(In accordance with BSE Direct Listing Norms) MOONGIPA ... · 6/23/2015 INFORMATION MEMORANDUM (In...

6/23/2015

INFORMATION MEMORANDUM (In accordance with BSE Direct Listing Norms)

MOONGIPA SECURITIES LIMITED

Regd. Office: 18/14, W.E.A. Pusa Lane, Karol

Bagh, New Delhi -110005

E-mail Id: [email protected] Tel. No.: +91 11-41450121

mailto:[email protected]

INFORMATION MEMORANDUM

Moongipa Securities Ltd 2


MOONGIPA SECURITIES LIMITED [Originally Incorporated as a Private Limited Company in the name & style of Moongipa Securities Private Limited with the Registrar of Companies, NCT of Delhi & Haryana vide Certificate of Incorporation dated 18th March, 1994. Subsequently, The Company got itself converted into a Public Limited Company in the name & style of Moongipa Securities Limited with the Registrar of Companies, NCT of Delhi & Haryana vides Certificate of Incorporation dated 13th November, 1995. The Corporate Identification Number of the Company is L74899DL1994PLC057941]

Registered Office : 18/14, W.E.A. Pusa Lane, Karol Bagh, New Delhi -110005

Phone No. : +91 11-41450121

Website : www.moongipa.net

E-Mail : [email protected] Company Secretary &Compliance officer

: Mr. Sanjeev Jain

Registrar & Share Transfer Agent : M/s. Sky Line Financial Services Pvt. Ltd D-153/A, 1stFloor,Okhla Industrial Area, Phase-1, New Delhi – 110020.

NO EQUITY SHARES ARE PROPOSED TO BE ISSUED OR OFFERED

PURSUANT TO THIS INFORMATION MEMORANDUM



INFORMATION MEMORANDUM FOR PROPOSED LISTING AT BSE LIMITED ABSOLUTE RESPONSIBILITY OF MOONGIPA SECURITIESLIMITED Moongipa Securities Limited having made all the reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains–

all material information with regard to Moongipa Securities Limited;

true and correct information which is not misleading;

opinions and intentions which are honestly held and that there are no 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 Moongipa Securities Limited which are listed on the Delhi Stock Exchange Ltd. („DSE‟), Jaipur Stock Exchange Ltd. („JSE‟) & Ahmedabad Stock Exchange Ltd. („ASE‟) and are further proposed to be listed on BSE Limited („BSE‟ or „Exchange‟) in pursuance to the Direct Listing norms issued by the Exchange.

P.S. - The recognition of DSE and JSE has been withdrawn w.e.f 19.11.2014 and 23.03.2015 respectively.



TABLE OFCONTENTS

S. No Title

I. DEFINITIONS & ABBREVIATIONS

II. RISK FACTORS 1. Use of Market Data 2. Forward Looking Statements 3. Associated Risks- Internal & External

III. ABOUT THE COMPANY 1. Industry Overview

2. Business Overview 3. General Information 4. Capital Structure 5. Share Capital History of company 6. Organization Structure, Objects & Restructuring 7. Management of the Company 8. Summary of Financial Information 9. Other Information 10. Shareholding Structure of the Company 11. Statement Showing the Details of Dividends and Cash bonuses paid

during the last 10 years. 12. Details of commission, brokerage, discount or option for the issue of

any kind of security granted too any person

IV. ADDITIONAL INFORMATION 1. Outstanding Litigations 2. Material Contracts & Agreements 3. Details of Group/ Subsidiary Companies

V. DECLARATION



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 Description

“The Company” or “Company” or “MSL”

Moongipa Securities Limited, a Company incorporated under the provisions of the Companies Act, 1956 having its registered office at 18/14, W.E.A. Pusa Lane, Karol Bagh, New Delhi -110005.

Conventional / General Terms / Abbreviations

Term Description

Act or Companies Act

The Companies Act, 2013 and Companies Act, 1956 (to the extent applicable) and the amendments made thereto from time to time

Article or AOA Articles of Association of MSL

AGM Annual General Meeting

Auditors The Statutory Auditors of MSL

Board of Directors / Board

The Board of Directors of MSL

BSE BSE Limited

CDSL Central Depository Services (India) Limited

Depository A Depository registered with SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, (including amendments made there under)

Depository Participant / DP

A Depository Participant as defined under the Depositories Act,1996

DIN Director Identification Number

Director(s) Director(s) of MSL, unless otherwise specified

EGM / EoGM Extraordinary General Meeting of the Shareholders of the Company

EPS Earnings Per Share i.e. profit after tax per share

Equity Shares Equity Shares of the Company of face value of Rs. 10/- each, unless otherwise specified in the context thereof

FDI Foreign Direct Investment

FEMA 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 MSL

N.A. / N/A Not Applicable

NAV Net Asset Value

NCR National Capital Region

NCT National Capital Territory

NSDL National Securities Depository Limited

OTCEI Over-the-counter Exchange of India

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 Trading Regulations

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992

SEBI (SAST) Regulations / SEBI Takeover Code

Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011

USD / $ U.S. Dollar

WTD Whole-time Director(s)



II. RISK FACTORS 1. USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND

CURRENCY OF PRESENTATION Financial Data Unless indicated otherwise, the financial data in this Information Memorandum is derived from our financial statements prepared in accordance with the applicable legislatures. The financial year commences on April 1 and ends on March 31, so all references to a particular financial year are to the twelve-month period ended March 31 of that year. In this IM, 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 IM 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 IM 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 IM 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.



2. FORWARD LOOKING STATEMENTS This IM 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:

Ability to successfully implement its strategy, growth and expansion plans;

Ability to attract and retain qualified personnel;

Fluctuations in operating costs including pricing of raw materials;

Industrial Unrest or Industrial Accidents;

Geographical spread &conditions of its customers;

Ability to meet its capital expenditure requirements;

Advancement in technology;

Volatility in the value of the Rupee vis-à-vis other currencies

Changes in laws and regulations applicable to the Industry;

Changes in Government Policies;

Changes in political and socio-economic conditions globally;

Performance in global financial markets;

Any adverse outcome in the legal proceedings in which it might get involved in future.



3. ASSOCIATED RISKS

A. INTERNAL RISK FACTORS

1. Market uncertainty The trend in capital markets is towards larger and more frequent commitments of capital by financial brokerage house in many of their activities. We may also incur significant losses from our trading activities due to market fluctuations and volatility from quarter to quarter. 2. Our professional reputation may be affected adversely and we may be liable to our clients and third parties if our services are not regarded as satisfactory.

Our Company is dependent to a large extent on our relationships with our clients and our reputation for integrity and the professional services to attract and retain the clients. As a result, if a client is not satisfied with our services, it may affect our business adversely. 3. We are subject to uncertainties associated with the securities industry and to fluctuating revenues. As a financial services company, we are subject to uncertainties that are common in the securities industry. These include the volatility of domestic and international financial markets, bond and stock markets, extensive governmental regulation, litigation, intense competition, substantial fluctuations in the volume and price level of securities, and dependence on the solvency of various third parties. As a result, our revenues and earnings may vary significantly from quarter to quarter and from year to year. In periods of low trading volume, profitability is impaired because certain expenses remain relatively fixed. We are much smaller and have much less capital than many competitors in the securities industry and our revenues are likely to decline in such circumstances. If we are unable to correspondingly reduce expenses, our profit margins would erode. 4. Our ability to pay dividends will depend upon future earnings, financial condition, cash flows, working capital requirements, capital expenditure and other factors.



The amount of our future dividend payments, if any, will depend upon our future earnings, financial conditions, cash flows, working capital requirements, capital expenditures and other factors. There can be no assurance that we shall have distributable funds or that we will declare dividends. We cannot assure you that we will be able to secure adequate financing in the future on acceptable terms, in time, or at all. 5. Our success depends in large part upon our management team and skilled personnel and our ability to attract and retain such persons.

We are highly dependent on our senior management, and our other key personnel. Our future performance will depend upon the continued services of these persons. The loss of any of the members of our senior management, our directors or other key personnel may adversely affect our results of operations and financial condition. Competition in the financial services industry for senior management and qualified employees is intense. Our continued ability to compete effectively in our businesses depends on our ability to attract new employees and to retain and motivate our existing employees. Our inability to hire and retain such employees could adversely affect our business.

b. EXTERNAL RISK

1. A slowdown in economic growth in India could cause the Company’s business to suffer.

The performance and growth of the Company are dependent on the health of the Indian economy. The economy could be adversely affected by various factors such as political or regulatory action, including adverse changes in 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 the Company‟s business and financial performance. 2. Political instability and a significant change in the Government of India’s economic liberalization and deregulation policies could disrupt the company’s business prospects.

Some of the Company‟s customers are located in India. The Government of India has traditionally exercised and continues to exercise a dominant influence over many aspects of the economy. The Government‟s economic policies have had and could continue to have a significant effect on private sector entities and on market conditions. The Company cannot control or predict the future course of the Government of India‟s policies. Any significant change in the Government‟s policies or political instability could adversely affect business and economic



conditions in India and also adversely affect Company‟s business and financial performance.

3. Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could adversely affect the financial markets and the Company’s business.

Terrorist attacks and other acts of violence or war may negatively affect the worldwide financial markets. These acts may also result in a loss of business confidence. In addition, any deterioration in relations between India and its neighboring countries might result in investor concern about stability in the region, which could adversely affect the company. India has also 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 involves a higher degree of risk.

4. Natural calamities could have a negative impact on the Indian economy and cause the Company’s business to suffer.

India has experienced natural calamities such as earthquakes, tsunami, floods and drought in the past. The extent and severity of these natural disasters determines their impact on the Indian economy. Further prolonged spells of below normal rainfall or other natural calamities could have a negativeimpact on the Indian economy, adversely affecting the Company business too. 5. 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.

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.

III. ABOUT THE COMPANY

1. INDUSTRY OVERVIEW

The securities market achieves one of the most important functions of channeling idle resources to productive resources or from less productive resources to more productive resources. Hence in the broader context the people who save and investors who invest focus more towards the economy’s abilities to invest and save respectively. This enhances savings and investments in the economy, the two pillars for economic growth. The Indian Capital Market has come a long way in this process and with a strong regulator it has been able to usher an era of a modern capital market regime. The past decade in many ways has been remarkable for securities market in India. It has grown exponentially as measured in terms of amount raised from the market, the number of listed stocks, market capitalisation, trading volumes and turnover on stock exchanges, and investor population. The market has witnessed fundamental institutional changes resulting in drastic reduction in transaction costs and significant improvements in efficiency, transparency and safety.

Indian Financial Services Sector The financial sector in India is characterized by liberal and progressive policies, vibrant equity and debt markets and prudent banking norms. India‟s financial sector has been one of the fastest growing sectors in the economy. India has a financial system that is regulated by independent regulators in the sectors of banking, insurance, capital markets etc. India. The Indian financial sector attributes its growth to technology up gradation, consolidation of large broking houses, evolution of e-broking business, growth in retail segment, regulatory reforms, diversified asset instruments and foreign investment participation. There is huge growth potential in the Indian financial sector. Sectors such as banking, asset management and brokerage have been liberalized to allow private sector involvement, which has contributed to the development and modernization of the financial services sector. This is particularly evident in the nonbanking financial services sector, such as equities, derivatives and commodities brokerage, residential mortgage and insurance services, where new products and expanding delivery channels have helped these sectors achieve high growth rates. Dependence on Securities Market



Three main sets of entities depend on securities market - the corporates, the government & households. While the Corporates and governments raise resources from the securities market to meet their obligations, the households invest their savings in securities. Indian Capital Markets The origination of the Indian securities market may be traced back to 1875, when 22 enterprising brokers under a Banyan tree established the Bombay Stock Exchange (BSE). Over the last 125 years, the Indian securities market has evolved continuously to become one of the most dynamic, modern and efficient securities markets in Asia. Today, Indian markets conform to international standards both in terms of structure and in terms of operating efficiency. Structure and size of the markets Today India has two national exchanges, the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE). Each has fully electronic trading platforms. Growth of Stock Broking Capital markets all over the world are witnessing major changes. With escalating interests of domestic and international players in India, there is an increasing demand for a more systematic approach. SEBI is also trying to bring transparency in the dealings. Economic growth and liberalisation has opened number of opportunities in various organisations like mutual funds, investment consultancy, broker firms, insurance companies, merchant banks, pension funds and other financial institutions. Foreign institutional investors, mutual funds and even individuals have once again started posing confidence in the capital markets. This has enhanced prospects for brokers, investment and equity analysts. They can also start their own consultancies. Stock exchanges to some extent play an important role as indicators, reflecting the performance of the country‟s economic state of health. There are three main factors behind the changes in the stock-broking business. First, the shift from floor-based to screen based trading in 1994. This brought transparency into trade execution and raised the confidence of investors. The result has been lower transaction charges and increased convenience. This has helped both the investors and the brokers. The second change was dematerialization. Before this, buying or selling shares was a difficult matter. Even when an investor bought shares, he was not sure whether they would be transferred in his name. But now these concerns are no longer there. The introduction of futures and options was the third major factor that has changed the face of the stock broking business as it is a new avenue for revenue. Stocks in India had a negative performance during the month of October 2012. India Stock Market (SENSEX) declined 373 points or 2.00 percent during the last 30 days. Historically, from 1979 until 2012, India Stock Market (SENSEX) averaged



5419 Index points reaching an all time high of 21005 Index points in November of 2010 and a record low of 113 Index points in December of 1979. The SENSEX (BSE30) is a major stock market index which tracks the performance of 30 major companies listed on the Bombay Stock Exchange. The companies are chosen based on the liquidity, trading volume and industry representation. The SENSEX is a free-float market capitalization-weighted index. The Index has a base value of 100 as of 1978-79. Wider Scope of Activities The stock brokers in India have broadened their scope of activities. Equity broking business being cyclical, many players are also entering new areas of activity. Apart from mere broking (buying and selling) of stocks the big players in the industry are concentrating of other aspects like research, portfolio management services, commodity and derivative trading and distribution of financial products including mutual funds and insurance schemes, 33 Expansion Mode BUOYED by booming stock markets and growing retail interest in equity and equity related investments, Indian stock broking firms are on an expansion drive to increase their network into more cities and towns to lure clients into stock investments. SWOT Strengths

Transparent functioning

Emphasis on building stronger bond with customers

Competent management team

Focus on quality and service Weaknesses

Lack of PAN India presence

Indians are mostly conservative and prefer investing in Gold and Real Estate

Opportunities

High purchasing power and people looking to more investment opportunities

Growing rural market

Earning Urban Youth Threats

Stringent Economic measures by Government and RBI

Entry of foreign firms in Indian Market



2. BUSINESS OVERVIEW

Company profile

Moongipa Securities Limited („MSL‟) established in 1994 and is a SEBI registered Broker. MSL provides a wide range of services associated with Broking, Distribution, Investment Research, Online Trading, wealth management, Investment Banking and Insurance. MSL has a team of well qualified professionals for dealing therein the issues concerning the business of the Company. The offices of the company are well equipped with state of the art infrastructure to serve its clients in the best possible manner. The company has membership of DSE.

3. GENERAL INFORMATION

[Originally Incorporated as a Private Limited Company in the name & style of Moongipa Securities Private Limited with the Registrar of Companies, NCT of Delhi & Haryana vide Certificate of Incorporation dated 18th March, 1994. Subsequently, The Company got itself converted into a Public Limited Company in the name & style of Moongipa Securities Limited with the Registrar of Companies, NCT of Delhi & Haryana vides Certificate of Incorporation dated 13th November, 1995. The Corporate Identification Number of the Company is L74899DL1994PLC057941] a) Eligibility Criterion

The Company is submitting its IM containing information about itself, making disclosures in line with the disclosure requirement for public issues as applicable and to BSE for making the said IM 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 IM 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

http://www.bseindia.com/



available for a section of the investors in any manner. d) Disclaimer Clause of BSE As required, a copy of this IM 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 IM; 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 IM has been cleared or approved by the BSE. Every person who desires to acquire any securities of this company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever. e) 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 Exchange mentioned above. f) DEMAT Credit

The Company has executed Agreements with NSDL for its securities in DEMAT form as per the following details: Dematerialization of Shares Tripartite agreements have been signed between the Company, the Registrar and NSDL. The ISIN No. allotted to the Company is INE618R01015 Registrar & Share Transfer Agent



M/s. Sky Line Financial Services Pvt. Ltd D-153/A, 1st Floor, Okhla Industrial Area, Phase-1, New Delhi – 110020. g) Auditors M/s. Saxena & Saxena Chartered Accountants Firm Regn. No. -006103N 603-604, 6th Floor, New Delhi House, 27, Barakhamba Road, New Delhi – 110001. h) Bankers of the Company

The Karur Vysya Bank Ltd. Karol Bagh, Delhi – 110005

i) Compliance Officer Mr. Sanjeev Jain, Compliance Officer Contact: 91-011-41450121 (Investors can contact the Compliance Officer in case of any share transfer related problem)

4. CAPITAL STRUCTURE OF THE COMPANY

Particulars Amount (in Rs)

(A) Authorized Share Capital

6,000,000 Equity Shares of Rs.10/- each 60,000,000

(B) Issued, Subscribed and Paid-up Equity Capital 5,010,200 Equity Shares of Rs. 10/- each

50,102,000

5. SHARE CAPITAL HISTORY OF THE COMPANY

S. No. Date of

Allotment No. of shares

Nominal Value

Nature of Security

Cumulative capital

1. Subscribers to memorandum

400 10 Equity 4000

2. 30.07.1994 259600 10 Equity 2600000



3. 30.12.1994 95325 10 Equity 3553250

4. 30.09.1995 368900 10 Equity 7242250

5. 30.11.1995 212000 10 Equity 9362250

6. 29.02.1996 516275 10 Equity 14525000

7. 29.02.1996 217925 10 Equity 16704250

8. 04.09.1996 3,339,775 10 Equity 50102000

Total 50,10,200 10

Note: The Company has not issued any convertible security which is pending for conversion.

Debenture borrowings: Not Applicable



6. ORGANISATION STRUCTURE, OBJECTS & RESTRUCTURING

a. Organizational Structure

b. Main objects of the Company

1. To invest in, acquire and hold, buy sell or otherwise dispose or deal in

securities of any kind shares, debentures, debentures stock, securities,

properties, bond, units obligations and securities issued or guaranteed by any

government state, Union Territory, Municipal or Civil Body, financial

institution, commercial papers, negotiable instrument and paper instrument of

all types and kinds

2. Subject to the approval of the securities and exchange board ofIndia and other

authorities were required to carry on the business of stock and share broking to

issue of shares, debenture and securities of all kind and description, for the

Chairman

CEO

CFO

Accounts & Administration

Secretarial & Legal Deptt. Operations

Trading Division

Board of Directors



purpose of issue of shares/ debenture and securities of all kinds, had mangers

or co-managers brokers and sub-brokers of stock and new issues of shares,

debentures and securities of all kinds and description, registrars of the issue of

securities, shares transfer agents, portfolios management, corporate counseling

fixed deposits brokers, inter corporate investment canvassers, financial

consultants advisors and consultants to the issue of securities of all kinds and

types in all their aspects in India or outside and to manage, arrange mergers

and acquisitions.

c. Reorganization, Reconstruction and Amalgamation

No reorganization, reconstruction or amalgamation has been done by the

company.

7. MANAGEMENT OF THE COMPANY :

Mr. Sanjay Jain (Whole-time Director)

Mr. Sanjay Jain aged 48 years isthe Whole Time Director on the Board of the Company. He is also a director on the Board of various other companies. Mr. Jain is a Law Graduate and post graduate in Commerce. He is having vast experience in the financial, legal & administration sectors.

Mrs. Pooja Jain (Director)

Mrs. Pooja Jain aged 40 years isa Non-Executive Director on the Board of the Company. Mrs. Jainis a post graduate, holding enriched experience in the financial and administration sectors.

Mr. Ajay Prakash Narain (Independent Director)

Mr. Ajay Praksh Narain aged 55 years is an Independent Director on the Board of the Company. Mr. Narain is a post graduate in Commerce, possessing in depth knowledge in the matters pertaining to company law.

Ms. Preeti Srivastava (Director)

Ms. Preeti Srivastava aged 33 years is Director on the Board of the Company. She holds vast experience in the field of education, legal and Social Services.



Mr. Sanjeev Jain (Company Secretary & Compliance Officer)

Mr. Sanjeev Jain aged 36 years is a fellow member of the institute and holds vast experience in the field of corporate laws, Legal matters, Corporate planning, Human Resource Development and other allied laws. He joined the Company w.e.f 16.08.2004.

8. SUMMARY OF FINANCIAL INFORMATION Statement of Assets & Liabilities Account for the financial years 2013-14, 2012-13& 2011-12

(Amount in Rs.)

PARTICULARS As on 31.03.2015

As on 31.03.2014

As on 31.03.2013

EQUITY AND LIABILITIES

1.Shareholder’s Funds

(a)Share Capital 50,102,000 50,102,000 50,102,000

(b)Reserves & Surplus 19,323,897 16,987,526 14,474,676

2.Non-Current Liabilities

(a)Deferred Tax Liabilities(Net)

- 32,465 55,751

(b)Long term borrowings - - -

(c)Other long term liabilities

- - -

(d)Long term provisions 50,000 45,000 40,000 3.Current Liabilities

(a)Other Current Liabilities

346,446 255,055 28,090

(b) Short Term Provisions - 67,631 -

(c)Short term borrowings 6,905,131 2,491,897 -

(d) Trade payables - - -

Total Equity &Liabilities 76,727,474 69,981,495 64,700,517

ASSETS

1.Non-Current Assets (a)Fixed Assets

(i)Tangible Assets 152,577 274,338 290,136

(ii) Intangible Asset - - -

(iii)Capital work in - - -



progress

(b)Non-Current investments

19,148,710 17,034,921 17,354,579

(c)Long Term Loans and Advances

1,221,617 1,438,951 1,226,069

Other Non-Current Assets 4,724,000 - -

Deferred Tax assets (Net) 12,666 - -

2.Current Assets

(a)Current investments - -

(b)Inventories 14,590,977 12,105,250 10,259,913

(c)Trade Receivables 322,619 725,590 725,612

(d)Cash and cash equivalents

29,012,739 34,087,283 29,649,610

(e)Short term loans and advances

- - -

(d)Other current assets 7,541,569 4,315,163 5,194,598 Total Assets 76,727,474 69,981,495 64,700,517 Statement of Assets & Liabilities Account for the financial years 2011-12 & 2010-11

(Amount in Rs.)

PARTICULARS As on 31.03.2012

As on 31.03.2011

EQUITY AND LIABILITIES

1.Shareholder’s Funds

(a)Share Capital 50,102,000 50,102,000

(b)Reserves & Surplus 14,433,194 13,079,528 2.Non-Current Liabilities

(a)Deferred Tax Liabilities(Net) 28,627 -

(b)Long term borrowings - -

(c)Other long term liabilities - -

(d)Long term provisions 35,000 - 3.Current Liabilities

(a)Other Current Liabilities 226,946 201,970

(b) Short Term Provisions - 221,411

(c)Short term borrowings -

(d) Trade payables - Total Equity &Liabilities 64,825,767 63,604,909

ASSETS

1.Non-Current Assets

(a)Fixed Assets



(i)Tangible Assets 293,070 321,100

(ii) Intangible Asset - -

(iii)Capital work in progress - -

(b)Non-Current investments 12,817,129 19,097,945

(c)Long Term Loans and Advances 961,927 7,84,437

Other Non-Current Assets - -

2.Current Assets

(a)Current investments - -

(b)Inventories 14,732,974 17,693,334

(c)Trade Receivables 976,484 1,150,832

(d)Cash and cash equivalents 32,749,548 22,155,539

(e)Short term loans and advances -

(d)Other current assets 2,294,635 24,01,722

Total Assets 64,825,767 63,604,909 Statement of Profit & Loss Account for the financial years 2014-15, 2013-14 & 2012-13

(Amount in Rs.) PARTICULARS As on

31.03.2015 As on

31.03.2014 As At

31.03.2013

INCOME

Revenue from operations 58,954,368 7,571,800 8,590,514

Other income 5,009,464 5,926,565 3,689,883

Total 63,963,832 13,498,365 12,280,397

EXPENSES

Purchase of Stock in trade 55,924,147 8,914,801 4,557,046 Changes in inventories of finished goods, work-in-progress and stock in trade

(2,485,727) (1,845,337) 4,473,061

Employee Benefit Expenses 4,291,724 2,710,210 2,107,849

Finance costs 105,751 143,063 158,963

Depreciation and Amortization Expense 167,264 41,448 17,834

Other Expenses 2,553,113 767,023 811,657

Total 60,556,272 10,731,209 12,126,410

Profit/ (Loss) before exceptional and extraordinary items & tax

3,407,560 2,767,157 153,987

Tax expense:

Current Year 610,916 490,474 85,380

Earlier Years

(a) Current Tax - -

(b) Deferred Tax (45,131) (23,286) 27,124

(c ) MAT Credit 412,270 (212,882) -

Profit(Loss) after tax from continuing operations

2,362,267 2,512,851 41,483

Net Profit/(Loss) for the period 2,362,267 2,512,851 41,483



Earning per equity share:

(1)Basic& Diluted 0.47 0.50 0.01

Statement of Profit & Loss Account for the financial years 2011-12 & 2010-11

(Amount in Rs.) Particulars As At

31.03.2012 Year ended 31.03.2011

INCOME

Income from Operations 20,251,339 1,726,756

Other Income 3,803,861 3,580,565

Total 24,055,201 5,307,321

Cost of material Consumed

Changes in inventories of finished goods, work-in-progress and stock in trade

16,490,622

Employee Benefit Expenses 2,960,360 1,853,699

Finance costs 2,178,009 1,669

Depreciation and Amortization Expense 3,173 45,734

Other Expenses 37,530 812,891

Total 900,314 2,713,993

Profit/ (Loss) before exceptional and extraordinary items & tax

22,570,008 2,593,328

Tax expense: 1,485,193

Current Year 748,973

Earlier Years 222,286

(a) Current Tax

(b) Deferred Tax - (50,752)

MAT Credit 28,627

Profit(Loss) after tax from continuing operations

(119,386) 1,895,107

Net Profit/(Loss) for the period 1,353,666 1,895,107

Earning per equity share:

(1)Basic& Diluted 0.27 0.38

Cash Flow Statement for the financial year ended 2014-15, 2013-14 & 2012-13

(Amount in Rs.)

Particulars

Year ended 31.03.2015



Cash Flow arising from operations

Net profit before tax and extraordinary items

3,407,560 2,754,033 153,987

Add:



-Depreciation

167,264 54,571 17,834

-Provision for Gratuity

5,000 5,000 5,000

- Finance cost

105,751 143,063 158,963

-Bad debts written off

302,994

-Interest Received

(5,008,525) (4,228,612) (3,495,583)

-Profit on sale of investments

(4,427,516) (1,697,953) (194,300)

-Income Tax Paid

(873,091) (422,842) (349,521)

Operating Profit/(Loss) before working capital changes

(1,893,047) (3,392,740) (3,703,620)

Adjustment for change in :

- Inventories

(2,485,727) (1,845,337) 4,473,061

- Short Term Loan & Advance

- -

-Trade Receivable

447,750 21 250,872

-Other current liabilities

4,504,705 226,965 (198,856)

Net Cash inflow/(outflow) in course of operational activities (A)

573,680 (5,011,090) 821,456

Cash Flow arising from Investment activities

-Addition to fixed assets

(71,400) (25,649) (14,900)

-Purchase of Investment

(6,837,789) (6,980,342) (6,537,450)

-Interest Received

1,782,119 5,108,049 595,618

-Sale of long-term investments

- 7,300,000 2,194,300


- 1,697,953 -

-Long term loan & advances

(415,403) - -

Net Cash Flow arising from Investing activities (B)

(5,542,473) 7,100,011 (3,762,431)

Cash Flow arising from financing activities

Interest on short term borrowing

105,751 (143,063) (158,963)

Net Cash Flow arising from financing activities (C)

(105,751) (143,063) (158,963)

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

(5,074,544) 1,945,857 (3,099,937)

Cash and cash equivalents at the beginning of the period

34,087,283 29,649,610 32,749,548

Cash and cash equivalents at the end of the period

29,012,739 31,595,467 29,649,610

Cash Flow Statement for the financial year ended 2011-12 & 2010-11

(Amount in Rs.)

Particulars



Cash Flow arising from operations

Net profit after tax and extraordinary items 1,485,192 2,593,328

Add:



-Depreciation

37,530 45,734

-Provision for Gratuity

- 5,000

- Loss on Sale of Assets

3,173 25,847

-Provision for Bad Debts

(2,805,635) 84,231

-Interest Income

(986,825) (2,336,271)

-Dividend Income

(466,801) (342,982)

-Income Tax Paid

(2,733,365) (675,455)

Operating Profit/(Loss) before working capital changes

- (600,568)

Adjustment for change in :

- Inventories

2,960,360 12,910,061

- Short Term Loan & Advance

- -

-Trade Receivable

174,348 234,773

-Other current liabilities

24,976 (890,979)

Net Cash inflow/(outflow) in course of operational activities (A)

426,319 11,653,287

Cash Flow arising from Investment activities

Addition of fixed assets

(9,500) -

-Purchase of Investment

(10,500,165) (15,580,816)

-Sale of Fixed Assets

2,912,722 9,500

-Interest Received

7,267,640 -

-Sale of long-term investments

- -


- -

Net Cash Flow arising from Investing activities (B)

(329,302) (15,571,316)

Cash Flow arising from financing activities

-Interest Income

(3,173) 2,336,271

-Dividend Income

- 342,982

-Repayment of Long term Borrowing

- -

Net Cash Flow arising from financing activities (C)

(3,173) 2,679,253

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

93,843 (1,236,775)

Cash and cash equivalents at the beginning of the period

32,655,705 25,796,036

Cash and cash equivalents at the end of the period

32,749,548 24,557,261

9. OTHER INFORMATION:

a) 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 etc.

All transactions were carried out on an arms-length basis and were not prejudicial

to the interest of the Co.

There has been no non-compliance during the last three years by the Company on

any matter under SEBI or any Statutory Authorities related to capital market.

b) Listing on Stock Exchanges

Delhi Stock Exchange Association Ltd1

Jaipur Stock Exchange Ltd.2

Ahmedabad Stock Exchange Ltd.

c) ISIN No.

The Company‟s Demat International Security Identification Number (ISIN) for its

equity shares in NSDL is INE618R01015.

d) Stock Market Data

Since there was no trading in the shares of the company at the Delhi Stock

Exchange, the share price market data is not available.

e) 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 M/s. Sky Line 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.

f) Means of Communication

1 Recognition withdrawn w.e.f. 19.11.2014

2 Recognition withdrawn w.e.f. 23.03.2015



The Quarterly and annual results along with the Segmental Report are submitted

to the Stock Exchange.

g) Ministry Of Corporate Affairs (MCA)

The Company has periodically filed all the necessary documents with the MCA.

h) Reconciliation of Share Capital Audit Report

A qualified practicing Company Secretary carried out a secretarial audit to

reconcile the total admitted capital with National Securities Depository Limited

(NSDL) and the total issued and listed capital. The audit confirms that the total

issued/paid up capital is in agreement with the total number of shares in physical

form and the total number of dematerialized shares held with NSDL.

i) Address for Correspondence

Moongipa Securities Limited

18/14, W.E.A., Pusa Lane,

Karol Bagh, New Delhi- 110005

j) Address of the Registrar

M/s. Sky Line Financial Services Pvt. Ltd D-153/A, 1stFloor,Okhla Industrial Area, Phase-1, New Delhi – 110020.

k) 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 Compliance officer,

Moongipa Securities Limited

18/14, W.E.A., Pusa Lane,



Karol Bagh, New Delhi- 110005

Ph No. 011-41450121

Fax No. 011-41450122

Email: [email protected]

l) 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. The company is in regular

compliance with all the provisions of SCORES.

m) Dematerialization of Shares and Liquidity

The Company‟s shares are not traded in dematerialized form To enable

shareholders an easy access to the demat system, the Company has executed a

tripartite agreement with National Securities Depository Ltd. (NSDL) and is in

process of executing agreement with Central Depository Services (India) Limited

(CDSL). M/s. Sky Line Financial Services Pvt. Ltd is the Registrar and Transfer

agent of the company for the purpose of electronic connectivity for effective

dematerialization of shares.

10. SHAREHOLDING STRUCTURE OF THE COMPANY

a) Distribution of Shareholding:

No. of Shares Range

No. of Shareholders

% of Shareholders

Value of Shares Held

% of Shareholding

1 to 500 1043 64.78 5193000 10.36

501 to 1,000 485 30.12 4674000 9.33

1,001 to 2,000 5 0.31 82000 0.16

mailto:[email protected]



2,001 to 3,000 26 1.61 65250 1.30

3,001 to 4,000 4 0.25 13450 0.27

4,001 to 5,000 0 0.00 0 0.00

5,001 to 10,000 4 0.25 26850 0.54

10,001 &Above 43 2.67 3909750 78.04

Total 1610 100.00 50102000 100.00

b) Shareholding Pattern for the Quarter ended March 31, 2015

(1)(a) Statement showing Shareholding Pattern

Name of the Company: Moongipa Securities Limited

Scrip Code, Name of the scrip, class of security: Moongipa Securities Limited, Equity Shares

Quarter ended: 31.03.2015

Partly paid-up shares:-

No. of partly paid-up shares

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

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

Held by promoter/promoter group

NIL NIL NIL

Held by public NIL NIL NIL

Total - D NIL NIL NIL

Outstanding convertible securities:-

No. of outstanding securities

As a % of total no. of outstanding convertible securities

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


NIL NIL NIL


Total - E NIL NIL NIL

Warrants No. of warrants As a % of total no. of warrants

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


NIL NIL NIL


Total - F NIL NIL NIL



Total paid-up capital of the company, assuming full conversion of warrants and convertible securities (Grand Total (A+B+C)+ D+E+F )

50,10,200



1 (a) Name of the Company: Moongipa Securities Limited

Scrip Code:

Quarter ended: 31.03.2015

Cate-

gory code

(I)

Category of shareholder

(II)

Number of

shareholders

(III)

Total number of shares

(IV)

Number of shares held

in dematerializ

ed form

(V)

Total shareholding as a percentage of total number of shares

Shares Pledged or otherwise

encumbered

As a percentage of

(A+B)3 (VI)

As a percentage of (A+B+C)

(VII)

Number of

shares (VIII)

As a percentage (IX)= (VIII)/(IV)*100

(A) Shareholding of Promoter and Promoter Group4

(1) Indian

(a) Individuals/ Hindu Undivided Family

8 1568250 NIL 31.30 31.30 NIL NIL

(b) Central Government/ State Government(s)

0 0 0 0 0 0 0

(c) Bodies Corporate 1 810725 NIL 16.18 16.18 NIL NIL

(d) Financial Institutions/ Banks

0 0 0 0 0 0 0

(e) Any Other (specify)

0 0 0 0 0 0 0

Sub-Total (A)(1) 9 2378975 NIL 47.48 47.48 NIL NIL

(2) Foreign

(a) Individuals (Non-Resident Individuals/ Foreign Individuals)

0 0 0 0 0 0 0

(b) Bodies Corporate 0 0 0 0 0 0 0

(c) Institutions 0 0 0 0 0 0 0

(d) Any Other 0 0 0 0 0 0 0



(specify)

Sub-Total (A)(2) 0 0 0 0 0 0 0

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

9 2378975 NIL 47.48 47.48 NIL NIL

(B) Public shareholding5

NA NA

(1) Institutions NA NA

(a) Mutual Funds/ UTI

0 0 0 0 0 0 0

(b) Financial Institutions/ Banks

0 0 0 0 0 0 0

(c) Central Government/ State Government(s)

0 0 0 0 0 0 0

(d) Venture Capital Funds

0 0 0 0 0 0 0

(e) Insurance Companies

0 0 0 0 0 0 0

(f) Foreign Institutional Investors

0 0 0 0 0 0 0

(g) Foreign Venture Capital Investors

0 0 0 0 0 0 0

(h) Any Other (specify)

0 0 0 0 0 0 0

Sub-Total (B)(1) 0 0 0 0 0 0 0

(2) Non-institutions NA NA

(a) Bodies Corporate NIL NIL NIL NIL NIL

(b) Individuals - i. Individual

shareholders holding nominal share

1567 1100450 NIL 21.96 21.96 NIL NIL



capital up to Rs. 1 lakh.

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

34 1530775 NIL 30.55 30.55 NIL NIL

(c) Any Other (specify)

Sub-Total (B)(2) 1601 2631225 NIL 52.52 52.52 NIL NIL

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

NA NA

TOTAL (A)+(B) 1610 5010200 NIL 100.00 100.00 NIL NIL

(C) Shares held by Custodians and against which Depository Receipts have been issued

Nil Nil Nil NA NA NA

(1) Promoter & Promoter Group


(2) Public Nil Nil Nil NA NA NA

Sub Total C (1)&(2)


GRAND TOTAL (A)+(B)+(C)

1610 5010200 NIL 100.00 100.00 NIL NIL



(I)(b) Statement showing Shareholding of persons belonging to the category “Promoter and Promoter Group”

(I)(c)(i)Statement showing holding of securities (including shares, warrants, convertible

securities) of persons belonging to the category “Public” and holding more than 1% of the total

number of shares

Sr. No.

Name of the shareholder

Number of

shares held

Shares as a percentage

of total number of shares {i.e.,

Grand Total (A)+(B)+(C) indicated in Statement at

para (I)(a) above}

Details of warrants

Details of convertible securities

Total shares (including underlying

shares assuming

full conversion

of warrants

and convertible securities) as a % of diluted share

capital

Number of warrants held

As a % total number of warrants of the same class

Number of convertible securities held

% w.r.t total number of convertible securities of the same class

1. NIL 0 0 0 0 0 0 0

Sr. No.

(I)


(II)

Total shares held

Shares pledged or otherwise

encumbered Number

(III)

As a % of grand total (A)+(B)+ (C) (IV)

Num ber

(V)

As a percentage (VI)=(V ) /(III)*100

As a % of grand total (A)+(B)+(C) of sub-

clause (I)(a) (VII)

1. Suresh Chand Jain 247200 4.93 NIL

2. S. C. Jain (HUF) 144300 2.88 NIL

3. Sanjay Jain 249000 4.97 NIL

4. Nirmal Jain 185400 3.70 NIL

5. Ruchi Jain 159200 3.18 NIL

6. Pooja Jain 248250 4.95 NIL

7. Rosy Jain 232400 4.64 NIL

8. Vimal Mehta 102500 2.05 NIL

9. Moongipa Capital Finance Ltd.

810725 16.18 NIL

TOTAL 2378975 47.48 NIL



Total 0 0 0 0 0 0 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 of the company

Sr. No

.

Name(s) of thesharehol

der(s) andthe Persons

Acting in Concert

(PAC) with them

Number

of shares


of total

number of shares

{i.e., Grand Total

(A)+(B)+(C) indicated in Statement

at para (I)(a) above}

Details of warrants Details of

convertible

securities

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

Number of

warrants

As a % total

number of warrants

of the same class

Number of

convertible

securities

held

% w.r.t total

number of convertible securities

of the same class

1 NIL 0 0 0 0 0 0 0

Total 0 0 0 0 0 0 0

(I)(d) Statement showing details of locked-in shares

Sr. No.


Number of locked-in shares

Locked-in shares as a percentage of total number of shares {i.e., Grand Total

(A)+(B)+(C) indicated in Statement at para (I)(a) above}

1. NIL 0 0

Total 0 0

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

Sr. No.

Type of outstanding DR (ADRs, GDRs, SDRs, etc.)

Number of outstanding DRs

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. N.A. N.A. N.A. N.A.

TOTAL 0 0 0.00



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

Sr. No.

Name of the DR Holder




N.A. N.A. N.A. N.A. N.A.

c. Shareholding Pattern as on December 31, 2014

(1)(a) Statement showing Shareholding Pattern

(1)(a) Statement showing Shareholding Pattern Name of the Company: Moongipa Securities Limited

Scrip Code, Name of the scrip, class of security: Moongipa Securities Limited, Equity Shares

Quarter ended: 31-12-2014

Partly paid-up shares:- No. of partly paid-up shares

As a % of total no. of partly paid-

up shares

As a % of total no. of shares of the

company


NIL NIL NIL

Held by public NIL NIL NIL Total - D NIL NIL NIL Outstanding convertible securities:-

No. of outstanding

securities

As a % of total no. of

outstanding convertible securities


company, assuming full conversion of

the convertible securities


NIL NIL NIL

Held by public NIL NIL NIL Total - E NIL NIL NIL



Warrants No. of warrants

As a % of total no.

of warrants


company, assuming full conversion of

warrants


NIL NIL NIL


Total - F NIL NIL NIL

Total paid-up capital of the company, assuming full conversion of warrants and convertible securities (Grand Total (A+B+C)+ D+E+F )

50,10,200



Name of the Company: Moongipa Securities Limited

Scrip Code:

Quarter ended: 31-12-2014

Cate-

gory cod

e

(I)

Category of shareholder

(II)

Number of

shareholders

(III)

Total number

of shares

(IV)

Number of shares held

in demateriali

zed form

(V)

Total shareholding as a percentage of total number of shares

Shares Pledged or otherwise encumbered

As a percentage of (A+B)6

(VI)

As a percentag

e of (A+B+C)

(VII)

Number of

shares (VIII)

As a percentage (IX)= (VIII)/(IV)*100

(A) Shareholding of Promoter and Promoter Group7

(1) Indian

(a) Individuals/ Hindu Undivided Family

8 1568250 NIL 31.30 31.30 NIL NIL

(b) Central Government/ State Government(s)

0 0 0 0 0 0 0

(c) Bodies Corporate

1 810725 NIL 16.18 16.18 NIL NIL

(d) Financial Institutions/ Banks

0 0 0 0 0 0 0

(e) Any Other (specify)

0 0 0 0 0 0 0

Sub-Total (A)(1) 9 2378975 NIL 47.48 47.48 NIL NIL

(2) Foreign

(a) Individuals (Non-Resident

0 0 0 0 0 0 0



Individuals/ Foreign Individuals)

(b) Bodies Corporate

0 0 0 0 0 0 0

(c) Institutions 0 0 0 0 0 0 0

(d) Any Other (specify)

0 0 0 0 0 0 0

Sub-Total (A)(2) 0 0 0 0 0 0 0

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

9 2378975 NIL 47.48 47.48 NIL NIL

(B) Public shareholding8

NA NA

(1) Institutions NA NA

(a) Mutual Funds/ UTI

0 0 0 0 0 0 0

(b) Financial Institutions/ Banks

0 0 0 0 0 0 0

(c) Central Government/ State Government(s)

0 0 0 0 0 0 0

(d) Venture Capital Funds

0 0 0 0 0 0 0

(e) Insurance Companies

0 0 0 0 0 0 0

(f) Foreign Institutional Investors

0 0 0 0 0 0 0

(g) Foreign Venture Capital Investors

0 0 0 0 0 0 0

(h) Any Other (specify)

0 0 0 0 0 0 0



Sub-Total (B)(1) 0 0 0 0 0 0 0

(2) Non-institutions NA NA

(a) Bodies Corporate

NIL NIL NIL NIL NIL

(b) 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.

1567 1100450 NIL 21.96 21.96 NIL NIL

34 1530775 NIL 30.55 30.55 NIL NIL

(c) Any Other (specify)

Sub-Total (B)(2) 1601 2631225 NIL 52.52 52.52 NIL NIL

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

NA NA

TOTAL (A)+(B) 1610 5010200 NIL 100.00 100.00 NIL NIL

(C) Shares held by Custodians and against which Depository Receipts have been issued


(1) Promoter & Promoter Group


(2) Public Nil Nil Nil NA NA NA

Sub Total C (1)&(2)


GRAND TOTAL (A)+(B)+(C)

1610 5010200 NIL 100.00 100.00 NIL NIL



(I)(b) Statement showing Shareholding of persons belonging to the category “Promoter and Promoter Group”

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

Sr. No

.


Number of

shares held

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

para (I)(a) above}

Details of warrants

Details of convertible securities

Total shares (including underlying

shares assuming full conversion of warrants and convertible securities) as a % of

diluted share capital

Number of warrants held

As a % total number of warrants of the same class

Number of convertible securities held

% w.r.t total number of convertible securities of the same class

1. NIL 0 0 0 0 0 0 0

Total 0 0 0 0 0 0 0

Sr. No.

(I)


(II)

Total shares held

Shares pledged or otherwise encumbered

Number

(III)

As a % of grand total (A)+(B)+ (C) (IV)

Number

(V)

As a percentage (VI)=(V)/(III)*100

As a % of grand total (A)+(B)+(C) of

sub-clause (I)(a) (VII)

1. Nirmal Jain 185400 3.70 NIL

2. Sanjay Jain 249000 4.97 NIL

3. S. C. Jain 247200 4.93 NIL

4. Ruchi Jain 159200 3.18 NIL

5. S. C. Jain (HUF) 144300 2.88 NIL

6. Rosy Jain 232400 4.64 NIL

7. Vimal Mehta 102500 2.05 NIL

8. Pooja Jain 248250 4.95 NIL

9. Moongipa Capital Finance Ltd.

810725 16.18 NIL

Total 2378975 47.48 NIL



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

Sr. No

.

Name(s) of the

shareholder(s) and the

Persons Acting in Concert

(PAC) with them

Number

of shares


of total

number of shares

{i.e., Grand Total

(A)+(B)+(C) indicated in Statement

at para (I)(a) above}

Details of warrants Details of

convertible

securities

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

Number of

warrants

As a % total

number of warrants

of the same class

Number of

convertible

securities

held

% w.r.t total

number of convertible securities

of the same class

1 NIL 0 0 0 0 0 0 0

Total 0 0 0 0 0 0 0

(I)(d) Statement showing details of locked-in shares

Sr. No.


Number of locked-in shares

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

2. NIL 0 0

Total 0 0

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

Sr. No.


Number of outstanding DRs



1. N.A. N.A. N.A. N.A.

TOTAL N.A. N.A. N.A.



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

Sr. No. Name of the DR Holder




N.A. N.A. N.A. N.A. N.A.

d. List of Top 10 shareholders Sl. No.

Name of Shareholder No. of Shares Percentage of Total Paid up Capital

1 Moongipa Capital Finance Ltd 810725 16.18

2. Sanjay Jain 249000 4.97

3. Pooja Jain 248250 4.95

4. Suresh Chander Jain 247200 4.93

5. Rosy Gupta 232400 4.64

6. Nirmal Jain 185400 3.70

7. Ruchi Jain 159200 3.18

8. Suresh Chander Jain And Sons

Huf

144300 2.88

9. Vimal Kumar Mehta 102500 2.05

10. Sandeep Sachdeva 98500 1.97

11. STATEMENT SHOWING THE DETAILS OF DIVIDENDS AND CASH

BONUSES PAID DURING THE LAST 10 YEARS.- NIL

12. DETAILS OF COMMISSION, BROKERAGE, DISCOUNT OR OPTION FOR THE ISSUE OF ANY KIND OF SECURITY GRANTED TOO ANY PERSON - NIL



IV. ADDITIONAL INFORMATION

1. OUTSTANDING LITIGATIONS

There are outstanding or pending litigations by and against the company, details of which are enumerated below.

S.

No.

Parties Particulars Remarks

1. Moongipa

Securities

Limited-

Petitioner

Mr. Arvind

Goyal

Respondent

Respondent has failed to

pay outstanding money

amounting to Rs. 2,15,765 so

civil suit is filed for

recovery

The case is still in progress.

2. Moongipa

Securities

Limited-

Petitioner

Mr. Narinder

Singh Tehlan

Respondent

Respondent has failed to

pay outstanding money

amounting to Rs. 1,42,700 so

civil suit is filed for

recovery

The case is still in progress.

2. MATERIAL CONTRACTS AND AGREEMENTS

The Company has not entered into any material contracts or agreements

(including agreements for technical advice and collaboration).

3. DETAILS OF GROUP/SUBSIDIARY COMPANIES

As on date, Moongipa Securities Limited does not have any subsidiary company. However, it has one group company namely:



M/s Moongipa Capital Finance Ltd. Moongipa Capital Finance Ltd. is one of the leading broking houses in India that

provides a wide range of services nationwide to a substantial and diversified

client base that includes retail clients, high net worth individuals, corporates and

financial institutions. Founded in 1992 with just DSE trading membership, we

have come a long way since and are now members of all major exchanges in India

namely NSE, BSE, MCX, NCDEX, NSE Currency & MCX-SX. In addition to this,

we are also a depository participant with NSDL.

Moongipa Capital Finance Ltd. established in February 1986. The Securities of the

company are listed on Bombay Stock Exchange limited. Moongipa Capital

Finance Ltd. provides professional services in the field of Accounting, Auditing,

Direct & Indirect Taxation, Corporate Laws and Financial Management to large

and medium size Corporates, banks, financial institutions, public sector

organizations both in India and Internationally. The firm has five partners and a

team of qualified, semi-qualified Chartered Accountants, Company Secretaries,

Advocates, Cost Accountants and other professionals of respective fields. Our aim

is to provide quality and efficient professional services to all clients irrespective of

location and size of the clients.

Market Price Volume Date details of the Company for the period from March

2015 till May 2015 on Bombay Stock Exchange Limited:

Month High Low Volume

May, 2015 10.05 8.75 9,592

April, 2015 10.11 8.71 3,900

March, 2015 8.71 8.30 350

V. DECLARATION

All relevant provisions of the Companies Act, 2013, Companies Act, 1956 (to the extent applicable), and the guidelines issued by the Government of India or the regulations issued by Securities and Exchange Board of India, applicable, as the case may be, have been complied with and no statement made in this Information Memorandum is contrary to the provisions of the Companies Act, 1956, 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 Moongipa Securities Limited Sd/- Sanjeev Jain (Company Secretary) Date: June 23, 2015 Place: New Delhi

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