
0
245500
8.15
0
0.00
0
0.00
0
244700
8.12
0
0.00
0
0.00
0
127500
4.23
0
0.00
0
0.00
0
109000
3.62
0
0.00
0
0.00
0
99500
3.30
0
0.00
0
0.00
0
45100
1.50
0
0.00
0
0.00
0
30000
1.00
0
0.00
0
0.00
0
1957200
64.98
0
0.00
0
0.00
0
(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
Sr.
No.
Name of Numbe Shares Details
the
r
of as
a Warrants
of Details
convertible
of Total
shares
(including
Page 49
2013
INFORMATION MEMORANDUM
sharehol
der
1
2
3
4
5
Dhiru
Realestat
es
Pvt
Ltd
Mr.
Satish
Garg
Mr.
Santosh
Pradhan
Mr.
Ashwani
Plaha
C.N.Flou
r
Mills
Pvt Ltd
TOTAL
shares
percent
age of
total
numbe
r
of
shares
{i.e.,
Grand
Total
(A)+(B)
+(C)
indicat
ed
in
Statem
ent at
para
(I)(a)
above}
416500
13.83
securities held
underlying
shares
Num As a Number As a % assuming full
ber of % of of
of
conversion of
warra total converti total
warrants
and
nts
no.
ble
no. of convertible
of
securiti securit securities) as a
warr es held
ies of % of diluted
ants
same
share capital
of
class
same
class
0
0.00
0
0.00
0
367900
12.22
0
0.00
0
0.00
0
271500
9.01
0
0.00
0
0.00
0
245500
8.15
0
0.00
0
0.00
0
244700
8.12
0
0.00
0
0.00
0
1546100
51.33
0
0.00
0
0.00
0
(I)(d)
Statement showing details of locked-in shares
Sr.
No.
Name of the shareholder
Number
Locked-in
shares
as
a
of locked- percentage of total number of
in shares
shares {i.e. Grand Total
(A)+(B)+(C)
indicated
in
Statement at para (I)(a) above}
Page 50
2013
INFORMATION MEMORANDUM
1.
Nil
Nil
Nil
TOTAL
(II)(a)
Statement showing details of Depository Receipts (DRs) - NOT APPLICABLE
Sr.
No.
Type
of
outstanding
DR
(ADRs,
GDRs, SDRs,
etc.)
NIL
1
Number of Number
of
outstanding
shares
DRs
underlying
outstanding
DRs
NIL
NIL
Shares underlying outstanding
DRs as a percentage of total
number of shares {i.e., Grand
Total (A)+(B)+(C) indicated in
Statement at para (I)(a) above}
NIL
(II)(b) Statement showing Holding of Depository Receipts (DRs), where underlying
shares are in excess of 1% of the total number of shares - NOT APPLICABLE
Sr.
No.
Name of the Type
of
DR Holder
outstanding
DR
(ADRs,
GDRs, SDRs,
etc.)
Number
of
shares
underlying
outstanding
DRs
Shares underlying outstanding
DRs as a percentage of total
number of shares {i.e., Grand
Total (A)+(B)+(C) indicated in
Statement at para (I)(a) above}
1
NIL
NIL
NIL
NIL
(j) List of Top 10 shareholders
Sl.
No.
1
2.
3.
4.
5.
6.
7.
8.
9.
10.
Name of Shareholder
Peeyush Aggarwal
Dhiru Real Estate Private
Limited
Satish Garg
Santosh Pradhan
Ashwani Plaha
C. N. Floor Mills Pvt. Ltd.
Soban Singh Aswal
Avtar Instalments Pvt. Ltd.
Ramashish Sahu
Chandresh Kumar Jain
No. of Shares
Percentage of Total Paid up
Capital
424,400
14.09
416,500
13.83
367,900
271,500
245,500
244,700
127,500
109,000
99,500
45,100
12.22
9.01
8.15
8.12
4.23
3.62
3.30
1.50
Page 51
INFORMATION MEMORANDUM
2013
10. Statement Showing the Details of Dividends and Cash bonuses paid
during the last 10 years. (NIL)
11. Details of commission, brokerage, discount or option for the issue of any
kind of security granted too any person
The Company has not given any commission, brokerage, discount or option
for the issue of any kind of security granted too any person.
Page 52
INFORMATION MEMORANDUM
IV.
2013
ABOUT B. P. CAPITAL LIMITED
1. HISTORY
The Company was incorporated with name “B. P. Capital Limited” and the
Certificate of Incorporation was granted by the Registrar of Companies, NCT of
Delhi & Haryana on 24th February, 1994 vide registration No. 55-57572. The
Company obtained its certificate for commencement of Business from the
Registrar of Companies, NCT of Delhi & Haryana on 22nd March, 1994. The
Corporate Identification Number of the Company is L74899DL1994PLC057572.
B. P. Capital Limited is a Non Banking Financial Company (NBFC). The
Company obtained its Certificate of Registration from RBI to carry on the
business of non –banking financial institution on 3rd March, 1998. The
Registration no. of the Company with RBI is 14.00145. At present, the Company
is carrying on NBFC’S activities. The main business of the company is to make
both long term and short term investment in quoted as well as unquoted shares.
The company also gives short term and long term loans to the potential and
sound borrowers.
At present, Mr. Peeyush Aggarwal is the sole promoter of B. P. Capital Limited.
The present Authorised Share capital is Rs. 15,00,00,000/- divided into
1,50,00,000 equity shares of Rs. 10/- each and the present paid up capital of the
company is Rs. 3,01,18,000/- divided into 30,11,800 equity shares of Rs. 10/- each.
Presently the equity shares of B. P. Capital Limited are listed with Delhi Stock
Exchange Limited (DSE) and Calcutta Stock Exchange Limited (CSE).
Business Model:
B. P. Capital Limited is a Non Banking Financial Company (NBFC). The
Company is duly registered with RBI with registration No. 14.00145 and is
carrying on NBFC’S activities.
The main business of the company is to make both long term and short term
investment in quoted as well as unquoted shares. The company also gives short
term and long term loans to its borrowers. The company earns revenue by way of
dividend received on stock in trade and interest on loans so given to the
borrowers.
The Company will continue its focus and efforts in Capital Market as well as in
making loans to the potential and sound borrowers. The Directors of the
Page 53
2013
INFORMATION MEMORANDUM
company are optimistic that company would be able to fetch better returns in the
future.
ORGANIZATIONAL STRUCTURE
Board of Directors
Independent
Director
Non Executive
Promoter Director
Company Secretary
& Compliance
Officer
Independent
Director
Manager (Finance)
Manager(Accounts)
Reorganization, Reconstruction and Amalgamation
No reorganization, reconstruction or amalgamation has been done by the
company.
Main objects of the Company
1. To carry on the business of merchant banking in all its aspects and to act
as managers to the issues and offer whether by way of public offer or
otherwise of shares, debenture, bonds, units, participation certificates,
deposit certificates, notes bills, warrants or any other instruments whether
or not transferable or negotiable or otherwise commercial paper or scripts
and
Page 54
INFORMATION MEMORANDUM
2013
2. To act as agent of and/or dealers, brokers, in the securities and or foreign
exchange securities/currency in the course of merchant banking
managers, lead managers, co managers, advisors and counsellors in
investment and stand by or procurement arrangement.
Page 55
2013
INFORMATION MEMORANDUM
2.
Name
MANAGEMENT
Designation
Mr. Peeyush Director
Aggarwal
(NonExecutive
and
NonIndependent)
Father’s/S
pouse’s
Name
Mr. Om
Prakash
Aggarwal
Age,
Nationality,
Occupation
49 Years
Indian
Entrepreneur
Other
Directorship
1. Omkam
Capital
Markets
Private
Limited
2. Visesh
Infotecnics
Limited
3. Ontime Cargo And
Couriers
Private
Limited
4. Omkam Securities
Private Limited
5. Omkam
Global
Capital
Private
Limited.
6. Omkam Developers
Limited
7. Interworld Digital
Limited
8. Kameshwari
Buildwell Limited
9. Omkam
Commodities
Private Limited
10. MPS Exim Private
Limited
11. Welcome Builders
Private Limited
12. Omkam
Hotels
Private Limited
13. Omkam
Communications
Private Limited
14. Kanhai
Cements
Works
Private
Limited
15. Omkam
Apparels
Page 56
2013
INFORMATION MEMORANDUM
Private Limited
16. NECC
Logistics
Limited
17. Omkam
Infotel
Private Limited.
18. Onshore Shipping
Limited.
19. Omkam
Films
Private Limited
20. SN Communications
Private Limited
21. Cristina
Vinimay
Pvt. Ltd.
22. Omkam Inns Private
Limited
23. OmKam
Retreat
Private Limited
24. OmKam
Resorts
Private Limited
25. OmKam
Holiday
Homes
Private
Limited
26. Axis
Infocom
Private Limited
27. Omkam
Powers
Private Limited
28. Omkam
Pharmaceuticals
Private Limited
29. Onus
Plantations
and Agro Limited
Mr.
Adesh Director
Kumar Jain
(Independent
NonExecutive)
Mr. Trilok 50 Years
Chand
Indian
Jain
Practicing
Chartered
Accountant
1. Visesh
Limited
Infotecnics
Mr.
Karan Director
Bhatia
(Independent
NonExecutive)
Mr.
36 Years
Purshota
Indian
m
Lal Professional
Bhatia
1. Gaurang Developers
Private Limited
2. NECC Automobiles
Private Limited
2. eRoads
Page 57
INFORMATION MEMORANDUM
2013
Infrastructure
Private Limited.
3. Heritage Corporate
Services Limited
4. Prashant Softwares
Private Limited
Brief Profile of the Directors –
A. Mr. Peeyush Aggarwal (Promoter and Director)
Mr. Peeyush Aggarwal, is a fellow Member of the Institute of Chartered
Accountants of India. He has rich experience of over 30 years. A first
generation Entrepreneur having a clear business vision and practicing a
hands- off approach. He has mastered the art of Mergers & Acquisitions. His
business interests today are in the areas of Information Technology; Telecom
VAS; Digital Cinema ; Retail ; Broking (Shares, Commodities, Insurance) ;
Real Estate ; Construction & Hospitality. In addition, he has had an extensive
experience in strategic and feasibility consulting, preparing business plans,
conducting due diligence, reviews and business valuation. He has had
significant expertise in assisting Indian Companies in financial and
management audits. He also has rich and vast experience in the field of
Corporate Laws, Finance and Taxation, Project Management etc.
B. Mr. Adesh Kumar Jain (Director)
Mr. Adesh Kumar Jain, is a Bachelor of Commerce (Honours) and a Fellow
Member of the Institute of Chartered Accountants of India. He is a practicing
Chartered Accountant with more than two decades of experience as a
renowned consultant in the field of Taxation & Finance etc. He brings a major
strength to B. P. Capital Ltd. in planning its future financial growth.
C. Mr. Karan Bhatia (Director)
Mr. Karan Bhatia, is a Bachelor of Commerce and a qualified MBA from
reputed Institute of India. He has enriched almost 15 Years of experience in
the field of finance and marketing.
Page 58
INFORMATION MEMORANDUM
2013
3. PROMOTERS
Mr. Peeyush Aggarwal (Promoter)
Mr. Peeyush Aggarwal, is a fellow Member of the Institute of Chartered
Accountants of India. He has rich experience of over 30 years. A first
generation Entrepreneur having a clear business vision and practicing a
hands- off approach. He has mastered the art of Mergers & Acquisitions. His
business interests today are in the areas of Information Technology; Telecom
VAS; Digital Cinema ; Retail ; Broking (Shares, Commodities, Insurance) ;
Real Estate ; Construction & Hospitality. In addition, he has had an extensive
experience in strategic and feasibility consulting, preparing business plans,
conducting due diligence, reviews and business valuation. He has had
significant expertise in assisting Indian Companies in financial and
management audits. He also has rich and vast experience in the field of
Corporate Laws, Finance and Taxation, Project Management etc.
4. KEY MANAGEMENT PERSONNEL
A. Ms. Sakshi Gupta (Company Secretary and Compliance Officer)
Ms. Sakshi Gupta, Company Secretary and Compliance Officer of M/s B. P.
Capital Limited, is a Member of the Institute of Company Secretaries of India
(ICSI) and also a Masters in Commerce (M.Com). She has also done one year
diploma course in Office Mangement from a reputed Institution.
She has an expertise in Secretarial & Corporate Compliance matters and
handles the various secretarial matters, Listing Agreement Compliances of the
Company. She contributes best of her capabilities towards the Compliance of
various laws as are applicable to the Company from time to time.
B. Mr. Rohit Gupta (Manager Finance)
Mr. Rohit Gupta is a Member of the Institute of Chartered Accountants of
India (ICAI) and a Bachelor of Commerce (Honours) from Delhi University.
He is also pursuing MBA in Finance from reputed Institute of India. He is
having expertise in the field of Management Accounting and Core Corporate
Financing etc. He is also having well versified knowledge in the field of
Capital Market.
Page 59
INFORMATION MEMORANDUM
2013
V. OUTSTANDING LITIGATIONS
There are no outstanding or pending litigation, suit, criminal or civil prosecution,
proceeding or tax liabilities against our Company that would have a material
adverse effect on our business and there are no defaults, non-payment or
overdue of statutory dues, institutional/ bank dues or dues payable to holders of
debentures, bonds and fixed deposits and arrears of preference shares
(irrespective of whether they are specified under Part I of Schedule XIII of the
Act), that would have a material adverse effect on our business.
Page 60
INFORMATION MEMORANDUM
2013
VI. Material Contracts and Agreements
The Company has not entered into any material contracts or agreements
(including agreements for technical advice and collaboration).
VII. Details of group/Subsidiary Companies
As on date, there are no Group/ Subsidiary Companies of B. P. Capital Limited.
Page 61
2013
INFORMATION MEMORANDUM
VIII. MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
Particulars
Article
No.
Table “A” not to 1.
apply
but
company to be
governed
by
these
Articles
Detailed Provision
The regulations contained in table A in the first
schedule to the Companies Act 1956, shall not apply to
this company, but the regulations of the management
of the Company and for the observance by the
members thereof and their representatives shall, subject
to any exercise of the Statutory powers of the company
in reference to the repeal or alteration of, or addition to
its regulations by Special Resolution, as prescribed by
the said Companies Act, 1956, be such as are contained
in these Articles, unless the same are repugnant or
contrary to the provisions of the Companies Act,1956,
and the said Table ‘A’.
Commencement
of business
4
The Company shall not commence business or exercise
any borrowing powers until requirements of Section
149 of the Act have been complied with.
Capital
5.
The Authorised Share Capital of the Company shall be
such as given in Clause V of the Memorandum of
Association or altered, from time to time, thereat
payable in the manner as may be determined by the
Directors, with power to increase, reduce, subdivide or to repay the same or to divide the same into
several classes and to attach thereto any rights and to
consolidate or sub-divide or re-organise the shares and
subject to the provisions of the Act, to vary such rights
as may be determined in accordance with the
regulations of the Company.
Restrictions on
allotment etc
6.
The Board shall observe the restrictions as to allotment
of shares contained In Sections 69 and 70 of the Act, as
the case may be, and shall cause to be made the returns
as to allotment according to Section 75 of the Act.
Shares under the 7.
Directors' Control
Subject to the provisions of the Act and of these
Articles, the shares in the capital of the company
shall be under the control of the Directors who
Page 62
INFORMATION MEMORANDUM
2013
may allot or otherwise dispose of the same or any
of them to such persons, in such proportion and on
such terms and conditions and either at a premium or
at par (subject to compliance with the provisions of
Section 79 of the Act) or at a discount and at such time as
they may from time to time think fit and proper, and
with full power to give any person the option to be
allotted shares of the Company either at par or at
premium, or subject as, aforesaid, at a discount such
option being exercisable at such times and for such
consideration as the Directors think fit provided that
the option or right for the allotment of shares shall
not be given to any person or persons without the
sanction of the Company in General Meeting.
Power of General 8
Meeting to offer
shares to such
persons as the
Company
may
resolve.
In addition to and without derogating from the
power for the purpose conferred on the Directors
under Article 7, the Company in General Meeting
may by special resolution determine to issue
further shares out of the authorised but unissued
capital of the Company and may determine that
any shares (whether forming part of the original
capital or of any increased capital of the Company)
shall be offered to such persons (whether members
or holders of debentures of the Company or not) in
such proportion and on such terms and conditions
and either at a premium or at par or subject to
compliance with the provisions of Section 79 of the
Act at a discount as such general meeting shall
determine and with full power to give any person
(whether a member or holder of debentures of the
company or not) the option to be allotted shares of
any class of the Company either at a premium; or
at par or, (subject to compliance with the
provisions of Section 79 of Act) at a discount, such
option being exerciseable at such times and for
such considerations as may be directed by such
general meeting or the Company in general
meeting may make any other provision whatsoever
for the issue, allotment or disposal of any shares,
subject to any direction given by the Company In
General Meeting as aforesaid and the provisions of
the Article 68 hereof shall apply to any issue of new
shares.
Directors
Subject to the provisions of the Act and these
may 9
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INFORMATION MEMORANDUM
allot shares
fully paid up
as
2013
Articles the Directors may allot and issue shares in
the capital of the Company in the payment or part
payment of any property or assets of any kind
whatsoever (including the goodwill of any
business) sold or transferred, or goods or
machinery or know-how supplied, or for services
rendered to the Company either in or about the
formation or promotion of the Company or the
conduct of its business and any shares which may
be so allotted may be issued as fully paid up or
partly paid up in cash or otherwise than in cash
and if so issued shall be deemed to be fully paid up
or partly paid up shares as aforesaid. The Directors
shall cause returns to be filed of any such allotment
as provided by Section 75 of the Act.
Shares
to
be 10
numbered
progressively
The shares in the Capital of the company shall be
numbered progressively according to their
denomination and except in the manner hereinafter
mentioned, no share shall be sub-divided.
Acceptance
shares
of 11
An application signed by or on behalf of an
applicant for shares in the Company, followed by
an allotment of any shares therein, shall be an
acceptance of shares within the meaning of these
Articles and every person who thus, or otherwise
accepts any shares and whose name is entered in
the Register shall for the purpose of these Articles
be a member.
Deposit & calls 12
etc. to be debt
payable
immediately.
The money (if any) which the Directors shall, on
the allotment of any shares being made by them
require or direct to be paid by way of deposit at call
or otherwise, in respect of any shares allotted by
them, shall, immediately on the insertion of the
name of the allottee in the Register of Members as
the holder of such shares, become a debt due to
and recoverable by the Company from the allottee
thereof, and shall be paid by him accordingly.
Instalments
on 13.
shares to be duly
paid.
If by the conditions of allotment of any shares the
whole or part of the amount or issue price thereof
shall be payable by instalments, every such
instalment shall when due be paid to the Company
by the persons who for the time being and from
Page 64
2013
INFORMATION MEMORANDUM
time to time shall be the Registered holders of the
shares or his legal representatives.
Company
not 14.
bound
to
recognize
any
interest in shares
other than that of
the
registered
holders.
Except when required by law or ordered by Court
of competent jurisdiction, the Company shall not
be bound to recognize any person holding any
share upon any trust and the Company shall not be
bound by or be compelled in any way to recognize
(even when having notice thereof) any equitable ,
contingent , future or partial interest in any share
or any fractional part of a share, or (except only as
by these Articles or as ordered by a Court of
competent jurisdiction or by law otherwise
provided) any order of the rights in respect of any
share except an absolute right to the entity thereof
in the registered holder.
UNDERWRITING AND BROKERAGE
Commission for 15.
placing
shares,
debentures.
The Company may subject to the provisions of Section
76 and other. applicable provisions (if any) of the Act,
at the time of public issue pay a commission to any
person in consideration of his subscribing or agreeing
to subscribe or his procuring or agreeing to procure
subscription whether absolutely "or conditionally for
any shares In or debentures of the Company but so that
the amount or rate of commission does not exceed in
the case of shares 5% of the price at which the shares
are issued and in the case of debentures 2.5% of the
price at which the debentures are issued. The
commission may be satisfied by the payment In cash or
the allotment of fully or partly paid up shares or
debentures or partly in the one way and partly in the
other. The Company may also on any issue of shares or
debentures pay such brokerage 'as may be lawful.
CERTIFICATES
Certificates
shares.
of 16.
The certificates of title to the shares shall be issued
under the Seal of the Company which shall be affixed
in the presence of and signed by (i) two Directors
(provided that if the composition of the Board permits,
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INFORMATION MEMORANDUM
2013
one of the aforesaid two Directors shall be a person
other than the Managing or whole time Director) and
(ii) the Secretary or some other person appointed by the
Board for the purpose. Particulars of every share
certificate issued shall be entered in the Register of
Members against the name of the person to whom it
has been issued indicating the date of issue. A Director
may sign the share certificate by affixing his signature
thereon by means of any machine, equipment or any
mechanical means such as engraving in metal or
lithography, but not by means of rubber stamp,
provided that the Director shall be responsible for the
safe custody of such machine, equipment or other
material used for the purpose. Provided always that
notwithstanding anything contained in this Article the
Certificate of the title to the shares may be executed and
issued in accordance with such other provisions of the
Act, or the rules made there under, as may be in force
for the time being and from time to time.
Member’s Right 17.
to Certificate.
Every member or allottee of share(s) shall be entitled
without payment to receive certificate in marketable
lots under the Seal of the Company for all the shares of
each class or denomination registered in his name in
such form as the Directors shall prescribe or approve,
specifying the share or shares allotted to him and the
amount paid thereon. Such certificate shall be issued
only in pursuance of a resolution passed by the Board
of Directors and on surrender to the company of its
letter of allotment or of its fractional coupons of
requisite value, save in case of issue against letters of
acceptance or of renunciation or in case of issue of
bonus shares. Provided that if the letter of allotment is
lost or destroyed the Board may impose such
reasonable terms, if any, as it thinks fit , as to evidence
and indemnity and the payment of out of pocket
expenses incurred by the Company in investigating
evidence. If the Directors so approve and upon
payment of such fee, if any, not exceeding Rupees Two
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2013
INFORMATION MEMORANDUM
per certificate as the Directors may, from time to time,
determine in respect of each class of shares, a member
shall be entitled to more than one certificate for shares
of each class.
Limitation
of 18.
Time for issue of
Certificates.
The Company shall within three months after the
allotment of any of its shares or debentures and within
one month after the application for the registration of
the transfer of any such shares or debentures deliver
the certificates of all shares and debentures allotted or
transferred unless the conditions of shares or
debentures otherwise provided and the company shall
otherwise comply with the requirements of Section 113
and other applicable provisions (if any) of the Act.
CALLS
Board may make 20.
Calls.
“Rider”
Calls on shares of 21.
the
some class to be
made
on uniform basis.
The Board of Directors may from time to time (by
resolution passed at the meeting of the Board and not
by Resolution by circulation) but subject to the
condition hereinafter mentioned, make such calls as
they think fit, upon the members in respect of all
monies unpaid on the shares held by them respectively
(whether on account of the nominal value of the shares
or by way of premium) and which are not by the
conditions of allotment thereof made payable at fixed
times and each member shall pay the amount of every
call so made on him to the persons and at the times
appointed by the Directors. A call may be made payable
by instalments.
The call shall not exceed 1/4th of the nominal value of
the share.
Where any calls are made on the shares, such calls shall
be made on a uniform basis on all shares falling under
the same class. For the purpose of this article, shares of
the same nominal value on which different amounts
have been paid-up shall not be deemed to fall under the
same class.
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INFORMATION MEMORANDUM
Notice of Call.
2013
22.
At least 30 days' notice of every call otherwise than on
allotment shall be given specifying the time of
payment, and if payable to any person other than the
Company the name of the person to whom the call shall
be paid, provided that before the time for payment of
such call the Directors may by notice in writing to the
members revoke the same.
Call to date from 23.
Resolution.
A call shall be deemed to have been made at the time
when the resolution of the Board of Directors
authorising such calls was passed and may be made
payable by those members whose names appear in the
Register of Members on such date, or at the discretion
of the Directors on such subsequent date as shall be
fixed by the Directors.
23(1)
Call notice shall be sub-divided into smaller units when
so required by the registered shareholders and
duplicate call notices shall be issued at the request of
the persons beneficially entitled on production of
satisfactory evidence that they are so beneficially
entitled.
23(2)
Payment of call moneys shall be accepted from the
beneficial holders on production of sub-divided or
duplicate call notices without insisting that the shares
in respect of which these call monies are paid shall be
transferred into the name of the beneficial holders.
Directors
may 24.
extend time.
The Directors may from time to time, at their discretion
extend the time for the payment of any call, and may
extend such time as to all or any of the members who
on account of their residences being at a distance or
other cause, the Directors may deem entitled to such
extension but no member shall be entitled to such
extension save as a matter of grace and favour.
Amount payable 25.
at fixed time or
by
instalments
If by the terms of issue of any share, any amount is
made payable at any fixed time or by instalments at
fixed times (whether on account of the nominal amount
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2013
INFORMATION MEMORANDUM
deemed as calls.
of the share or by way of premium) every such amount
or instalment shall be payable as if it were a call duly
made by the Directors and of which due notice has
been given and all the provisions herein contained in
respect of calls shall relate to such amount or
instalment accordingly.
When interest on 26.
call or installment
payable.
If the sum payable in respect of any allotment, call or
instalment be not paid on or before the day appointed
for payment thereof, the holder for the time being or
allottee of the share in respect of which an allotment
call shall have been made or the instalment shall be due
shall pay interest on the same at such rate as the
Director may determine from the day appointed for the
payment thereof to the time of actual payment but the
Directors may waive payment of such interest wholly
or in part.
FORFEITURE, SURRENDER AND LIEN
If
call
or 30.
instalment
not
paid notice may
be given.
If any member fails to pay the whole or any part of any
call or instalment or any money due in respect of any
shares either by way of principal or interest on or
before the day appointed for the payment of the same,
the Directors may at any time thereafter during such
time as the call or instalment or any part thereof , and
other monies remain unpaid or a judgment or decree in
respect thereof remains unsatisfied in whole or in part,
serve a notice on such member or on the person (if any)
entitled to the share by transmission requiring him to
pay such call or instalment or such part thereof or other
moneys remaining unpaid together with any interest
that may have accured and all expenses (legal or
otherwise) that may have been incurred by the
Company by reason of such non-payment.
In
default
payment
shares
to
forfeited.
If the requirement of any such notice as aforesaid shall
not be complied with, any of the shares in respect of
which such notice has been given, may at any time
thereafter but before payment of all allotment money,
of 32.
be
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INFORMATION MEMORANDUM
2013
calls or instalments, interest and expenses and other
monies due in respect thereof, be forfeited by a
resolution of the Directors to that effect. Such forfeiture
shall include all dividends declared in respect of the
forfeited shares and not actually paid before the
forfeiture.
Entry
forfeiture in
register
members.
of 33.
of
When any share shall have been so forfeited, an entry
of the forfeiture with the date thereof, shall be made in
the Register of Members and notice of forfeiture shall
be given to the member in whose name it stood
immediately prior to the forfeiture but no forfeiture
shall be, in any manner, invalidated by any omission or
neglect to give such notice or to make any entry as
aforesaid.
Forfeited shares 34.
to be property of
the
Company
and may be sold
etc.
Any share so forfeited shall be deemed to be the
property of the Company and may be sold, re-allotted
and or otherwise disposed of either to the original
holder thereof, or to any other person upon such terms
and in such manner as the Board shall think fit.
Directors
annul
Forfeiture.
may 35.
The Directors may at any time before any share so
forfeited shall have been sold, re-allotted or otherwise
disposed of annul the forfeiture upon such conditions
as they think fit.
Shareholder still 36.
liable
to
pay
money owing at
the
time
of
forfeiture
and
interest.
Any member whose shares have been forfeited shall
notwithstanding the forfeiture, be liable to pay and
shall forthwith pay to the company all calls,
instalments, interest , expenses and other money owing
upon or in respect of such shares at the time of the
forfeiture together with interest thereon from the time
of the forfeiture until payment at such rate as the
Directors may determine and the Directors may enforce
the payment of the whole or a portion thereof as it were
a new call made at the date of the forfeiture but shall
not be under any obligation to do so.
Effect
The forfeiture of a shares shall involve extinction at the
of
a 37.
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INFORMATION MEMORANDUM
forfeiture.
Surrender
Shares.
Company’s
on shares.
As
enforcement
lien by sale.
2013
time of the forfeiture, of all interest in and all claims
and demands against the company in respect of the
shares and all other rights incidental to the shares,
except only such of those rights as by these presents are
expressly saved.
of 38.
The Directors may subject to the provisions of the Act,
accept a surrender of any share from or by any member
desirous of surrendering the shares on such terms as he
think fit.
lien 39.
The Company shall have no lien on its fully paid
shares. In the case of partly paid up shares the
company shall have a first and paramount lien on such
shares registered in the name of each member, whether
solely or jointly with others and upon the proceeds or
sale thereof for all moneys called or payable at a fixed
time in respect of such shares and whether held solely
or jointly with any other person , and whether their
period for the payment, fulfilment or discharge thereof
shall have actually arrived or not and no equitable
interest in any share shall be created except upon the
footing and condition that Article 14 is to have full
effect. Any such lien shall extend to all dividends and
bonuses from time to time declared in respect of such
shares. Unless otherwise agreed, the registration of
transfer of shares shall operate as a waiver of the
company’s lien, if any, on such shares.
to 40.
of
For the purpose of enforcing such lien the Directors
may sell the shares subject thereto in such manners as
they shall think fit, but no sale shall be made until such
period as aforesaid shall have arrived and until notice
in writing of the intention to sell such shares shall have
been served on such member or the person (if any)
entiltled by transmission to the shares and default have
been made by him in payment, fulfilment, or discharge
of such debts, liabilities or engagements for 7 days after
such notice .
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INFORMATION MEMORANDUM
2013
Application
of 41.
proceeds of sale.
The net proceeds of any such sale after payment of the
costs of the such sale shall be applied in or towards the
satisfaction of such debts, liabilities or engagements of
such member and the residue (if any), shall subject to a
like lien for not presently payable, as existed upon the
shares before the sales be paid to such member or the
person (if any) entiltled by transmission to the shares so
sold .
Certificate
forfeiture.
of 42.
A certificate in writing under the hand of two Directors
that the call in respect of a share was made, and notice
thereof given, and default in payment of the call was
made by a resolution of the Directors to that effect, shall
be conclusive evidence of the facts stated therein as
against all persons entitled to such share.
Title
of 43.
purchaser
and
allottee
of
forfeited shares
sold to exercise
lien.
Upon any sale after forfeiture or for enforcing a lien in
purported exercise of the powers hereinbefore given,
the Board may appoint some persons to execute any
instrument of transfer of the shares sold and cause the
purchaser’s name to be entered in the Register of
members in respect of the shares sold and the
Company may receive the consideration, if any, given
for the share on any sale, re-allotted or other
disposition, thereof and the person to whom such share
is sold, re-allotted or disposed of may be registered as
the holder of the share and he shall not be bound to see
to the application of the consideration , if any, nor shall
his title to the share be affected by any irregularity or
invalidity in proceeding with reference to the forfeiture,
sale, re-allotment or other disposal of the share and
after his name has been entered in the Register of
members in respect of such share, the validity of the
sale shall not be impeached by any person.
Cancellation
of 44.
share certificate
Upon any sale, re-allotment or other disposal under the
provisions of the preceding Articles, the certificate
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2013
INFORMATION MEMORANDUM
in respect of the
share sold to
exercise lien.
originally issued in respect of the relevant shares shall
(unless the same shall on demand by the Company
have been previously surrendered to it by the
defaulting member) stand cancelled and become null
and void and of no effect, and the Directors shall be
entitled to issue a new certificate or certificates in
respect of the said shares to the person or persons
entitled thereto.
TRANSFER AND TRANSMISSION OF SHARES
Register
Transfers.
Register
renewed
Duplicate
certificates.
of 45.
of 46.
and
Form of transfer.
Application
transfer.
47.
for 48.
The company shall keep a book to be called the
“Register of Transfers” and therein shall be fairly and
distinctly entered the particulars of every transfer or
transmission of any share.
The company shall keep a book to be called the
“Register of Renewed and Duplicate Certificates” and
therein shall be fairly and distinctly entered the
particulars of the issue of renewed and duplicate
certificate in exchange for those which are sub-divided
or consolidated or in replacement of those which are
defaced, torn or old, decrepit worn out or rendered
useless.
The instrument of transfer of any share shall be in
writing and all the provisions of Section 108 of the Act
and of any statutory modification thereof for the time
being shall be duly complied with in respect of all
transfers of shares and the registration thereof
(1) An application for registration of transfer of the
share in the Company may be made either by
transferor or the transferee.
(2) Where the application is made by the transferor and
related to partly paid shares’ the transfer shall not be
registered unless the company gives notice of the
application to the transferee and the transferee makes
no objection to the transfer within two weeks from the
receipt of the notice.
(3) For the purpose of clause (2) above the notice to the
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INFORMATION MEMORANDUM
2013
transferee shall be deemed to have been duly given if it
is dispatched by pre-paid registered post to the
transferee at the address given in the instrument of
transfer and shall be deemed to have been duly
delivered at the time at which it would have been
delivered in the ordinary course of post.
Transfer to be 49.
executed by the
transferor
and
transferee.
Every such instrument of transfer shall be signed by the
transferor and transferee and the transferor shall be
deemed to remain the holder of such share until the
name of the transferee is entered in the Register of
Members in respect thereof.
Transfer not to be 50.
registered except
on production of
instrument
of
transfer.
The Company shall not register a transfer of shares in
the Company unless a proper instrument of transfer
duly stamped and executed by or on behalf of the
transferee and specifying the name, address and
occupation, if any, of the transferee has been delivered
to the Company within the prescribed period
alongwith the certificate relating to the shares or if no
such share certificate is in existence alongwith the letter
of allotment of the shares. Provided that whereon an
application in writing made to the Company by the
transferee and bearing the stamp required for an
instrument of transfer, it is proved to the satisfaction of
the Board of Directors that the instrument of transfer
signed by or on behalf of the transferee has been lost,
the Company may register the transfer on such terms as
to Indemnity as the Board may think fit. Provided
further that nothing in this Article shall prejudice any
power of the Company to register as shareholder any
person to whom the right to any shares in the Company
has been transmitted by operation of law.
Notice of transfer 50A
to
registered
holder.
Before registering any transfer tendered for
registration, the Company may, if it so thinks fit give,
notice by letter in the ordinary course to the registered
holder that such transfer deed has been lodged and that
unless objection is taken, the transfer will registered
and if such registered holder fails to lodge an objection
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INFORMATION MEMORANDUM
2013
in writing at the office of the company within four
weeks from the posting of such notice to him, he shall
be deemed to have admitted the validity of the said
transfer.
Directors
may 51.
refuse to register
transfer.
The Board may, subject to the right of appeal conferred
by section 111 of the Companies Act, 1956, decline to
register:
(a) the transfer of share not being a fully paid up share,
to a person of whom they do not approve; or
(b)any transfer of share on which the company has a
lien, provided that the registration of transfer shall not
be refused on the ground of transferor being either
alone or jointly with any person or person indebted to
the company on any account except a lien.
(c) The company shall comply with provisions of
Section 22 A of Securities Contracts (Regulations) Act,
1956, as regard to free transferability and registration of
transfer of shares/ debentures.
Notice of refusal 52.
to be given to
transferor
and
transferee.
If the company refuses to register the transfer of any
share or transmission of any right therein, the company
shall within one month from the date on which the
instrument of transfer or intimation of transmission
was lodged with the company send notice of refusal to
the transferee and transferor or the person giving
intimation of the transmission as the case may be, and
there upon the provisions of section 111 of the Act or
any statutory modification thereof for the time being in
force shall apply.
Transfer by legal 53.
representative.
A transfer of a share in the Company of deceased
member thereof made by his legal representative shall
although the legal representative is not himself a
member be as valid as if he had been a member at the
time of the execution of the instrument of transfer.
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INFORMATION MEMORANDUM
Custody
instrument
transfer.
2013
of 54.
of
The instrument of transfer shall after registration be
retained by the Company and shall remain in its
custody. All instruments of transfer which the Directors
may decline to register, shall on demand be returned to
the person depositing the same. The Directors may
cause to be destroyed all transfer deeds lying with the
Company for the period of eight years or more.
Closure
of 55.
transfer books.
The Directors shall have power, on giving not less than
seven days previous notice by advertisement as
required by Section 154 of the Act to close the transfer
books of the Company, the Register of Members or the
Register of Debenture-holders at such time or times and
for such period or periods of time not exceeding in the
whole 45 days in each year but not exceeding 30 days at
a time as may seem expedient to the Board.
Title of shares of 56.
deceased holder.
The executors or administrators or the holder of a
Succession Certificate in respect of the estate of a
deceased member( not being one or two or more joint
holders) shall be the only persons recognised by the
Company having any title to the shares registered in
the name of such member and the Company shall not
be bound to recognise such executors or administrators
unless such executors or administrators shall have first
obtained Probate or Letters of Administration or
Succession Certificate as the case may be, from a
Competent Court in India, provided that in any case
where the Directors in their absolute discretion think
fit, the Directors may dispense with the production of
Probate or Letter of Administration or Succession
Certificate and under the Provisions of Article 57,
register the name of any person who claims to be
absolutely entitled to the shares standing in the name of
a deceased member, as a member.
Subject to the provisions contained in Article 51 and 52
hereof, any person becoming entitled to a share in
consequence of the death, lunacy or insolvency of any
member, upon producing proper evidence of the grant
of Probate or Letters of Administration or Succession
Transmission
clause.
57.
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INFORMATION MEMORANDUM
2013
Certificate or such other evidence that he sustains the
character in respect of which he proposes to act, with
the consent of the Board (which it shall not be under
any obligation to give), be registered as a member in
respect of such shares, or may subject to the regulations
as to transfer hereinbefore contained, transfer such
shares. This article is herein referred to as the
transmission clause.
Power to refuse 58.
registration.
Subject to provisions of the Act and these Articles, the
Directors shall have the same right to refuse to register
as a member a person entitled by transmission to any
shares or his nominees as if he were the transferee
named in an ordinary transfer presented for
registration.
Persons entitled 59.
may
receive
dividend without
being registered
as a member.
A person entitled to a share by transmission shall, be
subject to the right of the Directors to retain such
dividends or money as hereinafter provided, be entitled
to receive, and may give a discharge for any dividends
or other moneys payable in respect of the share.
Board
may 60.
require evidence
of transmission.
Every transmission of a share shall be verified in such
manner as the Directors may require and the Company
may refuse to register any such transmission until the
same be so verified or until or unless an indemnity be
given to the Company with regard to such registration
which the Directors at their discretion shall consider
sufficient provided nevertheless that there shall not be
any obligation on the Company or the Directors to
accept any indemnity.
Fee on transfer or 61.
transmission.
The company shall not charge any fee on registration of
transfer or transmission.
Company
not 62.
liable
for
disregard of a
notice prohibiting
registration of
The Company shall incur no liability or responsibility
whatsoever in consequence of its registering or giving
effect to any transfer of share made or purporting to be
made by any apparent legal owner thereof (as shown or
appearing in the Register of Members) to the prejudice
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INFORMATION MEMORANDUM
transfer.
Increase
Capital.
Reduction
Capital.
2013
of persons having or claiming any equitable rights, title
or interest to or in the said share notwithstanding that
the company may have had notice of such equitable
right, title or interest or may have received a notice
prohibiting registration of such transfer and may have
entered such notice or referred such notice thereto in
any book of the Company and the company shall not
be bound or required to regard or attend or give effect
to any notice which may be given to it of any equitable
right, title or interest or be under any liability
whatsoever for refusing or neglecting so to do though
it may have been entered or referred to in some book of
the Company but the company shall nevertheless be at
liberty to regard and attend to any such notice and give
effect thereto if the Directors shall so think fit.
INCREASE, REDUCTION AND ALTERATION OF CAPITAL
of 67.
The Company may from time to time by special
resolution in General Meeting increase its share capital
by the creation and issue of new shares of such amount
as it thinks expedient. Subject to the provisions of the
Act, the shares shall be issued upon such terms and on
conditions and with such rights and privileges annexed
thereto as the General Meeting creating the same shall
direct and if no direction be given, as the Directors shall
determine. Such shares may be issued with a
preferential or qualified right as to dividends, and in
the distribution of assets of the Company, and with a
right of voting at a General Meeting of the Company in
conformity with sections 87 & 88 of the Act. Whenever
the capital of the Company has been increased under
the provision of this Article, the Directors shall comply
with the provisions of Section 97 of the Act.
of 71.
The Company may, subject to the provisions of Section
78, 80, 100 to 105 inclusive of the Act, from time to time
by special resolution reduce its share capital and any
capital Redemption Reserve Account of Share Premium
Account in any way authorised by law and in
particular may pay off any paid-up share capital upon
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INFORMATION MEMORANDUM
2013
the footing that it may called up again or otherwise and
may, if and so far as is necessary, alter its
Memorandum by reducing the amount of its share
capital and of its shares accordingly.
MODIFICATION OF RIGHTS
Modification of 73.(A)
If at any time the share capital is divided into different
rights of any class
classes, the rights attached to any class of shares (unless
of shares.
otherwise provided by the terms of issue of the shares
of that class) may, subject, to the provisions of Section
106 and 107 of the Act, be modified, abridged,
commuted, affected, abrogated or varied (whether or
not the company is being wound up) with the consent
in writing of the holders of not less than three forth of
the issued shares of that class or with the sanction of
special resolution passed at a separate meeting of the
holders of the class of shares, and all the provisions
herein-after contained as to General Meeting shall
mutatis mutandis apply to every such Meetings.
Power to borrow.
75.
BORROWING POWERS
Subject to the provisions of Section 292 and 293 of the
Act and these Articles and without prejudice to the
other powers conferred by these Articles, the Directors
shall have the powers, from time to time at their
discretion, by a Resolution passed at a meeting of the
Board and not by resolution by circulation, to accept
deposits from members, either in advance calls or
otherwise, and generally raise or borrow or secure the
payment of any sum or sums moneys for the purposes
of the Company provided that the total amount
borrowed at any time together with the moneys already
borrowed by the Company (apart from temporary
loans obtained from the Company’s Banker’s in the
ordinary course of business) shall not, without the
consent of the Company in General Meeting, exceed the
aggregate of the paid-up capital of the company and its
free reserves that is to say reserves not set apart for any
specific purpose. Such consent shall be obtained by an
ordinary resolution which shall provide for the total
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amount up to which moneys may be borrowed by the
Board. The expression “Temporary Loans” in this
article means loans repayable on demand or within six
months from the date of the loan, such as short term
cash credit arrangements, discounting of bills and the
issue of other short term loans of seasonal character but
does not include loans raised for the purpose of
financing expenditure of a capital nature.
Conditions
on 76.
which
money
may
be
borrowed.
Subject to the provisions of the Act and these Articles,
the Directors may, by resolution passed at the meeting
of the Board and not by resolution by circulation, raise
and secure the payment of such sum or sums in such
manner and upon such terms and conditions in all
respects as they think fit and in particular by the issue
of bonds, perpetual or redeemable bonds, debentures
or debenture-stock, or other securities issued or to be
issued by the company shall be under control of the
Directors who may issue them upon such terms and
conditions and in such manner and for such
consideration as they shall consider to be for the benefit
of the Company.
Transfer
debentures,
bonds etc.
Save as provided in Section 108 of the Act, no transfer
of debenture shall be registered unless a proper
instrument of transfer duly stamped and executed by
the transferor and transferee has been delivered to the
Company together with the certificate or certificates of
debentures, bonds. If the Board refuses to register the
transfer which was lodged with the Company. Sent to
the transferee and to transferor notice of the refusal.
of 77A.
Annual General 84.
Meetings.
GENERAL MEETINGS
(1) The Company shall in addition to any other
meetings, hold a General Meeting (herein called an
“Annual General Meeting”) at the intervals and in
accordance with the provisions herein specified. The
company shall hold its first Annual General Meeting
within Eighteen months from the date of incorporation
of the company and if such General Meeting is held
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INFORMATION MEMORANDUM
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within such period it shall not be necessary for the
company to hold any Annual General Meeting in the
year of its incorporation or in the following years, but
subject to the aforesaid provisions Annual Meeting
shall be so held at least once in every calendar year and
within six months after the expiry of each financial year
and that not more than fifteen months shall elapse
between the date of one Annual General Meeting and
the next provided, however, that if the Registrar of the
Companies shall have for any special reason extended
the time within which any Annual General Meeting
shall be held by a further period not exceeding three
months, the Annual General Meeting may be held
within the additional time allowed by the Registrar of
Companies.
(2) Every Annual General Meeting shall be called for at
a time during business hours and on such day (not
being public holiday) as the Directors may from time to
time determine and it shall be held either at the
Registered Office of the Company or at some other
place within the city, town or village in which the
Registered Office of the Company is situated. The
company may by a resolution of passed at one Annual
General Meeting, fix the time for its subsequent annual
General Meeting. The notice calling the meeting shall
specify it as the Annual General Meeting.
Notice
meeting.
of 88.
(1) A General Meeting of the Company may be called
by giving not less than twenty one day’s notice in
writing.
(2) However a General Meeting may be called after
giving shorter notice than twenty one days, if the
consent is accorded thereto :(i) in the case of an Annual General Meeting by all the
members entitled to vote thereat, and
(ii) in case of any other meeting by Members of the
Company holding not less than 95 percent or such part
of the paid up share capital of the Company as gives a
right to vote at that meeting.
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INFORMATION MEMORANDUM
Appointment
Proxy.
of 121.
2013
Every proxy shall be appointed by an instrument in
writing signed by the appointer or his attorney duly
authorised in writing, or if the appointer is a body
corporate, be under its seal or be signed by an officer or
an attorney duly authorised by it.
Deposit
and 122.(1)
validity
of
instrument
of
appointment.
The instrument of proxy shall be deposited at the office
of the Company not less than forty-eight hours before
the time for holding the meeting at which the person
named in the instrument proposes to vote and in
default the instrument of proxy shall not be treated as
valid.
Validity of Votes 125.
given by proxy
notwithstanding
death of member
etc.
A vote given in accordance with the terms of an
instrument of proxy shall be valid notwithstanding the
previous death of the principal or revocation of the
proxy under which such proxy was signed provided
that no intimation in writing of the death or revocation
shall have been received before the commencement of
the meeting.
Number
Directors.
of 128.
Directors
contract
Company.
may 138.(1)
with
DIRECTORS
Unless otherwise determined by Special Resolution, the
number of the Directors of the company shall not be
less than three and more than twelve including the
Nominated Directors (the ex-offico Director referred to
in Article 129) and the Debenture Director referred to in
Article 130.
The persons hereinafter named shall be the first
Directors of the Company.
1. Mr. Praveen Kumar Jain
2. Mr. Bhikam Kumar Singhi
3. Mr. Chandresh Kumar Jain
Subject to the provisions of sub-clauses (2),(3),(4) and
(5) of this article and the restrictions imposed by Article
145 and the other Articles hereof and the Act and the
observance and fulfilment thereof, no Director shall be
disqualified by his office from contracting with the
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INFORMATION MEMORANDUM
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company for any purpose and in any capacity
whatsoever including either as vendor, purchaser,
agent, broker, or otherwise nor shall any such contract
or any other contract or arrangement entered into by or
on behalf of the Company in which any Director shall
be in any way interested be avoided nor shall any
Director so contracting or being so interested be liable
to account to the Company for any profit realised by
such contract or arrangement by reason only such
Director holding office, or of the fiduciary relation
thereby established, but the nature of his interest must
be disclosed by him as provided by subclauses (2), (3)
and (4) hereof.
Retirement
Rotation
Removal
Directors.
RETIREMENT AND ROTATION OF DIRECTORS
by 146(1)
Not less than two-third of the total number of Directors
of the Company shall be persons whose period of office
is liable to determination. by retirement of Directors by
rotation, and save as otherwise expressly provided in
the Act and these Articles, be appointed by the
Company in General Meeting.
of 153(1)
Subject to the provisions of Section 284 of the Act, these
Articles and the Collaboration Agreement the
Company may, by ordinary resolution, remove any
Director other than the Directors nominated by PAIC
before the expiration of his period of office and may
appoint another person in his place. The person so
appointed shall be subject to retirement, at the same
time and in the same manner, as the Director in whose
place he is appointed.
(2)
Special notice as provided by Article 94 and Section 190
of the Act shall be given of any resolution to remove a
Director under this Article or to appoint some other
person in place of a Director so removed at the meeting
at which he is removed.
(3)
On receipt of any such resolution to remove a Director
under this Article, the Company shall forthwith send a
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copy thereof to the Director concerned and the Director
(whether or not he is a member of the Company) shall
be entitled to be heard on the resolution at the meeting.
(4)
Where notice is given of a resolution to remove a
Director under this Article, the Director concerned
makes with respect thereto representation in writing to
the Company (not exceeding a reasonable length) and
requests their notification to members of the Company,
the Company shall unless the representation is received
by it too late for it to do so (a) in the notice of the
resolution given to the members of the Company state
the fact of the representation having been made; and (b)
send a copy of the representation to every member of
the Company, and if a copy of the representation is not
sent as aforesaid because it was received too late or
because of the Company's default, the Director may
(without prejudice to his right to be heard orally)
require that the representation shall be read out at the
meeting. Provided that copies of the representation
need not to be sent or read out at the meeting, if on the
application either of the Company or of any other
person who claims to be aggrieved, the Court is
satisfied that the rights conferred by this sub-clause are
being abused to secure needless publicity for
defamatory matter
(5)
A vacancy created by the removal of a Director under
this Article may, if he had been appointed by the
Company in General Meeting or by the Board in
pursuance of Article 132 or Section 262 of the Act be
filled by the appointment of another Director in his
place by the meeting at which he is removed; Provided
a special notice of the intended appointment has been
given under sub-clause (2) hereof. A Director so
appointed shall hold office until the date up to which
his predecessor would have held office if he had not
been removed as aforesaid.
(6)
If the vacancy is not filled under sub-clause (5), it may'
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INFORMATION MEMORANDUM
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be filled as a casual vacancy in accordance with the
provisions (in so far as they are applicable) of Article
132 or Section 262 of the Act and all the provisions of
that Section shall apply accordingly.
(7)
(8)
A Director who was removed from office under this
Article shall not be appointed as Additional Director by
the Board of Directors
Nothing contained in this Article shall be taken:(a)
As depriving a person removed thereunder of
any compensation or damages payable to him in
respect of the termination of his appointment as
Director or of any appointment terminating with that as
Director; or
(b)
As derogating from any power to remove a
Director which may exist apart from this Article
INCREASE OR REDUCTION IN THE NUMBER OF
DIRECTORS AND
ALTERATION IN THEIR
QUALIFICATION
The
Company 154
may increase or
reduce number of
Directors
and
alter
their
qualifications.
Meeting
Directors.
Subject to the provisions of the Act and these Articles,
the Company may by a special Resolution from time to
time increase or reduce, within the maximum limit
permissible the number of Directors. Provided that any
increase in the number of Directors exceeding 12 shall
not have any effect unless approved by the Central
Government and shall become void if and so far it is
disapproved by the Government.
PROCEEDINGS OF BOARD OF DIRECTORS
of 155.
The Directors may meet together as a Board for the
despatch of business from time to time unless the
Central Government by virtue of the provisions to
Section 285 otherwise directs, and shall so meet at least
once in every three months and at least four such
meetings shall be held in every year, and they may
adjourn and otherwise regulate their meetings and
proceedings as they deem fit. The provisions of this
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INFORMATION MEMORANDUM
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Article shall not be deemed to be contravened merely
by reason of the fact that meeting of the Board which
had been called in compliance with the terms herein
mentioned could not be held for want of a quorum.
Quorum
157.
Subject to the provision of Section 287 and other
applicable provisions (if any) of the Act, the quorum for
a meeting of the Board of Directors shall be one third of
the total strength of the Board of Directors (excluding
Directors, if any, whose place may be vacant at the time
and any fraction contained in that one-third being
rounded off as one) or two Directors, whichever is
higher; provided that where at any time the number of
interested Directors exceeds or is equal to two-third of
the total strength, the number of remaining Directors,
that is to say, the number of Directors who are not so
interested and are present at the meeting not being less
than two shall be the quorum during such meeting. A
meeting of the Directors for the time being at which
quorum is present, shall be competent to exercise all or
any of the authorities, powers and directions by or
under the Act or the Articles of the Company, for the
time being vested in or exerciseable by the Board of
Directors generally.
Question
at 161.
Board
Meeting
how
decided
(Casting Vote).
Questions arising at any meeting shall be decided by a
majority of votes and in the case of an equality of votes,
Chairman of the meeting whether the Chairman
appointed by virtue of these articles or the Director
presiding at such meeting shall, have a second or
casting vote.
General Power.
168 (1).
POWER OF DIRECTORS
Subject to the provisions of the Act and these Articles,
the Board of Directors of the Company shall be entitled
to exercise all such powers and to do all such acts and
things as the Company is authorised to exercise and do;
provided that the Board shall not exercise any power
or do any act or thing which is directed or required
whether by the Act or any other law or by the
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INFORMATION MEMORANDUM
Memorandum or these Articles or otherwise to be
exercised or done by the Company in General Meeting
provided further that in exercising any such power or
doing any such act or thing the Board shall be subject to
the provisions contained in that behalf in the
Memorandum or in these Articles or in any regulations
not in consistent therewith duly made thereunder
including regulations made by the Company in General
Meeting.
(2)
Powers
appoint
Managing
Director.
No regulation made by the Company in General
Meeting shall invalidate any prior act of the Board
which would have been valid if that regulation had not
been made.
MANAGING DIRECTOR OR WHOLETIME DIRECTORS
to 172 (a)
Subject to the provisions of Sections 269, 316 and 317
and other applicable provisions of the Act, the Board
shall, from time to time, appoint one of the Directors as
Managing Director of the Company.
Power to appoint
wholetime
Director.
(b)
Subject to the provisions of Section 269 and other
applicable provisions of the Act, the Board may from
time to time, appoint two Directors as whole time
Directors of the Company for such term not exceeding
five years at a time, and may from time to time remove,
dismiss them from office and appoint another in their
place. Such appointment of whole time Directors shall
be approved by a special resolution in the General
Meeting.
Duties and power
of
wholetime
Director.
(c)
The whole time Director or Directors, so appointed
shall carry out such functions and have such powers as
may be entrusted and/or delegated to him or them by
the Board of Directors in consultation with the
Managing Director. The wholetime Director or
Directors shall work under the supervision and control
of Managing Director.
Managing
173.
The Managing Director shall be a wholetime Director of
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INFORMATION MEMORANDUM
Director to be
non-rotational
and a wholetime
Director
Remuneration of
Managing
Director/whole
time Directors
Powers
Duties of
Managing
Director
2013
the Company. A Managing Director so appointed shall
not while holding the office be subject to retirement by
rotation but he shall be taken into account in
determining the number of Directors to retire by
rotation.
174.
The remuneration of the Managing Director or
Wholetime Directors (subject to the provisions of
Section 309 and other applicable provisions of the Act
and of these Articles and of any contract between him
or them and the Company) shall be in accordance with
the terms of his or their contract with the Company.
and 175
Subject to the provisions of the Act and to the terms of
resolution of the Company in General Meeting or of
any Resolution of the Board, the Managing Director
shall have effective control of the day to day
Management
of
the
Company,
under
the
superintendence, control and direction of the Board. He
may, subject to the approval of the Board, have power
to do all, acts, matters, and things deemed necessary,
power or expedient for carrying on the business and
concerns of the Company, including power to appoint,
suspend and dismiss officers staff and workman of the
Company and to exercise such powers as are delegated
to him by the Board or as may be detailed in the
agreement between him and the Company in such
matters as incurring capital and revenue expenditure
on behalf of the Company, entering into contracts,
taking suitable legal actions, operating of bank account,
making investment and other subjects.
REGISTER, BOOKS AND DOCUMENTS
Register, Books 177 (1).
The Company shall maintain all Registers, Books. and
and Documents
Documents as required by the Act or these Articles
to be maintained
including the following namely :by the Company.
(a) Register of Investments held in the Company's name
according to Section 49 of the Act.
(b) Register of Debentures and Charges according to
Section 143 of the Act.
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INFORMATION MEMORANDUM
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(c) Register of Members and Index of Members
according to sections 150 and 151 of the Act.
(d) Register and Index of Debenture-holders according
to Section 152 of the Act.
(e) Register of Contracts with and of Companies and
Firms in which the Directors are interested according to
Section 301 of the Act, and shall enter therein the
relevant particulars contained in Sections 297 and 299
of the Act.
(f)Register of Directors and Managing Directors
according to Section 303 of the Act.
(g) Register of Shareholdings and Debenture holdings
of Directors according to Section 307 of the Act.
(h) Register of investments in Shares or Debentures of
bodies corporate according to Section 372 of the Act.
(i) Books of account in accordance with provisions of
Section 209 of the Act.
(j)Copies of instruments creating any charges requiring
registration according to Section 136 of the Act.
(k) Copies of Annual Returns prepared under Section
159 of the Act together with the copies of the certificates
required under Section 161 of the Act.
(1)
(2)
(3)
Register of Renewed and Duplicate Certificates
according to Rule 7(2) of companies (Issue of Share
Certificates) Rules, 1960.
The said Registers, Books and Documents shall be
maintained in conformity with the applicable
provisions of the Act and shall be kept open for
inspection for such person as may be entitled thereto
respectively, under the Act, on such days and during
such business hours as may, in that behalf be
determined in accordance with the provisions of the
Act, or these articles and extracts shall be supplied to
those persons entitled thereto in accordance with the
provisions of the Act or these Articles.
The Company may keep a foreign Register of Members
in accordance with Sections 157 and 158 of the Act.
Subject to provision of Sections 157 and 158 of the Act,
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INFORMATION MEMORANDUM
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the Directors may from time to time make such
provisions as they may think fit in respect of the
keeping of such Branch Registers of Members and or
Debenture holders.
Payment
interest out
of capital.
Division
Profits.
of 181.
of 182.
INTEREST OUT OF CAPITAL
Where any shares are issued for the purpose of raising
money to defray the expenses of the construction of any
works or buildings or the provisions of any plant,
which cannot be made profitable for a lengthy period,
the Company may pay interest on so much of that
share capital as is for the time being paid up for the
period, at the rate, and subject to the conditions and
restrictions provided by Section 208 of the Act and may
charge the same to capital as part of the cost of
construction of the works of buildings or the provisions
of plant.
DIVIDENDS
The profit of the company, subject to the provision of
these Articles, shall be divisible among the members in
proportion to the amount of capital paid up on the
shares held by them respectively. Provided always that
capital paid up on a share during the period in respect
of which a dividend is declared, shall unless the terms
of issue otherwise provide, only entitle the holder of
such share to an apportioned amount of such dividend
proportionate to the capital from time to time paid up,
during such period on such share.
Capital paid up 183.
in advance at
interest not
to earn dividend.
Where capital is paid up in advance of calls upon the
footing that the same shall carry interest, such capital
shall not whilst carrying interest confer a right to
dividend or to participate in profits.
Dividends
in 184.
proportion
to
amount paid up.
The company may pay dividends in proportion to the
amount paid up or credited as paid up or credited as
paid on each share, where a larger amount is paid up or
a credited as paid up on shares than no others.
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The Company in 185.
General Meeting
may declare a
dividend.
The Company in General Meeting may. subject to the
provisions of Section 205 of the Act, declare a dividend
to be paid to the members according to their respective
rights and interests in the profit and subject to the
provisions of the Act may fix the time for its payment.
When a dividend has been so declared either the
dividend shall be paid or the warrant in respect thereof
shall be posted within 42 days of the date of the
declaration to the shareholders entitled to the payment
of the same.
Reserves
Subject to the provision of the Act the Board shall in
accordance with Section 205(2A) of the Act before
recommending any dividend, set aside out of the
profits of the Company such sums as it thinks proper as
reserves which shall, at the discretion of the Board, be
applicable for any purpose to which the profits of the
Company may be properly applied and such
application may at the discretion, either be employed in
the business of the company or be invested in such
investments. The Board may also carry forward any
profit which it may think prudent not to divide without
settle the aside as a reserves.
Power
of
Company to limit
dividend.
186.
(i) No larger dividend shall be declared than is
recommended by the Directors but the Company in
General Meeting may declare a smaller dividend. No
dividend shall be payable except out of the profits of
the year or any other undistributed profits of the
Company, or otherwise than in accordance with the
provisions of section 205. 206 and 207 of the Act and no
dividend shall carry interest as against the Company.
The declaration of the Directors as to the amount of the
net profits of Company shall be conclusive.
(ii)
No unclaimed or unpaid dividend shall be
forfeited by the Company and the same shall be dealt
with in accordance with Section 205 A and 205 B of the
Companies Act, 1956.
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INFORMATION MEMORANDUM
Interim
Dividend.
2013
187.
Subject to the provisions of the Act, the Directors may,
from time to time, pay to the members such interim
dividends as in their judgment the position of the
Company justifies.
No member to 189.
receive dividend
whilst indebted
to the Company
and Company's
right of
reimbursement
thereout.
Subject to the provisions of the Act no member shall be
entitled to receive payment of any interest or dividend
in respect of his share or shares whilst any money may
be due or owing from him to the Company in respect of
such share or shares or otherwise howsoever either
alone or jointly with any other person or persons, and
the Directors may deduct from the interest or dividend
payable to any member all sums of money due from
him to the Company.
Transfer of shares 190.
must
be
registered.
A transfer of shares shall not pass the rights to any
dividend declared thereon before the registration of the
transfer.
Dividends how
remitted.
191.
Unless otherwise directed any dividend may be paid by
cheque or warrant sent through post to the Registered
address of the members or person entitled to the shares
or in the case of joint holders to that one of them first
named in the Register in respect of the joint holding.
Every such cheque or warrant shall be made payable to
the order of the person to whom it is sent. The company
shall not be liable or responsible for any cheque or
warrant lost in transaction or for any dividend lost to
the member or other person entitled thereof by the
forged endorsement of any cheques or warrant or the
fraudulent or improper recovery thereto by any other
means.
Unclaimed
dividends
192
No unclaimed dividend shall be forfeited by the Board
unless the claim thereto becomes barred by law and the
unclaimed dividend shall be dealt with in accordance
with the provisions of Section 205 (A) of the Act.
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INFORMATION MEMORANDUM
Dividend and call 193
together.
Any General Meeting declaring a dividend may on the
recommendation of the Directors make a call on the
members for such amount as the meeting fixes, but so
that the call to each member shall not exceed the
dividend payable to him and so that the call may be
made payable at the same time as the dividend may, if
so arranged between the company and the members be
set off against the call.
CAPITALISATION
Capitalisation
194 (1)
Any General Meeting may resolve that any amount
standing to the credit of the Share Premium Account or
the Capital Redemption Reserve Account or any
moneys. investments or other assets forming part of the
undivided profits (including profits or surplus moneys
arising from the realization) and where permitted by
law from the appreciation in value of any capital assets
of the Company standing to the credit of the General
Reserve or any Reserve Fund or any other fund of the
Company or in the hands of the Company and
available for dividend be capitalized :(a)
By the issue and distribution as fully paid up
shares of the Company; or
(b)
by crediting shares of the Company which may
have been issued and are credited as partly paid up
with the whole or any part of the sum remaining
unpaid thereon.
Provided that any amount standing to the credit of the
Share Premium Account or the capital Redemption
Reserve Account shall be applied only in crediting the
payment of capital on shares of the Company to be
issued to members (as herein provided) as fully paid
bonus shares.
(2)
Such issues and distribution under (1) (a) above and
such payment to the credit of unpaid share capital
under (1) (b) above shall be made to, amongst and in
favour of the members or any class of them or any of
them entitled thereto in accordance with their
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respective rights and interest and in proportion to the
amount of the capital paid up on the shares held by
them respectively in respect of which such distribution
under (1) (a) or payment under (1) (b) above shall be
made on the footing that such members become
entitled thereto as capital.
(3)
The Directors shall give effect to any such resolution
and apply such portion of the profit, General Reserve
or Reserve Fund or any other Fund or account as
aforesaid as may be required for the purpose of making
payment in full for the shares of the Company so
distributed under (1) (a) above or (as the case may be)
for the purpose of paying in whole or in part the
amount remaining unpaid on the shares which may
have been issued and are not fully paid under 1 (b)
above, provided that no such distribution or payment
shall be made unless recommended by the Directors
and if so recommended such distribution or payment
shall be accepted by such members as aforesaid in full
satisfaction of their interest in the said capitalised sum.
(4)
For the purpose of giving effect to any such resolution
the Directors may settle any difficulty which may arise
in regard to the distribution or payment as aforesaid as
they think expedient and in particular they may issue
fractional certificates and may fix the value for
distribution of specific assets and may determine that
cash payments be made to any members on the footing
of the value so fixed and may vest any such cash or
shares in trustees upon such trusts for the persons
entitled thereto as may deem expedient to the Directors
and generally may make such arrangement for the
acceptance, allotment and sale of such shares and
fractional certificates or otherwise as they may think fit.
(5)
Subject to the provisions of the Act and these Articles in
cases where some of the shares of the Company are
fully paid up and others are partly paid-up only, such
capitalisation may be effected by the distribution of
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further shares in respect of the fully paid shares, and by
crediting partly paid shares with the whole or part of
the unpaid liability thereof but so that as between the
holders of the fully paid shares and the partly paid
shares the sum so applied on the payment of such
further shares, and in the extinguishment or
diminuation of the liability on the partly paid shares
shall be so applied pro-rata in proportion to the amount
then already paid or credited as paid on the existing
fully paid shares respectively.
(6)
When deemed requisite a proper contract shall be made
in accordance with the Act and the Board may appoint
any person to sign such contract on behalf of the
members entitled as aforesaid and such appointment
shall be effective.
AUDIT
Accounts to be 205.
audited.
Once at least in every year the accounts of the
Company shall be balanced and audited and the
correctness of the Profit and Loss Account and Balance
ascertained by one or more Auditors.
Appointment
Auditors.
Subject to the provisions of Sections 224 and 224-A of
the Act, the Company at every Annual General Meeting
shall appoint an Auditor or Auditors to hold office
from the conclusion of one annual General meeting
until the conclusion of the next Annual General
Meeting and shall within seven days of the
appointment, give intimation thereof to every Auditor
so appointed unless he is retiring Auditor.
of 206 (1).
Audit of Branch 207.
Offices.
The Company shall comply with the provisions of
Section 228 of the Act in relating to the audit of the
accounts of branch offices of the Company except to the
extent which any exemption may be granted by the
Central Government in that behalf.
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Right to receive 209. (2)
Notice of
General Meeting
etc.
All notices of and other communications relating to any
General Meeting of the Company which any member of
the Company is entitled to have received shall also be
forwarded to the Auditors of Company, and the
Auditors shall be entitled to attend any General
Meeting and to be heard at any General Meetings
which he attends on any part of the business which
concerns him as Auditors.
Auditor’s report
The Auditors shall make a Report to the Members of
the Company on the accounts examined by him and on
every Balance Sheet and Profit and loss Account, and
on every other document declared by the Act to be part
of or annexed to the Balance Sheet or Profit and Loss
Account which are laid before the Company in Annual
General Meeting during his tenure of office, and the
Report shall state whether, in his opinion and to the
best of his information and according to the
explanations given to him the said accounts give the
information required by the Act in the manner so
required and give a true and fair view:(i)
In the case of Balance Sheet, of the State of the
Company's affairs as at the end of its financial year; and
209. (3)
(ii)
in case of the Profit and Loss Account, of the
profit or loss for its financial Year.
Accounts when 210.
audited
and
approved to be
conclusive except
as to
errors discovered
within
three months
Every account when audited and approved by a
General Meeting shall be conclusive except as regards
any error discovered therein within three months next
after the approval thereof. Whenever any such error is
discovered within that period, the account shall
forthwith be corrected and thereafter it shall be
conclusive and a copy of the accounts as corrected shall
be filled with the Registrar.
Distribution
Assets
WINDING UP
If the Company shall be wound up, and the assets
available for distribution among the members, as such,
of 220.
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shall be insufficient to repay the whole of the paid up
capital, such assets shall be distributed so that as nearly
as may be, possible the losses shall be borne by the
members in proportion to the capital paid up or, which
ought to have been paid up, at the commencement of
winding up, on the shares held by them respectively.
And if in a winding up the assets available for
distribution among the members shall be more than
sufficient to repay the whole of the capital paid up at
the commencement of the winding up, the excess shall
be distributed amongst the members in proportion to
the capital paid up, at the commencement of winding
up or which ought to have been paid up on the shares
held by them respectively. But this Article is without
prejudice to the rights of holders of shares issued upon
special terms and conditions.
Secrecy Clause.
223. (a)
(b)
SECRECY CLAUSE
Every Director, Manager, Auditor Treasurer, Trustee,
Member of a committee, officer, servant, agent,
accountant and other persons employed in the business
of the Company, shall if so required by the Directors,
before entering upon his duties sign a declaration
pledging himself to observe strict secrecy respecting all
transactions and affairs of the Company with the
customers and the state of the accounts with
individuals and in matters related thereto, and shall by
such declaration pledge himself not to reveal any of the
matters which may come to his knowledge in the
discharge of his duties except when required so to do
by the Directors or by law or by the persons to whom
such matters relate and except so far as may be
necessary in order to comply with any of the provisions
in these presents contained.
No member shall be entitled to visit or inspect the
Company's work without the permission of Directors
or the Managing Director or to require discovery of any
information respecting any detail of the Company's
trading or any matter which is or may be in that nature
of a trade, mystery of trade or secret process, which
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may relate to the conduct of the business of the
Company and which in the opinion of the Directors or
the Managing Director it will be inexpedient in the
interest of the members of the Company to
communicate to the public.
INDEMNITY AND RESPONSIBILITY
Directors
and 224. (a)
others right to
indemnity
(b)
Individual
responsibility
of Directors.
225.
Subject to the provision of Section 201 of the Act every
Director of the Company or the Managing Director,
Manager, Secretary and other officer or employee of the
Company and all Trustees (if any) for the time being
acting in co-relation to any of the affairs of the
Company and every one of them shall be indemnified
by the Company against, and it shall be the duty of the
Directors out of the funds of the Company to pay all
costs, losses and expenses (including travelling expenses) which any such Director, Managing Director,
Officer or employee and the trustees (if any) for the
time being acting in co-relation to any of the affairs of
the Company may incur or become liable to by reason
of any contract entered into any act or deed done by
him as such Director, Officer or servant or in any way
in the discharge of his duties.
Subject to as aforesaid every Director, Managing
Director, Manager, Secretary or other officer or
employee of the company or the Trustees (if any) for
the time being acting in relation to any of the affairs of
the Company and every one of them shall be
indemnified against any liability incurred by him in
defending any proceedings, whether civil or criminal in
which judgment is given in his favor or in which he is
acquitted or in connection with any applications under
section 633 of the Act, in which relief is given to him by
court.
Subject to the provisions of Section 201 of the Act no
Director or the Managing Director or other officer of the
Company shall be liable for the acts, omissions,
neglects, defaults of any other Director or Officer or for
joining in any omission or other act for conformity, or
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for any loss or expenses suffered by the Company
through insufficiency or deficiency of title to any
property acquired by order of the Directors for or on
behalf of the Company, or for the insufficiency or
deficiency of any security in or upon which any of the
moneys of the Company or Corporation with whom
any moneys, securities or effects shall be invested or for
any loss or damage arising from the bankrupty,
insolvency, or tortious act of any person, Company or
Corporation with whom any moneys, securities or
effects shall be entrusted or deposited, or for any loss
occasioned by any error of judgment or oversight on
his part or for any other loss or damages or misfortune
whatsoever which shall happen in the execution of the
duties of his office or in relation thereto, unless the
same happens through his own dishonesty, wilful
neglect or default.
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IX. DECLARATION
All relevant provisions of the Companies Act, 1956, and the guidelines issued by
the Government of India or the regulations issued by Securities and Exchange
Board of India, applicable, as the case may be, have been complied with and no
statement made in this Information Memorandum is contrary to the provisions of
the Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or
the rules made or guidelines or regulations issued there under, as the case may
be, and that all approvals and permissions required to carry on the business of
our Company have been obtained, are currently valid and have been complied
with. We further certify that all the statements in this Information Memorandum
are true and correct.
For B.P. Capital Limited
Peeyush Aggarwal
Director
Date:
Place: New Delhi
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