INFORMATION MEMORANDUM FOR LISTING OF€¦ · information memorandum for listing of 50, 00,000...

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INFORMATION MEMORANDUM FOR LISTING OF 50, 00,000 EQUITY SHARES OF ` 10/- EACH FULLY PAID UP OF GUJARAT BITUMEN LIMITED CIN NO. L24117GJ1985PLC007985 PAN NO. AAACG5572A

Transcript of INFORMATION MEMORANDUM FOR LISTING OF€¦ · information memorandum for listing of 50, 00,000...

Page 1: INFORMATION MEMORANDUM FOR LISTING OF€¦ · information memorandum for listing of 50, 00,000 equity shares of ` 10/- each fully paid up of gujarat bitumen limited cin no. l24117gj1985plc007985

INFORMATION MEMORANDUM

FOR LISTING OF

50, 00,000 EQUITY SHARES OF ` 10/- EACH FULLY PAID UP

OF

GUJARAT BITUMEN LIMITED CIN NO. L24117GJ1985PLC007985

PAN NO. AAACG5572A

 

 

 

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SCHEDULE II

Matters to be specified in prospectus and reports to be set out therein

[See sections 44(2) (a) and 56 of the Companies Act, 1956]

General Risk

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

When making an investment decision, investors must rely on their own examination of the Company including the merits and risks involved. Each investors should consult its own counsel, business advisor and tax advisor as to the legal, business, tax and related matters.

Absolute Responsibility of Gujarat Bitumen Limited

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

LISTING

The Equity Shares of Gujarat Bitumen Limited are Listed on:

Ahmedabad Stock Exchange Limited

Now the Company proposes to list and trade the equity shares on Bombay Stock Exchange Limited (BSE),

The Information Memorandum is for the Listing of 50,00,000 Equity Shares of ` 10/- each.

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PART I

I. General Information (a) Name and Address of registered office of the Company.

Gujarat Bitumen Limited

501, Aakruti, Near Stadium Circle, Navrangpura, Ahmedabad – 380009, Gujarat

(b) (i) Consent of the Central Government for the present issue and declaration of the Central Government about non-responsibility for financial soundness or correctness of statements. The Company is an existing listed company on Ahmedabad Stock Exchange and with that status the application is filed for listing under permitted category with BSE and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO.

(ii) Letter of intent/industrial license and declaration of the Central Government about non-responsibility for financial soundness or correctness of statements. The company is an existing listed company on Ahmedabad Stock Exchange and with that status the application is filed for listing under permitted category with BSE and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO.

(C) Names of regional stock exchange and other stock exchanges where application made for listing of present issue. Not Applicable. However the company is already listed on Ahmedabad Stock Exchange.

(d) Provisions of sub-section (1) of section 68A of the Companies Act, relating to punishment for fictitious applications. The company is an existing listed company on Ahmedabad Stock Exchange and with that status the application is filed for listing under permitted category with BSE and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO.

(e) Statement/declaration about the refund of the issue if minimum subscription of 90% is not received within 90 days from closure of the issue. The company is an existing listed company on Ahmedabad Stock Exchange and with that status the application is filed for listing under permitted category with BSE and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO.

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(f) Declaration about the issue of allotment letters/refunds within a period of 10 weeks and interest in case of any delay in refund at the prescribed rate under section 73(2)/(2A). The company is an existing listed company on Ahmedabad Stock Exchange and with that status the application is filed for listing under permitted category with BSE and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO.

(g) Date of opening of the issue. Not Applicable.

Date of closing of the issue. Not Applicable.

Date of earliest closing of the issue. Not Applicable.

(h) Name and address of statutory auditors

LOONIA & ASSOCIATES CHARTERED ACCOUNTANTS 218, New Cloth Market, Ahmedabad - 380002

Lead managers: Not Applicable as this is not IPO/FPO

(i)Name and address of trustee under debenture trust deed (in case of debenture issue). Not Applicable.

(j) Whether rating from CRISIL or any rating agency has been obtained for the proposed debenture/preference shares issue. Not Applicable.

If no rating has been obtained, this should be answered as “No”.

If “Yes” the rating should be indicated.

(k) Underwriting of the Issue. Not Applicable.

(Names and addresses of the underwriters and the amount underwritten by them.) (Declaration by board of directors that the underwriters have sufficient resources to discharge their respective obligations.)

1[(I) a statement by the board of directors stating that-

(i) All monies received out of issue of shares or debentures to public shall be transferred to a separate bank account other than the bank account referred to in sub section (3) of section 73;

(ii) Details of all monies utilized out of issue referred to in sub-item (i) shall be disclosed under an appropriate separate head in the Balance Sheet of the company indicating the purpose for which such monies had been utilized; and

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(iii) Details of all unutilized monies out of issue of shares or debentures, if any, referred to in sub-item (i) shall be disclosed under an appropriate separate head in the Balance Sheet of the company indicating the form in which such unutilized monies have been invested.] The company is an existing listed company on Ahmedabad Stock Exchange and with that status the application is filed for listing under permitted category with BSE and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO.

II. Capital structure of the company (a) Authorised, issued, subscribed and paid-up capital.

SL No Particulars Remarks 1. Authorised 50,00,000 equity shares of ` 10/- each 2. Issued, subscribed, paid-

up capital 50,00,000 equity shares of ` 10/- each fully paid

Shareholding pattern as on 31.12.2014:- GUJARAT BITUMEN LIMITED

Top 10 SHAREHOLDERS Sr. No.

Name of The Shareholder

Address Number of Shares

% of Shares

1 Mohan Punjabi M/60/358, Pragatinagar, Narayanpura, Ahmedabad, Gujarat -380013

400000 8 %

2 Karan Rohit Jain 401, Landmark Building, 4th floor, Road No. 5, JVPD near Coper Hospital, Mumbai - 400056

300000 6%

3 Karishma Rohit Jain Raheja Haven, Prananjali, 402 4th floor, 1 JVPD Road, Opp. Pushpa Park, Mumbai- 400049

300000 6%

4 Reshmi Rohit Jain Raheja Haven, Prananjali, 402 4th floor, 1 JVPD Road, Opp. Pushpa Park, Mumbai- 400049

300000 6%

5 Radhika Karan Jain Raheja Haven, Prananjali, 402 4th floor, 1 JVPD Road, Opp. Pushpa Park, Mumbai- 400049

200000 4 %

6 Jitendra V. Khunt 302, Aarambh Building, 3rd floor, Dadabhai Cross Road, No. 2, Ville Parle West, Mumbai- 400056

200000 4 %  

7 Upendra K Parekh 1501, 15th Floor, Kukreja Place, G Wing, Vallabh Baug Lane, Ghatkopar East, Mumbai- 400077

200000  4 %  

8 Sagar Ambrish Sodha 401, Vasant Vihar, 10th Road, Santa Cruz East, Mumbai-400055

200000  4 %  

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9 Darshan M Doshi A-1, Ram Nivas, Dada Bhai Road, Ville Parle West, Mumbai- 400056

200000  4 %  

10 Jyoti Kiritkumar Mehta 501, Amisha Appartment, Near Goklibai High School, Dadabhai Road, Ville Parle West, Mumbai- 400056

200000  4 %  

11 Kiritkumar Navjitray Mehta

501, Amisha Appartment, Near Goklibai High School, Dadabhai Road, Ville Parle West, Mumbai- 400056

200000  4 %  

12 Khushbu Kiritkumar Mehta

506, Krishna Vihar, Tata Compound, Andheri West, Mumbai- 400056

200000  4 %  

Shareholding Pattern as per Clause 35 of the Listing Agreement for the last 2 quarters i.e 30th September, 2014 and 31st December, 2014 are same which is as mentioned as below:-

Sr.No. Category No. of Shares Held Percentage of Shareholding

A Promoter’s/Promoter’s Group Holding

a) Individual / HUF/ Director 1100000 22.00

b) Bodies Corporate Nil Nil

Sub- Total 1100000 22.00

B. NON- PROMOTER’S HOLDING

a) Banks Nil Nil 

b) Insurance Companies Nil Nil 

c) Foreign Institutional Investors Nil Nil 

d) Bodies Corporate Nil Nil 

e) Non- Resident Indian ( Repat) Nil Nil 

f) Indian Public & Others 39,00,000 Nil 

Sub- Total 39,00,000 78.00

GRAND TOTAL ( A + B) 50,00,000 100.00

The Total Number of Shareholders of the Company as on 31st December, 2014 are 777.

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Further, we are also attaching herewith Shareholding Pattern as per Clause 35 of the Listing Agreement for the last 2 quarters i.e 30th September, 2014 and 31st December, 2014 at the end of this Information Memorandum as a separate Annexure for your perusal. EVOLUTION OF EQUITY SHARE CAPITAL OF THE COMPANY:

Sl. No.

Year of Allotment

Equity Share Capital No. of shares

Dist. Nos. Cumulative Capital (Shares)

Remarks

1. 1985 500 1-500 500 Subscribers to MOA

2. 1985 260900 501-2,60,900 2,61,400 Further allotment

3. 1985 138600 2,60,901-4,00,000 4,00,000 Further allotment

4. 1986 600000 4,00,001-10,00,000 10,00,000 Public Issue 5. 2013 4000000 10,00,001-50,00,000 50,00,000 Preferential

Allotment

(b) Size of present issue giving separately reservation for preferential allotment to promoters and others. Not Applicable.

(c) Paid-up capital: 50,00,000 equity shares of ` 10/- each fully paid aggregating to ` 5,00,00,000. The company does not have any outstanding convertible warrant or any other security.

(i) After the present issue Not Applicable

(ii) After conversion of debentures (if applicable) Not Applicable

On 25.11.2013, the Company had allotted 40,00,000 equity shares having face value of Rs. 10/- each on preferential basis to Promoters/ Non-Promoters at a price of Rs. 10/- each.

III. Terms of the present issue

The company is an existing listed company on Ahmedabad Stock Exchange and with that status the application is filed for listing under permitted category with BSE and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO.

(a) Terms of payments. Not Applicable (b) Rights of the instrument holders. Not Applicable

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(c) How to apply – availability of forms, prospectus and mode of payment. Not Applicable (d) Any special tax benefits for company and its shareholders. Not Applicable

IV. Particulars of the issue

The company is an existing listed company on Ahmedabad Stock Exchange and with that status the application is filed for listing under permitted category with BSE and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO.

(a) Objects. Not Applicable (b) Project cost. Not Applicable (c) Means of financing (including contribution of promoters). Not Applicable

V. Company, management and project

(a) History and main objects and present business of the company.

Brief History of the Company:

The Company was incorporated under the Companies Act, 1956 on 26th July 1985 under the name and style of Gujarat Bitumen Limited. The Company was engaged in the business of Asphalt and manufacture of all grades of Asphalt and its allied products. In the year 1986, the Company had bring their Initial Public Offer of 6,00,000 equity shares @ Rs. 10/- each.

Presently the main business of the Company is of Asphalt and all grades of Asphalt and its allied products for any purpose of use. The Company is engaged in the business of constructing roads, etc from the said allied products to various individual clients.

At present the Company is listed at Ahmedabad Stock Exchange with the paid up capital of ` 5.00 crores. The Company’s registered office is 501, Aakruti, Nr. Stadium Circle, Navrangpura, Ahmedabad – 380 009, Gujarat.

Main objects of the Company:

To carry on the business of Asphalt and manufacture of all grades of Asphalt and its allied products for any purpose, whatsoever and to manufacture, sell and supply drums, paint, packing materials, expansion joint fillers, water proof materials, anticorrosive paint, tarfelt, chemicals of any kind and other derivatives of Asphalt.

Business Activity

Presently the main business of the Company is into infra activities and construction of roads from Bitumen and other allied products. The infrastructure industry is an integral part of the

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economy. As an industry, the growth of the construction sector exceeds the GDP growth, creating plenty of possibilities for development in the future. The construction sector is expected to grow rapidly in an expanding economic environment. The demand for residential buildings picked up faster and remained strong in India apart from the several infrastructural projects undertaken by the Central & State Governments. The company is intending to continue in the construction contracts business to encash the present demand. The company also intends to invest and trade in real estate and provide consultancy services to companies in the real estate market. However in the short term from time to time there will be challenges that will temper the outlook in the interim term.

MAJOR EVENTS

Year Event In the year 1985

Incorporated as “Gujarat Bitumen Limited” and commenced operations

In the year 1986

Public Issue and Listing at Ahmedabad Stock Exchange

In the year 2008

Change in Registered Office to 2672, Sodagar Ni Pole, Zaveri Vad, Relief Road, Ahmedabad – 380001, Gujarat

In the year 2013

Preferential Issue of Equity Shares

In the year 2014

Change in Registered office to 501, Aakruti, Near Stadium Circle, Navrangpura, Ahmedabad- 380009, Gujarat, India.

(b) Subsidiary (ies) of the company, if any; Nil

DETAILS OF CORE PROMOTERS OF THE COMPANY:

Mr. Parimal Suryakant Patwa

Mr. Parimal Suyakant Patwa, aged about 55 years, is a higher secondary graduate and has in depth knowledge in business planning, accounts and tax. He has over 30 years experience in infrastructure and finance sector. His outspoken skills and dynamic skills will benefit the company in all ways. He takes care of operations in the Company in an efficient manner which shall help the Company in attaining its structured objectives.

Mr. Mohan Laxmandas Punjabi

Mr. Mohan Punjabi, aged about 45 years, is a qualified Bachelor in Commerce and has in depth knowledge in business planning, accounts and tax. He has over 24 years experience in infrastructure, logistics and finance sector. His outspoken skills and dynamic skills will benefit the company in all ways. He takes care of operations in the Company in an efficient manner which shall help the Company in attaining its structured objectives.

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Board of Directors:

Name Father’s/ Spouse’s Name

Designation in Board

Age, Nationality, Occupation

Residence Address

Other Directorships

Parimal Patwa

Suryakant Patwa

Director Non-Independent, Executive

55 years, Indian, Business

2672, Sodagar Ni Pole, Opp. Ambali Pole, Upashrav, Zaweriwad, Relief Road, Ahmedabad-1 Gujarat, India

One

Mohan Punjabi

Laxmandas Punjabi

Managing Director, Non-Independent, Executive

45 years, Indian, Business

M/60/358, Pragatinagar, Narangpura, Ahmedabad - 13 Gujarat, India

Nil

Nirmal Kumar Tiwari

Ramnath Tiwari

Independent, Non-Executive

59 years, Indian, Business

21, Surdhara Bunglow, Drive In Road, Thaltej, Ahmedabad 380054, Gujarat, India

One

Naresh Chimplunkar

Dattaram Chimplunkar

Independent, Non-Executive

43 years, Indian, Service

M/11, Shantinath Society, Vejalpur, Ahmedabad-51, Gujarat

Nil

(e)Location of Development centre. Not Applicable

(f) Plant and machinery, technology, process, etc. Not Applicable

(g) Collaboration, any performance guarantee or assistance in marketing by the collaborators. Not Applicable

(h) Infrastructure facilities and utilities like water, electricity, etc. Applicable

(i) Schedule of implementation of the project and progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, trial production, date of commercial production, etc. Not Applicable

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(j)The products:

(i) Nature of the product(s) – consumer /industrial and end-users. Consumer

(ii) Approach to marketing and proposed marketing set up.

The company has tied up with regional brokers for the sale of the products and getting orders. In future Company is planning to participate in exhibitions, stalls, digital advertising, print media advertising, etc for personal interaction with the customers.

(iii)Export possibilities and export obligations, if any (in case of a company providing any “service” particulars, as applicable, be furnished). Not Applicable

(k) Future prospects – expected capacity utilization during the first three years from the date of commencement of production, and the expected year when the company would be able to earn cash profits and net profits. Stock market data for shares/debentures of the company (high/low price) in each of the last three years and monthly high/low during the last six months (where applicable). Not Applicable

VI. Following particulars in regard to the company and other listed companies under the same management within the meaning of section 370(1B), which made any capital issue during the last three years:

Not Applicable as there are no listed companies under the same management.

Name of the company: Not Applicable

Year of Issue Not Applicable

Type of Issue Not Applicable

(Public/rights/composite)

Amount of Issue Not Applicable

Date of closure of issue Not Applicable

Date of completion of delivery of share/debenture certificates. Not Applicable

Date of completion of the project, where object of the issue was financing of a project. Not Applicable

Rate of dividend paid Not Applicable

VII.

(a) Outstanding litigation pertaining to-

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(i) Matters likely to affect operation and finances of the company including disputed tax

liabilities of any nature: Not Applicable

(ii) Criminal prosecution launched against the company and the directors for alleged offences under the enactment specified in paragraph 1 of Part I of Schedule XIII to the Companies Act, 1956. There are no criminal proceedings launched against the company or its Directors.

(b) Particulars of default, if any, in meeting statutory dues, institutional dues, and towards instrument holders like debentures, fixed deposits, and arrears on cumulative preference shares, etc (also give the same particulars about the companies promoted by the same private promoters and listed on stock exchanges). Not Applicable. There is no default in meeting statutory dues, institutional dues. The company do not have any instrument holders like debentures, fixed deposits, cumulative preference shares, etc.

(c) Any material development after the date of the latest balance sheet and its impact on performance and prospects of the company. Not Applicable

VIII.

Management perception of risk factors (e.g., sensitivity to foreign exchange rate fluctuations, difficulty in availability of raw materials or in marketing of products, cost/time overrun, etc.).

Foreign exchange rate fluctuations: As the Company’s activities are domestic oriented, foreign exchange fluctuations do not have any impact on the functioning of the Company.

Raw materials availability: Raw materials are available but due to the inflationary conditions and government policies the same may be available at higher rates thereby reducing the bottomline.

Marketing of products: The Company has tied up with regional brokers for the sale of the products and getting orders.

Cost/time over run: The Company expects to complete the existing ventures on time. The Company do not expect and cost/time over run.

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PART II

A. General information

1. Consent of directors, auditors, solicitors/ advocates, managers to the issue, Registrar of issue, bankers to the company, bankers to the issue and experts. Not Applicable. The company is an existing listed company on Ahmedabad Stock Exchange and with that status the application is filed for listing under permitted category with BSE and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO.

2. Expert opinion obtained, if any. Not Applicable. The company is an existing listed company on Ahmedabad Stock Exchange and with that status the application is filed for listing under permitted category with BSE and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO.

3. Change, if any, in directors and auditors during the last three years, and reasons thereof.

There are certain changes in the Board of Directors which are furnished hereunder:

S. No Name of the Director Date of appointment

Date of Resignation

Remarks

1 Mohan Laxmandas Punjabi

10.09.2013 ---

2 Nirmal Kumar Ramnath Tiwari

20.10.2013 ---

3 Jayendra Kantilal Doshi 20.10.2013 4 Jyoti Dhirajlal Shah 10.09.2013 5 Naresh Dattaram

Chimplunkar 20.12.2013 --- Independent

Director

Change in Auditor from F.Y. 2014-15 and the detail for is furnished herein under

M/S LOONIA & ASSOCIATES. Chartered Accountants New Cloth Market, O/s Raipur Gate, Ahmedabad- 2 (Mem. No.: 135424) (FRN: 130883W) Phone: 079 22166502 Email: [email protected]

M/s Ashwin H. Shah & Co, Chartered Accountant had resigned as an statutory auditor of the Company and thus due to casual vacancy of the same, the Board of Directors in their meeting held on 23rd May, 2014 appointed M/s Loonia & Associates, Chartered Accountants as a

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statutory auditor for the FY 2014-15 and the same will be regularize by the members of the Company in ensuring Annual General Meeting.

4. Authority for the issue and details of resolution passed for the issue. Not Applicable. The company is an existing listed company on Ahmedabad Stock Exchange and with that status the application is filed for listing under permitted category with BSE and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO.

5. Procedure and time schedule for allotment and issue if certificates. Not Applicable. The company is an existing listed company on Ahmedabad Stock Exchange and with that status the application is filed for listing under permitted category with BSE and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO.

6. Names and addresses of the company secretary, legal advisor, lead managers, co-managers, auditors, bankers to the company, bankers to the issue and brokers to the issue. Not Applicable. The company is an existing listed company on Ahmedabad Stock Exchange and with that status the application is filed for listing under permitted category with BSE and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO. However the details of the present company secretary, statutory auditors, bankers, are as follows: COMPANY SECRETARY AND COMPLIANCE OFFICER MR. VINAYKUMAR D. NAVLAKHA 501, Aakruti Near Stadium Circle Navrangpura, Ahmedabad – 380 009, Gujarat Ph.No./ Fax:- +79- 26403031 STATUTORY AUDITORS

M/S LOONIA & ASSOCIATES. Chartered Accountants New Cloth Market, O/s Raipur Gate, Ahmedabad- 2 (Mem. No.: 135424) (FRN: 130883W) Phone: 079 22166502 Email: [email protected]

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(The Company had changed its Statutory Auditor from the F.Y. 2014-15 onwards. Earlier till FY 2013-14 the Statutory Auditor of the Company were M/s Ashwin H. Shah & Co, Chartered Accountants, Ahmedabad) MAIN BANKER Allahabad Bank

DEMAT CREDIT

The Company has executed Agreement with NSDL and CDSL for its securities in Demat form as per the following details:

On 17th January, 2014tripartite agreements have been signed between the Company, the Registrar and CDSL for admission of its securities in the depository system with ISIN No. INE003Q01012

Tripartite agreements have been signed between the Company, the Registrar and NSDL for admission of its securities in the depository system with ISIN No. INE003Q01012

Investors may contact Registrar and Transfer Agent or Compliance officer in case of any query / difficulties in dealing with the securities of the company. LISTING Application is being made to BSE, for permission to deal in and for an official quotation of the Equity Shares of the Company. The Company has taken steps for completion of necessary formalities for direct listing of its shares and commencement of Trading at the Bombay Stock Exchange. REGISTRAR OF COMPANIES Roc Bhavan , Opp Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad-380013 STOCK EXCHANGE WHERE COMPANY IS LISTED Ahmedabad Stock Exchange Limited Kamdhenu Complex, Opp. Sahajanand College, Panjrapole, Ahmedabad-380015,Gujarat

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ELIGIBILITY CRITERION The Company is submitting its Information Memorandum, containing information about itself, making disclosures in line with the disclosure requirement for public issues, as applicable, to BSE for making the said Information Memorandum available to public through their website viz. www.bseindia.com PROHIBITION BY SEBI The Company, its Directors, its Promoters, other companies promoted by the Promoters and companies with which the Company’s Directors are associated as directors have not been prohibited from accessing the capital market under any order or direction passed by SEBI. 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 sources 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.

B. Financial Information Reports to be set out

1.

A report by the auditors of the company with respect to-

(a) Profits and losses and assets and liabilities, in accordance with sub clause (2) or (3) of this clause, as the case may require; and

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Auditor’s Report to the Members of Gujarat Bitumen Limited for the financial year ended 31st March, 2014.

INDEPENDENT AUDITORS' REPORT

To The Members of Gujarat Bitumen Limited.

Report on the Financial Statements We have audited the accompanying financial statements of Gujarat Bitumen Limited,

Ahmedabad (" the Company"), which comprises Balance Sheet as at 31st March, 2014 , the statement of Profit & Loss and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 (" the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement , whether due to fraud or error.

Auditors' Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We

conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards required that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and other

information in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement, whether due to fraud and error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriatness of accounting policies used and the reasonableness of the accounting estimates made by the management , as well as evaluating the overall presentation of the financial statements

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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid financial statements give the information required by the Act in the manner so required and give a ture and fair view in conformity with the accounting principles generally accepted in India.

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

b. In the case of the Statement of Profit & Loss, of the Profit for the year ended on that date, and

c. In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements 1 As required by the Companies ( Auditors' Report ) Order, 2003 issued by the Central Government

of India in terms of sub - section ( 4A ) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2 As required by Section 227(3) of the Act, we report that

(i) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) In our opinion, proper books of account as required by law have been kept by the company so far

as appears from our examination of those books. The company does not have any branch.

(iii) The Balance Sheet, the Statement of Profit & Loss and Cash Flow Statement dealt with by this

report are in agreement with the books of accounts.

(iv) In our opinion, the Balance Sheet, the Statement of Profit & Loss Account and the Cash Flow Statement comply with the accounting standards referred to in section 211 ( 3C ) of the Companies

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Act, 1956, except as stated in our report and notes forming part of the accounts.

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

For & on behalf of Ashwin H. Shah & Co.

Chartered Accountants FRN:- 116575W

(Ashwin H. Shah ) Place : Ahmedabad Partner Date : 15.04.2014 ( Mem. No.017045)

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ANNEXURE TO THE AUDITORS' REPORT Referred to in Paragraph 1 under the heading of “report on other legal and regulatory requirements” of our report of even date

1. In respect of the Company’s fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, all the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its fixed assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed of substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of the Company’s inventories:

a) As explained to us, inventories, if any have been physically verified by the management at regular intervals during the year.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventories. As explained to us, the discrepancies noticed on physical verification of inventories as compared to the book records were not material and have been properly dealt with in the books of account.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a) According to the information & explanations given to us, the Company has not granted any loan to companies, firms or other parties covered in the register maintained u/s. 301 of the Companies Act, 1956.

b) According to the information and explanation given to us, the Company during the year has not taken any Unsecured Loan from the Companies, firms and other parties covered in the register maintained u/s 301 of the Companies Act, 1956.

c) In our opinion and according to the information and explanation given to us, the rate of interest, wherever applicable and other terms & conditions are not prima facie prejudicial to the interest of the Company.

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d) In our opinion and according to the information and explanation given to us, the interest payments are regular and the principal amount is repayable on demand.

e) There is no overdue amount in respect of loans taken by the Company.

4. In our opinion and according to the information and explanations given to us, there are generally adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods and services during the course of our audit. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weakness in internal control system.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained u/s. 301 of the Companies Act, 1956 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to information and explanations given to us, the Company has not invited or accepted any public deposit, hence the provisions of section 58A, 58AA and any other relevant provision of the Companies Act, 1956 and the rules framed there-under are not applicable to the Company and no order under the aforesaid section have been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any tribunal, on the Company.

7. The Company does not have formal internal audit system but there are adequate checks and controls at all levels. The management has informed us that the steps are being taken to introduce internal audit system commensurate with the size and nature of its business.

8. According to the information and explanations provided by the Company, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act. Accordingly, clause 4(viii) of the Order is not applicable to the Company.

9. In respect of statutory dues:

a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues where ever applicable to the Company.

b) According to information and explanation given to us, there are no undisputed amounts payable in respect of Income Tax, Sales Tax, Service Tax, and other statutory bodies which have remained outstanding as on 31st March, 2014 for a period of more than six months from the date they become payable.

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c) According to the information and explanation given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute.

10. The Company has accumulated losses of Rs. 2,14,404/- at the end of the financial year. The company has not incurred any cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not taken any loan from financial institutions or banks. The Company does not hold any debentures.

12. According to information and explanations given to us, and based on the documents and records

produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore the provisions of clause 4(xii) of the Order are not applicable to the Company.

13. In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, Debentures and other investments. Accordingly, the provisions of Clause (xiv) of paragraph 4 of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company. However, as and when the Company deals in shares and securities, proper entries are made in records maintained for the purpose.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. In our opinion and according to the information and explanation given to us, the Company has not

raised any term loan.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, prima facie, we report that the company has not raised any funds either on short term basis or on long term basis.

18. During the year, the Company has made 40,00,000 equity shares having face value of Rs. 10/- each on preferential allotment of shares which includes 4,00,000 equity shares allotted to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures and therefore the question of creating security & charge in respect thereof does not arise.

20. The Company has not raised any money by way of public issue during the year. However, the Company had raised funds by way of allotting 40,00,000 equity shares on preferential basis to promoters / non promoters.

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21. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year. For & on Behalf of Ashwin H. Shah & Co. Chartered Accountants FRN:- 116575W Ashwin H. Shah Place: Ahmedabad Partner Date: 15.04.2014 M.No. 017045

The Financial Performance as per Audited Balance Sheet is as follows:-

(Amount in `)

Particulars Year Ended on 31st March, 2014 ( Audited)

Year Ended on 31st March, 2013 ( Audited)

Year Ended on 31st March, 2012 ( Audited)

Total Revenue from Operations & Services

11,32,546 3,47,281 3,13,354

Total Expenditure 9,65,015 33,816 1,57,846 Profit After Tax 1,15,531 2,16,602 1,07,865 Fixed Assets ( Net Block) 21,771 118 144 Long Term Loan & Advances including Capital Advances

4,89,37,540 1,06,40,076 1,03,54,523

Trade Receivables 2,27,483 Nil Nil Trade Payable 1,18,450 29,000 Nil Long Term Borrowings Nil Nil Nil Short Term Provisions 24,826 65,125 997 Equity Capital ( Paid Up) 5,00,00,000 1,00,00,000 98,03,750 Reserves & Surplus (1,40,504) 2,56,035 4,72,637 Total Net Worth 4,98,59,496 97,43,965 93,31,113 Dividend ( %) Nil Nil Nil EPS(%) 0.04 0.08 0.11

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Financial Restated Audited Accounts Details of the Company after regrouping for the Last Five years i.e FY 2013-14, 2012-13, 2011-12, 2010-11 & 2009-10 in Schedule VI format of the Companies Act, 1956

SUMMARY STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED (` In Lacs)

Particulars As at March 31st

2014 2013 2012 2011 2010 I. EQUITY AND LIABILITIES 1 Shareholders’ funds (a) Share capital 500.00 100.00 98.04 98.04 98.04 (b) Reserves and surplus (1.40) (2.56) (4.72) (5.80) (14.76) 2 Non-current liabilities (a) Other Long term liabilities 0 6.60 10.75 0 0 3 Current liabilities (a) Short-term borrowings 0 0 0 0 0 (b) Trade payables 1.18 4.37 0 9.27 6.25 (c) Other current liabilities 0 0 0 0 0 (d) Short-term provisions 0.75 0.65 0 2.06 0.50

TOTAL 500.53 109.06 104.07 103.57 90.03

II. ASSETS 1 Non-current assets (a) Fixed assets

(i) Tangible assets 0.22 0 0 0 0 (ii) Intangible assets 0 0 0 0 0 (b) Non-current investments 0 0 0 0 20.52 (c ) Deferred Tax Assets ( Net) 0 0 0 0 0 (d) Long-term loans and advances 489.27 106.40 103.55 90.24 68.12 (e) Other non-current assets 0.38 0 0 0 0 2 Current assets (a) Inventories 0 0 0 0 0 (b) Trade receivables 2.27 0 0 13.01 0 (c) Cash and cash equivalents 8.39 2.66 0.52 0.32 1.39 (d) Short-term loans and advances 0 0 0 0 0

TOTAL 500.53 109.06 104.07 103.57 90.023

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SUMMARY STATEMENT OF PROFIT AND LOSS ACCOUNT, AS RESTATED (` In Lacs)

Particulars As At 31st March

2014 2013 2012 2011 2010 I. Revenue from operations 9.26 0.30 0.27 29.24

II. Other income 0.64 3.17 2.86 31.82.593 2.36

III. Total Revenue (I + II) 9.90 3.47 3.13 31.83 2.36

IV. Expenditure Expenditure towards services rendered 2.27 0 0 0 0

Employee benefits expense 0.32 0 1.20 3.66 0.36

Finance costs 0.02 0 0 0 0 Depreciation and amortization expense 0 0 0 0 0 Other expenses 5.62 0.34 0.38 17.15 0.39

Total expenses 8.23 0.34 1.58 20.81 0.75V. Profit Before Tax ( III - IV) 1.67 3.13 1.55 11.02 1.61VI Tax expense:

(1) Current tax 0.52 0.97 0.30 2.06 0.50 (2) Short / Excess Provision 0 0 0.18 0 0.46 (3) Deferred tax 0 0 0 0 0

0.52 0.97 0.48 2.06 0.96

VII Profit (Loss) for the period (V- VI) 1.15 2.16 1.07 8.96 0.65 Less: Transferred to Special Reserve 0 0 0 0 0.13

Amount to be transferred to P & L A/c 1.15 2.16 1.07 8.96 0.52

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CASH FLOW STATEMENT, AS RESTATED (` In Lacs) Sr. No. Particulars As On 31st March,

2014 2013 2012 2011 2010 A. CASH FLOW FROM OPERATING ACTIVITIES:-

Net Profit before Tax as per Profit & Loss Account 1.67 3.13 1.55

Net Profit After Tax 8.96 0.65 Adjusted for: Excess Provision Written OFf 0.07 0 0 0 0 0.07 0 0 0 0

Operating Profit before Working Capital Changes 1.74 3.13 1.55 8.96 0.65

Adjusted for: Trade Receivables (2.27) 0 13.01 4.59 (1.21)

Increase in Short Term / Long Term Loans & Advances (382.87) (2.86) -13.58 0 0 Trade Payable, Other Current Liabilities & Provisions (3.67) (0.10) (0.79) (35.12) (1.60) (388.81) (2.96) (1.36) (30.53) (2.81)

Cash Generated From Operations (387.07) 0.17 0.19 (21.57) (2.15)

Taxes Paid

Net Cash from Operating Activities (387.07) 0.17 0.19 (21.57) (2.15)

B. CASH FLOW FROM INVESTING ACTIVITIES:- Purchase of Fixed Assets (0.21) 0 0 0 0 Purchase/ Sale of Investments 0 0 0 20.52 0 Movement in Loans & Advances ( Net) 0 0 0 0 0 Other Non-current assets (0.38) 0 0 0 0 Interest Income

Net Cash ( used in) Investing Activities (0.59) 20.52

C. CASH FLOW FROM FINANCING ACTIVITIES:- Proceeds from Issue of Share Capital 400.00 1.96 00 0 0 Decrease in Other Non Current Liabilities (6.60) 0 0 0 0 Finance Cost 0 0 0 0 0 Net Cash ( used in)/ from Financing Activities 393.40 1.96 0 0 0

D. Net Increase in Cash or Cash Equivalents ( A + B +C ) 5.74 2.13 0.19 (1.05) (2.15)

E. Opening Balance of Cash and Cash Equivalents 2.66 0.52 0.33 1.39 3.54

Closing Balance of Cash and Cash Equivalents ( D + E ) 8.40 2.66 0.52 0.33 1.39

We would like to further inform that we have already submitted last five year Annual Report for your reference. As there is Change in Schedule VI of the Companies Act, 1956, it would be better to view Annual Return. Further all the figures have been shown in Lacs.

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NOTES FORMING PARTS OF ACCOUNTS FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2014:

1. Significant Accounting Policies of Accounting Standard

Basis of Preparation of Financial Statement

The financial statements have been prepared under the historical cost convention method in accordance with the generally accepted accounting principles and the provisions of the Companies act 1956. The Company follows mercantile system of accounting and recognizes income and expenditure on accrual basis except in the case of significant uncertainty relating to income.

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of financial statements and reported amount of revenues and expenses for the year. Actual results could differ from these estimates. Difference between the actual result and estimates are recognized in the period in which the results are known/ materialized. Any revision to an accounting estimate is recognized prospectively in the year of revision.

Revenue Recognition

Income and expenditure are recognized and accounted on accrual basis, except in case of significant uncertainties.

Fixed Assets and Depreciation

Fixed assets are stated at their cost on acquisition less accumulated depreciation. Cost of acquisition is inclusive of freight, duties and other directly attributable cost incurred to bring the assets to their working condition for use.

Depreciation on Fixed Assets is provided on Written Down Value method in accordance with the provisions of the Companies Act, 1956 in the manner and at the rates specified in the Schedule XIV to the said Act, on pro-rata basis.

Miscellaneous Expenditure

The Company has written off the expenditure of increase in authorised share capital in the current year itself.

Investment NIL

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Inventories

NIL, However the closing stock of are valued at Cost or Market Value whichever is lower on FIFO basis.

Taxes on Income

a) Current Tax The current charge for income tax is calculated in accordance with the relevant provisions as prescribed under the Income Tax Act, 1961.

b) Deferred Tax Deferred tax charge or credit reflects the tax effects of timing differences between accounting income and taxable income for the period. The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognized using the tax rates that have been enacted or substantively enacted by the Balance Sheet date. Deferred tax assets are recognized only if there is virtual certainty of realization of such assets. Deferred tax assets are reviewed at each balance sheet date.

Segment Reporting

The Company deals in only one reportable segment and hence requirement of Accounting Standard 17 “Segment Reporting” issued by ICAI is not applicable.

Micro, Small and Medium Enterprises Development Act, 2006

Based on the information available with the company in respect of MSME (as defined in the Micro Small & Medium Enterprise Development Act, 2006) there are no delays in payment of dues to such enterprises during the year.

As per information available with the Company about suppliers whether they are covered under Micro, Small and Medium Enterprises Act, 2006. As on date, the Company has not received confirmation from any suppliers who have registered under the “Micro, Small and Medium Enterprise Development Act, 2006” and hence no disclosure has been made under the said Act.

Provision, Contingent Liabilities and Contingent Assets:-

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized in the books of accounts and disclosed as notes to accounts. Contingent assets are neither recognized nor disclosed in the financial statements.

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(b) The rates of dividends, if any, paid by the company in respect of each class of shares in the

company for each of the five financial years immediately preceding the issue of the prospectus, giving particulars of each class of shares on which such dividends have been paid and particulars of the cases in which no dividends have been paid in respect of any class of shares for any of those years, and, if no accounts have been made up in respect of any part of the period of 10 ( Ten) years ending on a date of three months before the issue of the prospectus, containing a statement of that fact (and accompanied by a statement of the accounts of the company is respect of that part of said period up to a date not earlier than six months of the date of issue of prospectus indicating the profit or loss for that period and the assets and liabilities position as at the end of that period together with a certificate from the auditors that such accounts have been examined and found correct by them. The said statement may indicate the nature of provision or adjustments made or are yet to be made).NA 2. If the company has subsidiaries, the report shall- (a) So far as regards profits and losses, deal with the profits or losses of the company(distinguishing items of a non-recurring nature) for each of the five financial years immediately preceding the issue of prospectus; and

Particulars As at 31.03.2014

`

As at 31.03.2013

`

As at 31.03.2012

`

As at 31.03.2011

`

As at 31.03.2010

`

Income: Nil Nil Nil Nil Nil

(b) So far as regards assets and liabilities, deal with the assets and liabilities of thee company as the last date to which the accounts of the company were made up: Not Applicable 3. If the company has subsidiaries, the report shall- (a) So far as regards profits and losses, deal separately with the company’s profits or losses as provided by sub-clause (2) and in addition deal either- (i) As a whole with the combined profits or losses of its subsidiaries so far as they concern members of the company; or NA (ii) Individually with the profits or losses or each subsidiary, so far as they concern members of the company; or, instead of dealing separately with the company’s profits or

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losses deal as a whole with the profits or losses of the company, and so far as they concern members of the company, with the combined profits or losses of its subsidiaries, and NA (b) So far as regards assets and liabilities, deal separately with the company’s assets and liabilities as provided by sub-class (2) and in addition, deal either- (i) As a whole with the combined assets and liabilities of its subsidiaries, with or without the company’s assets and liabilities, or NA (ii) Individually with the assets and liabilities of each subsidiary; and shall indicate as respects the assets and liabilities of the subsidiaries, the allowance to be made for persons other than members of the company. NA 4.

If the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly-

(i) In the purchase of any business; or NA (ii) In the purchase of an interest in any business and by reason of that purchase, or anything to be done in consequence thereof, or in connection therewith; the company will become entitled to an interest as respects either the capital or profits and losses or both, in such business exceeding fifty percent, thereof; a report made by accountants (who shall be named in the prospectus) upon- (a) The profits or losses of the business for each of the five financial years immediately preceding the issue of the prospectus, and NA (b) The assets and liabilities of the business at the last date to which the accounts of the business were made up being a date not more than one hundred and twenty days before the date of the issue of the prospectus. NA

The company is an existing listed company on Ahmedabad Stock Exchange and with that status the application is filed for listing under permitted category with BSE and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO.

5.

(i) If-(a) the proceeds or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly in any manner resulting in the acquisition by the company of shares in any other body corporate; and NA

(b) by reason of that acquisition or anything to be done in consequence thereof or in connection therewith, that body corporate will become a subsidiary of the company; a report made by accountants (who shall be named in the prospectus) upon- NA

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(i) The profits or losses of the other body corporate for each of the five financial years immediately preceding the issue of the prospectus, and NA

(ii) The assets and liabilities of the other body corporate at the last date to which its accounts were made up.

(2) The said report shall-

(a) indicate how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the company and what allowance would have fallen to be made, in relation to assets and liabilities so dealt with for holders of other shares, if the company had at all material times held the shares to be acquired; and NA

(b) where the other body corporate as subsidiaries deal with the profits or losses and the assets and liabilities of the body corporate and its subsidiaries in the manner provided by sub-clause (2) above in relation to the company and its subsidiaries. NA

6.

Principal terms of loan and assets charged as security. NA

C. Statutory and other information 1. Minimum subscription NA 2. Expenses of the issue giving separately fee payable to: (a) Advisers. NA (b) Registrars to the issue. NA

However the Company has RTA who is the common registry agent, Details of the RTA are:

M/s. Link Intime India Pvt. Ltd. Unit No 303, 3rd floor Shoppers Plaza V, Opp Municipal Market, Behind Shoppers Plaza II, Off C G Road, Ahmedabad 380009 Phone: 079-2646 5179 Fax: 079-2646 5179 Email: [email protected] 

(c) Managers to the issue. NA (d) Trustees for the debenture holders. NA

3. Underwriting commission and brokerage. NA 4. Previous issue for cash. NA

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5. Previous public or rights issue, if any (during the last five years) (a) Date of allotment: NA

Closing Date NA Date of Refunds NA Date of listing on the Stock Exchange: NA

(b) If the Issue(s) at premium or discount and the amount thereof. NA

(c) The amount paid or payable by the way of premium, if any, on each share which had been issued within the two years preceding the date of prospectus or is to be issued, stating the dates or proposed dates of issue and where some shares have been or are to be issued at a premium and other shares of the same class at a lower premium or at par or at discount, the reasons for differentiation and how many premium received have been or are to be disposed. NA

6. Commission or brokerage on previous issue. NA

7. Issue of shares otherwise than for cash. NA

8. Debentures and Redeemable Preference shares and other instruments issued by the Company outstanding as on the date of the prospectus and terms of Issue. NA

9. Option to Subscribe. NA

10. Purchase of Property:- (i) As respects any property to which this clause applies-

(a) The names, addresses, descriptions and occupation of the vendors; NA

(b) The amount paid or payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor, or the company is as sub-purchaser, the amount so paid or payable to each vendor, specifying separately the amount, if any, paid or payable for goodwill; NA

(c) The nature of the title or interest in such property acquired or to be acquired by the company; NA

(d) Short particulars of every transaction relating to the property completed within the two preceding years, in which any vendor of the property to the company or any person who is, or was at the time of the transaction, a promoter, or a director of the company had any interest, direct or indirect, specifying the date of the transaction and the name of such promoter,

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director or proposed director and stating the amount payable by or to such vendor, promoter, director or proposed director in respect of the transaction. NA

(ii) The property to which sub-clause (i) applies is a property purchased or acquired by the company or proposed to be purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectus or the purchase or acquisition of which has not been completed at the date of issue of the prospectus, other than property - NA

(a) The contract for the purchase or acquisition whereof was entered into in the ordinary course of the company’s business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract, or

(b) As respects which the amount of the purchase money is not material. NA

(iii)For the purpose of this clause, where a vendor is a firm, the members of the firm shall not be treated as separate vendors. NA

(iv) If the company proposed to acquire a business which has been carried on for less than three years, the length of time during which the business has been carried on. NA 11. (i) details of directors, proposed directors, whole-time directors, their remuneration, appointment and remuneration of managing directors, interest of directors, their borrowing powers and qualification shares. NA Any amount or benefit paid or given within two preceding years or intended to be paid or given to any promoter or officer and consideration for payment of giving the benefit. NA (ii)The dates, parties to, and general nature of-NA (a)Every Contract appointing or fixing the remuneration of a Managing Director, Manager whenever entered into that is to say, whether within or more than, two years before the date of prospectus.NA (b)Every other material contract, not being a contract entered into in the ordinary course of business carried on or intended to be carried on by the company or a contract entered into more than two years before the date of prospectus.NA A reasonable time and place at which any such contract or a copy thereof may be inspected.

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33  

(iii)Full particulars of the nature and extend of the interest, if any, of every director or promoter -

(a) In the promotion of the company; or NA (b) In any property acquired by the company within two years of the date of the prospectus or

proposed to be acquired by it. NA Where the interest of such a director or promoter consists in being a member of a firm or company, the nature and extent of the interest of the firm or company, with a statement of all sums paid or agreed to be paid to him or to the firm or company in cash or shares or otherwise by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by him or by the firm or company, in connection with the promotion or formation of the Company. NA The company is an existing listed company on Ahmedabad Stock Exchange and with that status the application is filed for listing under permitted category with BSE and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO.

12. Rights of members regarding voting, dividend, lien on shares and thee process for modification of such rights and forfeiture of shares. NA

13. Restrictions, if any, on transfer and transmission of shares/debentures and on their consolidation/ splitting. NA

14. Revaluation of assets, if any (during last five years) NA

15. Material contracts and inspection of documents, e.g. NA

A. Material Contracts. NA

B. Documents. NA

C. Time and place at which the contracts together with documents will be available for inspection from the date of prospectus until the date of closing of the subscription list. NA

Page 35: INFORMATION MEMORANDUM FOR LISTING OF€¦ · information memorandum for listing of 50, 00,000 equity shares of ` 10/- each fully paid up of gujarat bitumen limited cin no. l24117gj1985plc007985

34  

PART III

Provisions applying to parts I and II of the schedule

16. Every person shall, for the purpose of this schedule, be deemed to be a vendor who has entered into any contract, absolute or conditional, for the sale or purchase or for any option of purchase, of any property to be acquired by the company, in any case where-

(a) The purchase money is not fully paid at the date of the issue of the prospectus;

(b) The purchase money is to be paid or satisfied, wholly or in part, out of the proceeds of the issue offered for subscription by the prospectus;

(c) The contract depends for its validity or fulfillment on the result of that issue.

17. Where any property to be acquired by the Company is to be taken on lease, this schedule have effect as if the expression “Vendor” included the lessor, the expression “Purchase money” included the consideration for the lease, and the expression “Sub-purchaser” included a sub lessee.

18. If in the case of a company which has been carrying on business, or of a business which has been carried on for less than five years, the accounts of the company or business have only been made up in respect of four such years, three such years, two such years or one such year, Part II of this schedule shall have effect as if references to four financial years, three financial years, two financial years or one financial years, as the case may be, were substituted for references to five financial years.

19. where the five financial years immediately preceding the issue of prospectus which are referred in Part II of this schedule or is this part cover a period of less than five years, references to the said five financial years in either Part shall have effect as if references to a number of financial years the aggregate period covered by which is not lesser than five years immediately preceding the issue of prospectus were substituted for references to the five financial years aforesaid.

20. Any report required by Part II of this schedule shall either –

(a) indicate by way of note any adjustments as respects the figures of any profits or losses or assets and liabilities dealt with by the report which appear to the persons making the report necessary, or

(b) Make those adjustments and indicate that adjustments have been made.

21. Any report by accountants required by Part II of this Schedule-

(a) Shall be made by accountants qualified under this Act for appointment as auditors of the company, and

Page 36: INFORMATION MEMORANDUM FOR LISTING OF€¦ · information memorandum for listing of 50, 00,000 equity shares of ` 10/- each fully paid up of gujarat bitumen limited cin no. l24117gj1985plc007985

r ' h , i s a r r o l f l cc r o r se r 'a r t . o r a par tnc ro r i l r t het l t c ( ' . r ' r l l a r , \

o r - o I ' t l r c ( ' ' n r | ) l l r \ s s r rb r i , . i i l r r - i o r -

conr l ) l l n \ ' ' s ho ld i r r_e co l lp l l t \ .

For the pt t rposc of - t l r is c la t tsc- t l re c \ l l rcss ion "o l '1 lcer" shal l inc lude a pro 'oseci d i rector butnot an audi tc l r .

2 2 ' I n s p e c t i o l l o f ' c l o c t t t l l c t t t s : I l e a s o n a b l c t i r n c u n c l p l a c e a t u , h i c l i c o p i e s o l ' a l l b a l a n c e s l i e e t sa n d p r 0 l i t a r l d l t l ' s s a c c t l t t l l t s . i l ' a r t - t - o n \ \ h i c l r r l r c r e 1 ' r c l r t o l ' t h e a L r c l i t o r s i s b u s e d . u l r c l r n a t e r i a lc o n t r a c t s a n d o t h e l t i o c L u n c n t s n r a r l r c i n s p c c r c t i .

Note . - l -e r t l l " ) 'ea l ' ' ' t r l te t 'evc t ' t t scc l hc le in e u r l rc r ' . n rc l rns l l ra r ' c ia l year . .

Declarat ion: That al l the relevant provis ions of the Companies Act, 1956.and the guidel inesissued by the Govertrtnent ltave beeti cotnplied u,ith and no statement nrade in prospectus iscot t t rary to the p l 'ov is ior ts o f Cotn l )an ics . \c t . 1956. ar rcJ ru les tSere urder .

I ior, G uja t B i t u n l e n I - i n r i t e d

N{ : rnag ing

N{ohAn I - . I ) t r rr . ja l r i ( l ) lN No. 05279097|

I ' l ace : Ahrncdab : rdDate :26 .02 .2015

(b ) Sha l f r ro t bc - rn l rdc ' bv anv ACCor rn tan l

e i t l l l i i , r l l l t ' i 1 l ( , i . i n l J ' f l . ' g ( ) l ' : c t ' r l r , t . t t l '

h o l d i l t g c o l n l ) l u r - \ o l o l ' a s u b s i d i l l l - \ o l - t h c

35

Page 37: INFORMATION MEMORANDUM FOR LISTING OF€¦ · information memorandum for listing of 50, 00,000 equity shares of ` 10/- each fully paid up of gujarat bitumen limited cin no. l24117gj1985plc007985

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 #DIV/0! 0

Held by public #DIV/0! 0

Total 0 #DIV/0! 0

Outstanding convertible securities:-

No. of outstanding

securities

As a % of total no. of

outstanding convertible

securities

of shares of the

company, assuming

full conversion of

the convertible

securities

Held by promoter/promoter group #DIV/0! 0

Held by public #DIV/0! 0

Total 0 #DIV/0! 0

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

Held by promoter/promoter group #DIV/0! 0

Held by public #DIV/0! 0

Total 0 #DIV/0! 0

Total paid-up capital of the

company, assuming full

conversion of warrants and

convertible securities 5000000

Name of the Company: GUJARAT BITUMEN LIMITED

Scrip Code, Name of the scrip, class of security: 20610/ EQUITY

Quarter ended: SEPTEMBER 30, 2014

Introductory sub-table (I)(a)

Page 38: INFORMATION MEMORANDUM FOR LISTING OF€¦ · information memorandum for listing of 50, 00,000 equity shares of ` 10/- each fully paid up of gujarat bitumen limited cin no. l24117gj1985plc007985

Categ

ory

code

Category of

Shareholder

Number of

Shareholder

s

Total

number

of shares

Number of

shares held in

dematerialized

form

As a

percentage

of(A+B)1

As a

percentage

of (A+B+C)

Number of

shares

As a percentage

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)= (VIII)/(IV)*100

(A) Shareholding of Promoter and Promoter

Group2

1 Indian

(a) Individuals/ Hindu Undivided Family 16 1100000 400000 22.00 22.00 0.00

(b) Central Government/ State Government(s) 0 0 0 0.00 0.00 #DIV/0!

(c) Bodies Corporate 0 0 0 0.00 0.00 #DIV/0!

(d) Financial Institutions/ Banks 0.00 0.00 #DIV/0!

(e) Any Others(Specify) 0.00 0.00 #DIV/0!

(e-i) 0.00 0.00 #DIV/0!

(e-ii) 0.00 0.00 #DIV/0!

Sub Total(A)(1) 16 1100000 400000 22.00 22.00 0 0.00

2 Foreign

a Individuals (Non-Residents Individuals/

Foreign Individuals)

0.00 0.00 #DIV/0!

b Bodies Corporate 0.00 0.00 #DIV/0!

c Institutions 0.00 0.00 #DIV/0!

d Qualified Foreign Investor 0.00 0.00 #DIV/0!

e Any Others(Specify) 0.00 0.00 #DIV/0!

e-i 0.00 0.00 #DIV/0!

e-ii

Sub Total(A)(2) 0 0 0 0.00 0.00 0 #DIV/0!

Total Shareholding of Promoter and

Promoter Group (A)= (A)(1)+(A)(2)

16 1100000 400000 22.00 22.00 0 0.00

Statement Showing Shareholding Pattern

Table (I)(a)

Shares Pledged or otherwise

encumbered

Total shareholding as a

percentage of total

number of shares

Page 39: INFORMATION MEMORANDUM FOR LISTING OF€¦ · information memorandum for listing of 50, 00,000 equity shares of ` 10/- each fully paid up of gujarat bitumen limited cin no. l24117gj1985plc007985

(B) Public shareholding

1 Institutions

(a) Mutual Funds/ UTI 0.00 0.00

(b) Financial Institutions / Banks 0.00 0.00

(c) Central Government/ State Government(s) 0.00 0.00

(d) Venture Capital Funds 0.00 0.00

(e) Insurance Companies 0.00 0.00

(f) Foreign Institutional Investors 0 0 0 0.00 0.00

(g) Foreign Venture Capital Investors 0.00 0.00

(h) Qualified Foreign Investor 0.00 0.00

(i) Any Other (specify) 0.00 0.00

Sub-Total (B)(1) 0 0 0 0.00 0.00

B 2 Non-institutions

(a) Bodies Corporate 0 0 0 0.00 0.00

(b) Individuals 0.00 0.00

I Individuals -i. Individual shareholders

holding nominal share capital up to Rs 1

lakh

737 280000 0 5.60 5.60

II ii. Individual shareholders holding nominal

share capital in excess of Rs. 1 lakh.

22 3600000 3400000 72.00 72.00

(c) Qualified Foreign Investor 0.00 0.00

(d) Any Other (specify) 0.00 0.00

(d-i) Non Resident Repartriates 0 0 0 0.00 0.00

(d-ii) Non Resident Non Repartriates 0 0 0 0.00 0.00

(d-iii) Hindu Undivided Family 2 20000 0 0.40 0.40

Sub-Total (B)(2) 761 3900000 3400000 78.00 78.00

(B) Total Public Shareholding (B)=

(B)(1)+(B)(2)

761 3900000 3400000 78.00 78.00

TOTAL (A)+(B) 777 5000000 3800000 100.00 100.00

(C) Shares held by Custodians and against

which Depository Receipts have been

issued

1 Promoter and Promoter Group 0.00 #DIV/0!

2 Public 0.00

Sub-Total (C ) 0 0 0 0 0

GRAND TOTAL (A)+(B)+(C) 777 5000000 3800000 100.00 0 0.00

Page 40: INFORMATION MEMORANDUM FOR LISTING OF€¦ · information memorandum for listing of 50, 00,000 equity shares of ` 10/- each fully paid up of gujarat bitumen limited cin no. l24117gj1985plc007985

(I)(b) Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the

category “Promoter and Promoter Group”

Number

of shares

held

As a % of

grand total

(A) +(B) +( C )

No. As a percentage As a % of

grand total

(A)+(B)+(C)

of sub-

clause (I)(a )

Number

of

warrant

s

held

As a %

total

number

of

warrant

s

of the

same

class

Number

of

converti

ble

securitie

s

held

As a %

total

number

of

converti

ble

securitie

s

of the

same

class

(I) (II) (III) (IV) (V) (VI)=(V)/(III)*100 (VII) (VIII) (IX) (X) (XI) (XII)

1 Jayendra Kantilal Doshi 49350 0.99 0.00 0.00 #DIV/0! #DIV/0!

2 Jayendra Kantilal Doshi-HUF 46000 0.92 0.00 0.00 #DIV/0! #DIV/0!

3 Jyoti Dhirajlal Shah 47900 0.96 0.00 0.00 #DIV/0! #DIV/0!

4 Kirit Suryakant Patwa 47950 0.96 0.00 0.00 #DIV/0! #DIV/0!

5 Parimal Suryakant Patwa 41500 0.83 0.00 0.00 #DIV/0! #DIV/0!

6 Usha Dhirajlal Shah 46100 0.92 0.00 0.00 #DIV/0! #DIV/0!

7 Nimit Jayendra Shah 48300 0.97 0.00 0.00 #DIV/0! #DIV/0!

8 Mita Kiran Patwa 47400 0.95 0.00 0.00 #DIV/0! #DIV/0!

9 Reshma Gautam Shah 42800 0.86 0.00 0.00 #DIV/0! #DIV/0!

10 Rajvi Jayendra Shah 48650 0.97 0.00 0.00 #DIV/0! #DIV/0!

11 Janak Narrotam Parikh 45000 0.90 0.00 0.00 #DIV/0! #DIV/0!

12 Meena Janak Parikh 48500 0.97 0.00 0.00 #DIV/0! #DIV/0!

13 Prakash Kantilal Shah 47500 0.95 0.00 0.00 #DIV/0! #DIV/0!

14 Rekha Parimal Patwa 44000 0.88 0.00 0.00 #DIV/0! #DIV/0!

15 Amita Kirit Patwa 49050 0.98 0.00 0.00 #DIV/0! #DIV/0!

16 Mohan Punjabi 400000 8.00 0.00 0.00 #DIV/0! #DIV/0!

1100000 22.00 0 0.00 0.00 0 #DIV/0! 0 #DIV/0! 0

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

Total shares

(including underlying

shares assuming full

conversion of

warrants and

convertible securities)

as a % of diluted

share capital

TOTAL

Sr.

No.

Details of warrants Details of

convertible

securities

Name of the shareholder Details of Shares held Encumbered shares (*)

Page 41: INFORMATION MEMORANDUM FOR LISTING OF€¦ · information memorandum for listing of 50, 00,000 equity shares of ` 10/- each fully paid up of gujarat bitumen limited cin no. l24117gj1985plc007985

(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

Number

of

warrants

held

As a %

total

number of

warrants

of

the same

class

Number

of

convertibl

e

securities

held

% w.r.t

total

number of

convertible

securities

of

the same

class

1 Naresh Krishnalal Parekh 100000 2.00 0 #DIV/0! #DIV/0!

2 Ruchit Naresh Parekh 100000 2.00 #DIV/0! #DIV/0!

3 Karan Rohit Jain 300000 6.00

4 Karishma Rohit Jain 300000 6.00

5 Reshmi Rohit Jain 300000 6.00

6 Radhika Karan Jain 200000 4.00

7 Jitendra V Khunt 200000 4.00

8 Asmita J Khunt 100000 2.00

9 Vimla Amritlal Shah JT.

Jignesh Amritlal Shah100000 2.00

10 Gaurang Vara HUF 100000 2.00

11 Jignesh Amritlal Shah - JT.

Nehal Jignesh Shah100000 2.00

12 Jignesh Shah HUF 100000 2.00

13 Nehal Jignesh Shah 100000 2.00

14 Chandrika Dinesh Vara 100000 2.00 #DIV/0! #DIV/0!

15 Dinesh N. Vara-HUF 100000 2.00

16 Dhaniben Narsinh Vara 100000 2.00

17 Upendra K Parekh 200000 4.00

18 Sagar Ambrish Sodha 200000 4.00 #DIV/0! #DIV/0!

19 Darshan M Doshi 200000 4.00

20 Jyoti Kiritkumar Mehta 200000 4.00

21 Kiritkumar Navjitray Mehta 200000 4.00

22 Khushbu K. Mehta 200000 4.00

3600000 72.00 0 #DIV/0! 0 #DIV/0! 0

Total shares

(including

underlying shares

assuming full

conversion of

warrants and

convertible securities)

as a % of diluted

share

capital

TOTAL

Details of warrants Details of convertible

securities

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}

Page 42: INFORMATION MEMORANDUM FOR LISTING OF€¦ · information memorandum for listing of 50, 00,000 equity shares of ` 10/- each fully paid up of gujarat bitumen limited cin no. l24117gj1985plc007985

(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

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 Karan Rohit Jain 300000 6.00 #DIV/0! #DIV/0!

2 Karishma Rohit Jain 300000 6.00 #DIV/0! #DIV/0!

3 Reshmi Rohit Jain 300000 6.00 #DIV/0! #DIV/0!

900000 18.00 0 #DIV/0! 0 #DIV/0! 0

Total shares

(including

underlying

shares

assuming full

conversion of

warrants and

convertible

securities) as a

% of diluted

share capital

TOTAL

Details of warrants Details of convertible

securities

Sr. No. Name(s) of the

shareholder(s) and

the Persons Acting in

Concert (PAC) with

them

Number

of shares

Shares as a

percentage of

total number of

shares

{i.e., Grand Total

(A)+(B)+(C) indicated

in

Statement at para

(I)(a)

above}

Page 43: INFORMATION MEMORANDUM FOR LISTING OF€¦ · information memorandum for listing of 50, 00,000 equity shares of ` 10/- each fully paid up of gujarat bitumen limited cin no. l24117gj1985plc007985

(I)(d)

Sr. No. Name of the shareholder 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 Naresh Krishnalal Parekh 100000 2.00

2 Ruchit Naresh Parekh 100000 2.00

3 Karan Rohit Jain 300000 6.00

4 Karishma Rohit Jain 300000 6.00

5 Reshmi Rohit Jain 300000 6.00

6 Radhika Karan Jain 200000 4.00

7 Jitendra V Khunt 200000 4.00

8 Asmita J Khunt 100000 2.00

9 Vimla Amritlal Shah JT. Jignesh Amritlal Shah 100000 2.00

10 Gaurang Vara HUF 100000 2.00

11 Jignesh Amritlal Shah - JT. Nehal Jignesh Shah 100000 2.00

12 Jignesh Shah HUF 100000 2.00

13 Nehal Jignesh Shah 100000 2.00

14 Chandrika Dinesh Vara 100000 2.00

15 Dinesh N. Vara (HUF) 100000 2.00

16 Dhaniben Narsinh Vara 100000 2.00

17 Mohan Punjabi 400000 8.00

18 Darshan Doshi 200000 4.00

19 Jyoti Kiritkumar Mehta 200000 4.00

20 Kiritkumar N Mehta 200000 4.00

21 Sagar Ambarish Sodha 200000 4.00

22 Upendra K Parekh 200000 4.00

23 Khushbu K. Mehta 200000 4.00

4000000 80.00TOTAL

Statement showing details of locked-in shares

Page 44: INFORMATION MEMORANDUM FOR LISTING OF€¦ · information memorandum for listing of 50, 00,000 equity shares of ` 10/- each fully paid up of gujarat bitumen limited cin no. l24117gj1985plc007985

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 #DIV/0! 0

Held by public #DIV/0! 0

Total 0 #DIV/0! 0

Outstanding convertible securities:-

No. of outstanding

securities

As a % of total no. of

outstanding convertible

securities

of shares of the

company, assuming

full conversion of

the convertible

securities

Held by promoter/promoter group #DIV/0! 0

Held by public #DIV/0! 0

Total 0 #DIV/0! 0

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

Held by promoter/promoter group #DIV/0! 0

Held by public #DIV/0! 0

Total 0 #DIV/0! 0

Total paid-up capital of the

company, assuming full

conversion of warrants and

convertible securities 5000000

Name of the Company: GUJARAT BITUMEN LIMITED

Scrip Code, Name of the scrip, class of security: 20610/ EQUITY

Quarter ended: December 31, 2014

Introductory sub-table (I)(a)

Page 45: INFORMATION MEMORANDUM FOR LISTING OF€¦ · information memorandum for listing of 50, 00,000 equity shares of ` 10/- each fully paid up of gujarat bitumen limited cin no. l24117gj1985plc007985

Categ

ory

code

Category of

Shareholder

Number of

Shareholder

s

Total

number

of shares

Number of

shares held in

dematerialized

form

As a

percentage

of(A+B)1

As a

percentage

of (A+B+C)

Number of

shares

As a percentage

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)= (VIII)/(IV)*100

(A) Shareholding of Promoter and Promoter

Group2

1 Indian

(a) Individuals/ Hindu Undivided Family 16 1100000 400000 22.00 22.00 0.00

(b) Central Government/ State Government(s) 0 0 0 0.00 0.00 #DIV/0!

(c) Bodies Corporate 0 0 0 0.00 0.00 #DIV/0!

(d) Financial Institutions/ Banks 0.00 0.00 #DIV/0!

(e) Any Others(Specify) 0.00 0.00 #DIV/0!

(e-i) 0.00 0.00 #DIV/0!

(e-ii) 0.00 0.00 #DIV/0!

Sub Total(A)(1) 16 1100000 400000 22.00 22.00 0 0.00

2 Foreign

a Individuals (Non-Residents Individuals/

Foreign Individuals)

0.00 0.00 #DIV/0!

b Bodies Corporate 0.00 0.00 #DIV/0!

c Institutions 0.00 0.00 #DIV/0!

d Qualified Foreign Investor 0.00 0.00 #DIV/0!

e Any Others(Specify) 0.00 0.00 #DIV/0!

e-i 0.00 0.00 #DIV/0!

e-ii

Sub Total(A)(2) 0 0 0 0.00 0.00 0 #DIV/0!

Total Shareholding of Promoter and

Promoter Group (A)= (A)(1)+(A)(2)

16 1100000 400000 22.00 22.00 0 0.00

Statement Showing Shareholding Pattern

Table (I)(a)

Shares Pledged or otherwise

encumbered

Total shareholding as a

percentage of total

number of shares

Page 46: INFORMATION MEMORANDUM FOR LISTING OF€¦ · information memorandum for listing of 50, 00,000 equity shares of ` 10/- each fully paid up of gujarat bitumen limited cin no. l24117gj1985plc007985

(B) Public shareholding

1 Institutions

(a) Mutual Funds/ UTI 0.00 0.00

(b) Financial Institutions / Banks 0.00 0.00

(c) Central Government/ State Government(s) 0.00 0.00

(d) Venture Capital Funds 0.00 0.00

(e) Insurance Companies 0.00 0.00

(f) Foreign Institutional Investors 0 0 0 0.00 0.00

(g) Foreign Venture Capital Investors 0.00 0.00

(h) Qualified Foreign Investor 0.00 0.00

(i) Any Other (specify) 0.00 0.00

Sub-Total (B)(1) 0 0 0 0.00 0.00

B 2 Non-institutions

(a) Bodies Corporate 0 0 0 0.00 0.00

(b) Individuals 0.00 0.00

I Individuals -i. Individual shareholders

holding nominal share capital up to Rs 1

lakh

737 280000 0 5.60 5.60 0.00

II ii. Individual shareholders holding nominal

share capital in excess of Rs. 1 lakh.

22 3600000 3600000 72.00 72.00 0.00

(c) Qualified Foreign Investor 0.00 0.00

(d) Any Other (specify) 0.00 0.00

(d-i) Non Resident Repartriates 0 0 0 0.00 0.00

(d-ii) Non Resident Non Repartriates 0 0 0 0.00 0.00

(d-iii) Hindu Undivided Family 2 20000 0 0.40 0.40 0.00

Sub-Total (B)(2) 761 3900000 3600000 78.00 78.00

(B) Total Public Shareholding (B)=

(B)(1)+(B)(2)

761 3900000 3600000 78.00 78.00

TOTAL (A)+(B) 777 5000000 4000000 100.00 100.00

(C) Shares held by Custodians and against

which Depository Receipts have been

issued

1 Promoter and Promoter Group 0.00 #DIV/0!

2 Public 0.00

Sub-Total (C ) 0 0 0 0 0

GRAND TOTAL (A)+(B)+(C) 777 5000000 4000000 100.00 100.00 0 0.00

Page 47: INFORMATION MEMORANDUM FOR LISTING OF€¦ · information memorandum for listing of 50, 00,000 equity shares of ` 10/- each fully paid up of gujarat bitumen limited cin no. l24117gj1985plc007985

(I)(b) Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the

category “Promoter and Promoter Group”

Number

of shares

held

As a % of

grand total

(A) +(B) +( C )

No. As a percentage As a % of

grand total

(A)+(B)+(C)

of sub-

clause (I)(a )

Number

of

warrant

s

held

As a %

total

number

of

warrant

s

of the

same

class

Number

of

converti

ble

securitie

s

held

As a %

total

number

of

converti

ble

securitie

s

of the

same

class

(I) (II) (III) (IV) (V) (VI)=(V)/(III)*100 (VII) (VIII) (IX) (X) (XI) (XII)

1 Jayendra Kantilal Doshi 49350 0.99 0.00 0.00 #DIV/0! #DIV/0!

2 Jayendra Kantilal Doshi-HUF 46000 0.92 0.00 0.00 #DIV/0! #DIV/0!

3 Jyoti Dhirajlal Shah 47900 0.96 0.00 0.00 #DIV/0! #DIV/0!

4 Kirit Suryakant Patwa 47950 0.96 0.00 0.00 #DIV/0! #DIV/0!

5 Parimal Suryakant Patwa 41500 0.83 0.00 0.00 #DIV/0! #DIV/0!

6 Usha Dhirajlal Shah 46100 0.92 0.00 0.00 #DIV/0! #DIV/0!

7 Nimit Jayendra Shah 48300 0.97 0.00 0.00 #DIV/0! #DIV/0!

8 Mita Kiran Patwa 47400 0.95 0.00 0.00 #DIV/0! #DIV/0!

9 Reshma Gautam Shah 42800 0.86 0.00 0.00 #DIV/0! #DIV/0!

10 Rajvi Jayendra Shah 48650 0.97 0.00 0.00 #DIV/0! #DIV/0!

11 Janak Narrotam Parikh 45000 0.90 0.00 0.00 #DIV/0! #DIV/0!

12 Meena Janak Parikh 48500 0.97 0.00 0.00 #DIV/0! #DIV/0!

13 Prakash Kantilal Shah 47500 0.95 0.00 0.00 #DIV/0! #DIV/0!

14 Rekha Parimal Patwa 44000 0.88 0.00 0.00 #DIV/0! #DIV/0!

15 Amita Kirit Patwa 49050 0.98 0.00 0.00 #DIV/0! #DIV/0!

16 Mohan Punjabi 400000 8.00 0.00 0.00 #DIV/0! #DIV/0!

1100000 22.00 0 0.00 0.00 0 #DIV/0! 0 #DIV/0! 0

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

Total shares

(including underlying

shares assuming full

conversion of

warrants and

convertible securities)

as a % of diluted

share capital

TOTAL

Sr.

No.

Details of warrants Details of

convertible

securities

Name of the shareholder Details of Shares held Encumbered shares (*)

Page 48: INFORMATION MEMORANDUM FOR LISTING OF€¦ · information memorandum for listing of 50, 00,000 equity shares of ` 10/- each fully paid up of gujarat bitumen limited cin no. l24117gj1985plc007985

(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

Number

of

warrants

held

As a %

total

number of

warrants

of

the same

class

Number

of

convertibl

e

securities

held

% w.r.t

total

number of

convertible

securities

of

the same

class

1 Naresh Krishnalal Parekh 100000 2.00 0 #DIV/0! #DIV/0!

2 Ruchit Naresh Parekh 100000 2.00 #DIV/0! #DIV/0!

3 Karan Rohit Jain 300000 6.00

4 Karishma Rohit Jain 300000 6.00

5 Reshmi Rohit Jain 300000 6.00

6 Radhika Karan Jain 200000 4.00

7 Jitendra V Khunt 200000 4.00

8 Asmita J Khunt 100000 2.00

9 Vimla Amritlal Shah JT.

Jignesh Amritlal Shah100000 2.00

10 Gaurang Vara HUF 100000 2.00

11 Jignesh Amritlal Shah - JT.

Nehal Jignesh Shah100000 2.00

12 Jignesh Shah HUF 100000 2.00

13 Nehal Jignesh Shah 100000 2.00

14 Chandrika Dinesh Vara 100000 2.00 #DIV/0! #DIV/0!

15 Dinesh N. Vara- HUF 100000 2.00

16 Dhaniben Narsinh Vara 100000 2.00

17 Upendra K Parekh 200000 4.00

18 Sagar Ambrish Sodha 200000 4.00 #DIV/0! #DIV/0!

19 Darshan M Doshi 200000 4.00

20 Jyoti Kiritkumar Mehta 200000 4.00

21 Kiritkumar Navjitray Mehta 200000 4.00

22 Khushbu K. Mehta 200000 4.00

3600000 72.00 0 #DIV/0! 0 #DIV/0! 0

Total shares

(including

underlying shares

assuming full

conversion of

warrants and

convertible securities)

as a % of diluted

share

capital

TOTAL

Details of warrants Details of convertible

securities

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}

Page 49: INFORMATION MEMORANDUM FOR LISTING OF€¦ · information memorandum for listing of 50, 00,000 equity shares of ` 10/- each fully paid up of gujarat bitumen limited cin no. l24117gj1985plc007985

(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

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 Karan Rohit Jain 300000 6.00 #DIV/0! #DIV/0!

2 Karishma Rohit Jain 300000 6.00 #DIV/0! #DIV/0!

3 Reshmi Rohit Jain 300000 6.00 #DIV/0! #DIV/0!

900000 18.00 0 #DIV/0! 0 #DIV/0! 0

Total shares

(including

underlying

shares

assuming full

conversion of

warrants and

convertible

securities) as a

% of diluted

share capital

TOTAL

Details of warrants Details of convertible

securities

Sr. No. Name(s) of the

shareholder(s) and

the Persons Acting in

Concert (PAC) with

them

Number

of shares

Shares as a

percentage of

total number of

shares

{i.e., Grand Total

(A)+(B)+(C) indicated

in

Statement at para

(I)(a)

above}

Page 50: INFORMATION MEMORANDUM FOR LISTING OF€¦ · information memorandum for listing of 50, 00,000 equity shares of ` 10/- each fully paid up of gujarat bitumen limited cin no. l24117gj1985plc007985

(I)(d)

Sr. No. Name of the shareholder 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 Naresh Krishnalal Parekh 100000 2.00

2 Ruchit Naresh Parekh 100000 2.00

3 Karan Rohit Jain 300000 6.00

4 Karishma Rohit Jain 300000 6.00

5 Reshmi Rohit Jain 300000 6.00

6 Radhika Karan Jain 200000 4.00

7 Jitendra V Khunt 200000 4.00

8 Asmita J Khunt 100000 2.00

9 Vimla Amritlal Shah JT. Jignesh Amritlal Shah 100000 2.00

10 Gaurang Vara HUF 100000 2.00

11 Jignesh Amritlal Shah - JT. Nehal Jignesh Shah 100000 2.00

12 Jignesh Shah HUF 100000 2.00

13 Nehal Jignesh Shah 100000 2.00

14 Chandrika Dinesh Vara 100000 2.00

15 Dinesh N. Vara (HUF) 100000 2.00

16 Dhaniben Narsinh Vara 100000 2.00

17 Mohan Punjabi 400000 8.00

18 Darshan Doshi 200000 4.00

19 Jyoti Kiritkumar Mehta 200000 4.00

20 Kiritkumar N Mehta 200000 4.00

21 Sagar Ambarish Sodha 200000 4.00

22 Upendra K Parekh 200000 4.00

23 Khushbu K. Mehta 200000 4.00

4000000 80.00TOTAL

Statement showing details of locked-in shares