Information Memorandum Of KRA LEASING LIMITED...Information Memorandum Of KRA LEASING LIMITED Regd....

Information Memorandum Of

KRA LEASING LIMITED

Regd. Off: D-28, SMA Cooperative Estate, GT Karnal Road, New Delhi - 110033 Tel: +91-124-4746817 Email ID: [email protected]

www.kraleasing.com CIN: L65993DL1990PLC039637

TABLE ON CONTENTS S. No. Title Page No. 1 Definitions and Abbreviations

1-3

2 General Information

6-7

3 Capital Structure of the Company

8-9

4 Company History & Management

10

5 Financial Information

11-12

6 Management Discussion and Analysis

13

7 Outstanding Litigations, Defaults and Material Developments

14

8 Complete Financial for the Financial Year Ending 31st March 2014 along with Significant Accounting Policy & Notes to Accounts of the Company

15-26

9 Information Memorandum

27-54

10 Declaration

55

1

I. DEFINITIONS, ABBREVIATIONS AND INDUSTRY RELATED TERMS

Unless the context otherwise indicates, the following terms have the meanings 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 “Our Company” or “KRA ” or “KRA Leasing”

KRA Leasing Limited, a Company incorporated under the provisions of the Companies Act, 1956 having its registered office at D-28, SMA Company Co-operative Industrial Estate, G.T. Karnal Road, Delhi – 110 033

Act or Companies Act

The Companies Act, 2013 and the amendments made thereto from time to time

Article or AOA Articles of Association of KRA Leasing Limited as amended

AGM Annual General Meeting AS Accounting Standard as notified by

Institute of Chartered Accountants of India

Auditors The Statutory Auditors of KRA Leasing Limited being M/s. Daleep Bhatia & Co

Board of Directors/Board The Board of Directors of KRA Leasing Limited

CDSL Central Depository Services (India) Limited

DSE Delhi Stock Exchange Limited CY Calendar Year Crore Ten Millions Depositories Act The Depositories Act, 1996 as

amended from time to time Depository A Depository registered with SEBI

under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, as amended

Depository Participant/DP A Depository Participant as defined under the Depositories Participant / DP Act

DIN Director Identification Number Director(s) Director(s) of KRA Leasing, unless

otherwise specified EBITDA Earnings before interest, tax,

depreciation and amortization EGM / EoGM Extraordinary General Meeting of

2

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

FC Foreign Currency

FDI Foreign Direct Investment FEMA Foreign Exchange Management Act,

1999, together with rules and regulations there under

Financial Year / Fiscal Year / FY

12 months period ending on March 31 of a particular year

GDP Gross Domestic Product HUF Hindu Undivided Family IFRS International Financial Reporting

Standards

IM Information Memorandum IT Information Technology I.T. Act The Income Tax Act, 1961 ICAI The Institute of Chartered

Accountants of India ICSI The Institute of Companies

Secretaries of India Indian GAAP Generally Accepted Accounting

Principles in India MCX-SX/MCX MCX Stock Exchange Limited MD Managing Director MIS Management Information System MOA Memorandum of Association of KRA

Leasing Limited as amended MSE Micro and Small Enterprises N.A. / N/A Not Applicable NAV Net Asset Value NBFC Non Banking Financial Company NCR National Capital Region NSDL National Securities Depository

Limited p.a. Per annum PAN Permanent Account Number allotted

under the Income Tax Act, 1961 of India

PAT Profit after Tax RBI Reserve Bank of India RoC Registrar of Companies, NCR RoCE Return on Capital Employed RoE

Return on Equity

3

RoNW Return on Net Worth Rs. Rupees Indian Rupees SCRA Securities Contracts (Regulation)

Act, 1956 as amended from time to time

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

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 as amended from time to time

SEBI (SAST) Regulations /SEBI Takeover Code

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

SICA Sick Industrial Companies (Special Provisions) Act, 1985

SME Small and Medium Enterprises STT Securities Transaction Tax Trademark Rules Trademark Rules, 2002 as amended

from time to time Trademark Act The Trademark Act, 1999 as

amended from time to time USD / $ U.S. Dollar VAT Value Added Tax WTD Whole-time Director(s) of our

company

4

CERTAIN CONVENTIONS; USE OF MARKET DATA

Unless indicated otherwise, the financial data in this Information Memorandum is derived from our financial statements prepared in accordance with the Generally Accepted Accounting Principles in India (“Indian GAAP”) and the Companies Act, 2013, as amended (“Companies Act”) included elsewhere in this Information Memorandum. Unless stated otherwise the financial year commences on April 1st 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. Any discrepancies in any table between the total and the sums of the amounts mentioned are due to rounding off. The information in this Information Memorandum has been taken from Financial Statements and Annual Reports of our Company and Directors‟ Report and Auditors Reports thereon and some other information pertaining to industry has been derived from, government websites and other reliable sources. We believe that industry data used in this Information Memorandum is reliable though it has not been independently verified by our company.

5

FORWARD LOOKING STATEMENT Statements included in this Information Memorandum which contains words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expression or variations of such expressions, that are “forward-looking statements” and involve risks and uncertainties. All forward looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others: • General economic and business conditions in India and other countries; • Our ability to successfully implement our strategy, our growth and expansion plans and technological changes; • Changes in the value of the Indian Rupee and other currency changes; • The occurrence of natural disasters or calamities. • Changes in laws and regulations in India; • Changes in political conditions in India; • The Loss of our Key Employees and Staff. • Any adverse outcome in the legal proceedings in which the Company is involved. • The Company’s ability to meet its capital expenditure requirements; • Changes in the foreign exchange control regulations in India We do not have any obligation to and do not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.

6

General Information

Our Company was incorporated as private limited under the Companies Act, 1956 on 26th March 1990 in the state of New Delhi as Jaquar Leasing Private Limited‟ and consequently changed to public limited company w.e.f. 19th September 1994. The Company came out with an Initial Public Offer in the year 1995. The Company is registered with Reserve Bank of India as a Non-Banking Financial Company having Certificate of Registration Number B-14.00888. Thereafter company change its name from Jaquar Leasing Limited to KRA Leasing Limited vide Fresh Certificate of incorporation dated April 05, 2000 issued by Registrar of Companies, N.C.T of Delhi & Haryana. The Corporate Identification Number of the Company is L65993DL1990PLC039637. Registered Office Flat No. D-28, SMA Co-operative Estate, GR Karnal Road New Delhi – 110 033 Website : www.kraleasing.com Email : [email protected] Contact person: Mr Rajesh Mehra-Managing Director Corporate Office (for correspondence) Plot No-306, Udyog Vihar Phase-II Gurgaon, Haryana-122 016 Phone No.- +91 124 4746800 (60 Lines) Email : [email protected] Contact person: Mr. Rajesh Mehra-Managing Director Listing of equity shares on MCX-SX: Equity Shares of the Company are proposed to be listed and to be traded on MCX. Such admission for trading will be subject to fulfillment by the Company of Direct Listing criteria and subject to such other terms and conditions as may be prescribed by MCX at the time of the application by the Company seeking listing. Eligibility Criterion: Our Company is submitting this Information Memorandum, for listing of Equity Shares under norms for the permitted category of listing for the companies already listed on other recognized Stock Exchange and it contains information about the Company, making disclosures in line with the disclosure requirement for public issues, as applicable, to MCX for making the said Information Memorandum available to public through their website viz. www.MCX-SX.com. Prohibition by SEBI: Our 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. General Disclaimer from the Company: Our Company accepts no responsibility for statements made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. All information shall be made available by the Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner.

7

Demat Credit The Company has executed Tripartite Agreements with NSDL and also applied to CDSL for admission of its equity shares in demat form. Tripartite agreements have been signed between the Company, the Registrar and NSDL. The Company has also applied to CDSL for activation of its ISIN The ISIN allotted to the Company is INE300F01015. Registrar of Companies Ministry of Corporate Affairs, Office of Registrar of Companies (Delhi) 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi - 110019. Stock Exchanges Where Company is listed Delhi Stock Exchange Ltd. DSE House, 3/1 Asaf Ali Road New Delhi - 110002 Registrar and Transfer Agent Link Intime India Private Limited 44, Community Center, 2nd Floor Naraina Industrial Area, Phase-I Near PVR, Naraina, New Delhi-110 028 Tel . # 011-41410592/93/94 Fax # 011-41410591 Email : [email protected] Website : www.linkintime.co.in SEBI Registration No.: INR000004058 Statutory Auditor M/s Daleep Bhatia & Co 19, Vasant Enclave, Rao Tula Ram Marg New Delhi – 110 057 Bankers to the Company Standard Chartered Bank Connaught Place New Delhi

8

Capital structure of the company (a) Authorized, issued, subscribed and paid-up capital. S.no Particulars Remark 1. Authorized

Capital Rs. 7,00,00,000/- (Rupees Seven Crorers Only) divided into 70,00,000 (Seventy Lacs) Equity shares of Rs. 10/- (Rupees Ten Only) each

2. Issued, subscribed and paid-up capital

Rs. 6,70,71,640/- (Rupees Six Crorers Seventy Lacs Seventy One Thousand Six Hundred Fourty Only) divided into 67,07,164 (Sixty Seven Lacs Seven Thousand One hundred & Sixty Four only) Equity shares of Rs. 10/- (Rupees Ten Only)

Top Ten Shareholders as on December 31, 2014 S.no Name of Shareholder Number of

Shares % of shares

1. ESSCO SANITATIONS PRIVATE LIMITED 719400 10.73 2. SAIMAA CONSULTANTS PRIVATE LIMITED 648400 9.67 3. PROMPT CAPITAL & FINSAR PRIVATE LIMITED 479000 7.14 4. G.R. SALES PRIVATE LIMITED 466200 6.95 5. BASTION INDUSTRIAL LEASING SYSTEMS

PRIVATE LIMITED 417200 6.22 6. SMG ENTERPRISES PRIVATE LIMITED 409800 6.11 7. JAQUAR & COMPANY PRIVATE LIMITED 326000 4.86 8. AJAY MEHRA (HUF) 230200 3.43 9. PARICHAY MEHRA 216400 3.23 10. RAJESH MEHRA 184170 2.75

EVOLUTION OF EQUITY SHARE CAPITAL OF THE COMPANY Date of allotment of shares

No. of Equity Shares issued

Face Value (In Rs.)

Issue Price per Share (In Rs.)

Consideration

Cumulative No. of Shares

Remarks

19.03.1990 4 100 100 400 4 Issued pursuant to Subcriber of MoA

15.04.1990 4600 100 100 460000 4604 Allotment

23.04.1990 8500 100 100 850000 13104 Allotment

03.05.1990 7900 100 100 790000 21004 Allotment

30.05.1990 28500 100 100 285000 49504 Allotment

29.09.1992 1 100 100 100 49505 Allotment

15.12.1992 495 100 100 49500 50000 Allotment

11.01.1993 4415 100 100 441500 54415 Allotment

16.12.1993 6585 100 100 658500 61000 Allotment

9

31.03.1994 13000 100 100 1300000 74000 Allotment

Shares Spilt

31.08.1994 150000 10 10 1500000 890000 Allotment

31.03.1995 310000 10 10 3100000 1200000 Allotment

27.07.1995 1801100 10 10 18011000 3001100 Allotment

17.03.2005 4278164 10 10 - 6707164* Share Allotted Pursuant Merger

* Due to cancellation of Cross Holding in Merger Particulars No. of Shares Distinct

Number(From) Distinct Number(To)

Original Listed Shares of the Company

3001100 1 3001100

Cross Holding Cancelled 57210 NA NA Balance Listed Shares 2429000 Shares Allotted Pursuant to Merger

4278164 3001101 7279264

Shareholding Pattern of the Company Holders No. of Shares % holding

Promoters

(a) Indian 4241550 63.24

(b) Foreign - -

Public Shareholding

Institution

a) Financial Institution and Banks - -

b) Non-Resident, OCB’s, Foreign Banks - -

c) Mutual Funds - -

Non-institution

a) Bodies Corporate 1734200 25.86

b) Individual shareholders holding upto1 Lakh 324624 04.84

Individual shareholders holding excess of 1 Lakh 406790 06.06

c) Any other (Clearing member, trust and NRI) - -

Total 6707164 100.00

10

Company History & Management Our Company was originally incorporated on March 26th, 1990 as a Private Limited Company as Jaquar Leasing Private Limited. The Company was converted into a Public Limited Company vide Certificate of incorporation dated September, 19 1994 issued by Registrar of Companies, N.C.T of Delhi & Haryana under the name Jaquar Leasing Limited. Thereafter company change its name from Jaquar Leasing Limited to KRA Leasing Limited vide Fresh Certificate of incorporation dated April 05, 2000 issued by Registrar of Companies, N.C.T of Delhi & Haryana. At present the Registered Office of the Company is situated at D-28, SMA Co-Operative Estate, G T Karnal Road, New Delhi-110033. The main object of our Company is to carry on the business of hire purchasing, leasing and to lease operations of all kinds of purchasing, selling, hiring or letting on hire all kinds of automobiles, (light/heavy) plant and machinery, all types of electronics, electrical and household goods and equipment that company may think fit and to purchase or otherwise deal in all forms of immovable and movable property such as lands and buildings, plant and machinery, equipments, ships, aircrafts, computers, generator sets and all consumer, commercial and industrials items and to deal in any manner including re-sale thereof regardless of whether the property purchased be new and/or used and to provide a leasing advisory/counseling services to other entities. Our Company is registered with Reserve Bank of India as a Non Banking Finance Company (NBFC) vide RBI Certificate of Registration number B-14.00888 dated May 30, 1998 issued by Reserve Bank of India, New Delhi. The company vide its board resolution dated 11.06.90 (when it was a private limited company) had adopted object no 11 of its other objects which is as under : To carry on the business or proprietors, lessees and manager of hotels, motels, resorts, health clubs, restaurants, bars, refreshment places, cafes, snacks, bars, taverns, licenced victuallers, caterers and contractors in all forms and branches and to manufacture, produce, prepare, buy, sell and deal in provisions and refreshments of all kinds. The Authorized Share Capital of our Company as on the date is Rs 700.00 Lacs, comprising of 70,00,000 equity shares of Rs 10/- (Rupees Ten Only) each. The issued, subscribed and paid-up equity share capital as on date is Rs 6,70,71,640/- comprising of 67,07,164 equity shares of Rs 10/- (Rupees Ten Only) each. At present our Company is listed at the Delhi Stock Exchange Limited (DSE) with the paid Rs. 6,70,71,640/- (Rupees Six Crore Seventy Lacs Seventy One Thousand Six Hundred Forty Only), comprising of 67,07,164 Equity Shares bearing a face value of Rs 10/- each.

The Board of Directors of the Target Company comprises of 6 (Six) Directors. The details of the Board of Directors are as below:

Name of Directors DIN PAN No. Address Sri Kishan Mehra 00058213 AAAPM6479R 5, Flag Staff Road, Civil Lines,

Delhi-110054 Rajesh Mehra 00058232 AAAPM2966R 5, Flag Staff Road, Civil Lines,

Delhi-110054 Ajay Mehra 00058245 AAAPM2971Q 5, Flag Staff Road, Civil Lines,

Delhi-110054 Ravi Sharma 05182383 DEWPS6385P A-2/45, Hastsal Road, Uttam Nagar, New

Delhi-110059 Amit Kumar Modi 05182566 BPRPM0245Q 42B, Top Floor, Hanuman Lane,

Connaught Place, New Delhi-110001 Deeksha Bajaj 06883669 AJMPB5101G 101, Savera Appt., Sec-13, Rohini,

Delhi-110085

11

Financial Information (Balance Sheet)

Particulars As at

31.03.14

As at

31.03.13

As at

31.03.12

As at

31.03.11

As at

31.03.10

Sources of Funds

Shareholder’s Fund

Share Capital 67071640 67071640 67071640 67071640 67071640

Reserve & Surplus 169363904 162589548 158810613 155545763 148741886

Non-Current Liabilities

Deferred Tax Liabilities 1871050 1425343 1383687 1104252 1038325

Long Term Liabilities - 3994266 3994266 3994266 -

Long Term Provision 34257 40130 - - -

Current Liabilities

Trade Payables 1122119 590369 985540 952493 -

Short-Term Provisions 696963 938011 1021695 2000092 1413177

Other Current Liabilities

147187 102420 129113 62605 5259375

Total 240307120 236751727 233396554 230731111 223524403

Application of Funds

Non-Current Assets

Fixed Assets 17494228 14713707 47751160 49309012 50089327

Investments 193891888 198746448 165884424 163052701 100410660

Loans & Advances 912780 912780 912780 912780 -

Current Assets

Trade Receivables 13636887 16052135 15253630 12927601 68718459

Cash & Cash Equivalents

11645373 3544868 1005347 863283 467841

Short-term Loans & Advances

2725964 2781789 2589213 3665734 3726792

Misc. Expenses Written Off

- - - - 111324

Total 240307120 236751727 233396554 230731111 223524403

12

Financial Information (Profit & Loss Account)

Particulars As at

31.03.14

As at

3x1.03.13

As at

31.03.12

As at

31.03.11

As at

31.03.10

Revenue

Interest Income 167329 150875 89209 294694 4047832

Interest of FDR 7424 7424 7039 6120 6120

Resort Receipts 1720820 787500 506000 376000 750000

Agricultural Income 1280500 601000 542700 287300 23500

Profit from Partnership 5966171 103191 769596 4242041 4286342

Rental Income 5497484 7988532 7988532 7268741 6946656

Operational Revenue

14639728 9638522 9903076 12474896 16060450

Other Income - - 896371 - 498801

Total Revenue 14639728 9638522 10799447 12474896 16559251

Expenses

Employee Expenses 78000 150000 205669 201705 189450

Administration Expenses

4214065 4009698 3540780 3745697 4422926

Depreciation 723854 706772 921585 1119787 1363278

Total Expenses 5015919 4866470 4668034 7407707 5975654

Tax Expenses

Current Tax 581785 938011 884680 550383 1413177

Earlier Year Tax 1827834 96420 1702448 2520 36692

Deferred Tax 445707 41656 279435 65927 1016325

Provision for NPA (5873) 40130 - - -

Profit After Tax 6774356 3655835 3264850 6788877 8117403

EPS 1.01 0.55 0.49 1.01 1.21

13

Management Discussion & Analysis INDUSTRY TRENDS AND BUSINESS ANALYSIS: For our Indian economy, this was a year of unfulfilled expectations owing to both domestic and external factors. This year’s performance of the Indian Economy has been disappointing when compared with the trend. The financial services space is a rapidly growing one in India. During this period competition has intensified with the entry of several new players with large brands and well capitalized balance sheets as well as smaller ones. Our Company is engaged in business activities as Non Banking Finance Company (NBFC). Non Banking Financial Companies (NBFCs) play a crucial role in broadening access to financial services, enhancing competition and diversification of the financial sector. Banks and NBFCs compete for similar kinds of business. In spite of strong competition faced by the NBFCs, the inner strength of NBFCs viz local knowledge, credit appraisal skill, well trained collection machinery, close monitoring of borrowers and personalized attention to each client, are catering to the needs of small and medium enterprises in the rural and semi urban area. OPPORTUNITIES & THREATS: Our Company has a mix of young and experienced talent which helps company to transform itself with the changing times. Our Company continues to explore possibilities of new business for short term and medium term with the aim of establishing a niche market for itself in various products. With the globalization and electronic age, Indian stock market changed over the past decade. Nearly 100% of all the transactions are executed through electronic media online trading system. The developments of high tech and transparent markets with an increasingly wide geographic footprint have increased the number of trading venues offering diverse pools of liquidity. Current elevated rates of inflation pose significant risks to future growth. With the attention of government focused in containing the inflation, the economic growth may see a deceleration with corporate turning in moderate growth. OUTLOOK AND FUTURE PROSPECTS: Though the Indian economy is one of the fastest growing economies to recover from the global crisis, the overall risks to the outlook however remain slanted to the downside, High oil and other commodity prices and the impact of the Reserve Bank’s anti-inflationary monetary policy will moderate growth. High inflation is inimical to sustained growth as it harms investment by creating uncertainty. Further, uncertainties about the path of future global recovery and risks arising from large sovereign debt continue to threaten the return to stability in the international financial markets. These developments in the global financial markets transmitted to the domestic financial markets could give way to volatility in the stock prices and the exchange rates. RISK AND CONCERNS: The Company like any other company is exposed to specific risks that are particular to its business and the environment within which it operates. The Company is exposed to the market risks (including liquidity risks) and also the factors that are associated with the capital market, which inter-alia includes economic/business cycles, fluctuations in the stock prices in the market, beside the interest rates volatility, and credit risks. The company is confident in managing these risks by maintaining a conservative financial profile, and by following prudent business and risk management practices. INTERNAL CONTROL SYSTEM AND ITS ADEQUACY: The Company is having proper and adequate system for internal control commensurate with its size and nature of the business. Management of the company is having very cordial relations with their personnel and outsiders in respect of the business of the Company. Internal control system is reviewed by the management at the reasonable interval to ensure the efficient working of the control system.

14

Outstanding Litigations, Defaults & Material Developments

1. Litigation against the Company-Nil

2. Litigation by the Company-Nil

24

SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS 1. DISCLOSURE OF ACCOUNTING POLICIES:-

The financial statement of the company has been prepared in accordance with generally accepting principles and applicable accounting standards as adopted consistently by the company. The Accounts are maintained under the historical cost convention on accrual basis as going concern basis.

2. VALUATION OF INVENTORIES:- There are no inventories.

3. CASH FLOW STATEMENT Cash Flow statement has been attached to the balance sheet and profit and loss account.

4. EVENT OCCURRING AFTER BALANCE SHEET DATE:- There is no event occurring after the balance sheet date require adjustment or disclosure.

5. NET PROFIT OR LOSS FOR THE PERIOD, PRIOR PERIOD ITEMS AND CHANGES IN ACCOUNTING POLICIES:- a) Net Profit for the period:

All items of income and expenses in the period are included in the determination of net profit for the period, unless specifically mentioned elsewhere in the financial statements or as required by an Accounting Standard. b) Prior period items: Income Tax relating to earlier period has been shown separately in the profit & loss account (refund/charge).

6. DEPRECIATION:-

Depreciation has been provided under WDV method as per Companies Act, 1956.

7. CONSTRUCTION CONTRACTS:- The above is not applicable to the company as it is not engaged in the business of construction.

8. REVENUE RECOGNITION:- The company follows mercantile system of accounting and recognizes significant items of income and expenditure on accrual basis on going concern concept.

9. ACCOUNTING FOR FIXED ASSETS:- Fixed assets are stated at cost less accumulated depreciation. The cost of an assets comprises its purchase price including respective taxes, duties, freight and other incidental expenses related to acquisition and installation of the respective assets.

10. ACCOUNTING FOR INVESTMENTS:-

Investment are accounted at the cost of acquisition. All the investments are long term investments. Diminution in the market value of long term investments is provided for only when there is a permanent diminution in the value of such investments. The Company is a partner in the firm M/s Jaquar Mercantile. The share of profit of Rs.5966171/- credited in Profit & Loss Account for the current year is on account of share of profit from M/s Jaquar Mercantile for the Financial Year 2012-13 as this share of profit from the firm was finalized after preparation of accounts of the company for F.Y.2012-13. The share of profit from the firm for F.Y.2013-14 has not yet been finalized till finalization of account of the company for the current year. Investments made during the year :- The Company has invested Rs.16000000/- in share during the year.

11. ACCOUNTING FOR AMALGAMATIONS:-

The above is not applicable as there is no amalgamation during the year.

12. EMPLOYEES BENEFIT:- There are no contribution to Provident Fund or ESI as these are not applicable to the company.

25

13. FIXED ASSETS:- Fixed Assets are stated at their original cost of acquisition including respective taxes, duties, freight and other incidental expenses related to acquisition and installation of the respective assets.

14. FOREIGN EXCHANGE :- Exchange Difference transfer to Profit & Loss Account NIL Earning in Foreign Exchange during the year NIL Expenditure in Foreign Exchange during the year NIL

15. GOVERNMENT GRANTS:- There are no grants or subsidies received from the government during the previous year.

16. BORROWING COST:- There is no borrowing cost incurred by the company during the year.

17. LEASE:- No asset acquire by the company on lease during the current year.

18. SEGMENT REPORTING:- The Company operates in broadly the same segment which are subject to similar risks and returns.

19. IMPAIRMENT OF ASSETS:- Impairment means reduction in value of asset, such impairment can be due to market conditions, accident, physical damage to asset, decline in market value of asset, etc. No impairment of asset has been done as no external or internal indicator exists on Balance Sheet date.

20. CASH FLOW STATEMENT:- Cash flow statement is presented, it shall disclose a movement in "cash and cash equivalents" segregating various transactions into operating, investing and financing activity.

21. RELATED PARTY DISCLOSURES:- ( A ) Related Parties and their Relationship

( I ) Key management Personnel Name Sh. Rajesh Mehra

( ii) Associates Companies & Firms

M/s Jaquar Mercantile M/s Jauqar & Co Pvt Ltd M/s G R Sales (P) Ltd M/s Sanraj Farms Pvt Ltd

(III) Other related parties with whom transactions have been entered into during the year NIL

NOTE:- Details above have been given for only those parties who have some transactions with the company during the year

Transaction Associated Companies

Key Management Personnel

Relative Key Management Personnel

HUF of Key Management Personnel

Total

Loans received back during

3200000

3200000

Interest received 150595

150595

BALANCE AS ON 31.03.2014 Investment in Shares and Firm

161179928

161179928

Loans given

2917675

2917675

26

22. EARNING PER SHARE:- Net Profit after tax available for equity shareholders Rs.6774356/- Basic/diluted EPS 1.01 Number of Shares 6707164 Face value per share Rs.10/-

23. ACCOUNTING FOR TAX ES ON INCOME:- Current tax is determined as the amount of tax payable in respect of taxable income for the relevant period.

Deferred tax liability/asset is as per the balance sheet.

24. DISCONTINUING OPERATIONS:- The Company has not discontinued any operation during the year.

25. INTERIM FINANCIAL REPORTING :- Quarterly financial results are published in accordance with the guidelines issued by the SEBI.

26. INTANGIBLE ASSETS:- The Company has not acquired any intangible asset during the year.

NOTES ON ACCOUNTS (1) CONTINGENT LIABILITIES:-

Company has given bank guarantee of Rs.90000/- in favour of The Commissioner, DVAT against the registration of the Company with DVAT Department.

(2) All balance of loans/advances given or taken are subject to confirmation. (3) Previous year figure have been regrouped/rearranged wherever necessary. (4) Notes 1 to 17 form an integral part of balance sheet. (5) Foreign Currency Transaction: NIL (6) AUDITOR'S REMUNERATION Particulars Current Year (in Rs.) Previous Year (in Rs) Audit Fees 75000 75000 Taxation Fees 75000 75000 Total 150000 150000

(7) Pursuant to the listing agreement with stock exchange, cash flow statement has been attached

to the balance sheet and profit & loss account. (8) In the opinion of the Board of Directors, Current Assets, Loans and advances have appeared on

the value to be realized in the ordinary course of Business at least equal to the amount at which they are stated.

(9) As per management, the loans and advances have been categorized Short Term as the same

are receivable on demand.

27

SCHEDULE II

Information Memorandum

Matters to be specified in prospectus and reports to be set out therein [See sections 43(2)(a) and 56]

PART I I. General information (a) Name and address of registered office of the company.

KRA Leasing Limited D-28, SMA Cooperative Estate, GT Karnal Road New Delhi-110 033

(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 Delhi Stock Exchange Limited and with that status the application has been filed for Direct Listing with MCX-SX and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO.

(ii) Letter of intent/industrial licence and declaration of the Central Government about non-responsibility for financial soundness or correctness of statements. The Company is an existing listed Company on Delhi Stock Exchange Limited and with that status the application has been filed for Direct Listing with MCX-SX 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 Delhi Stock Exchange Limited and under direct listing norms, Company is proposing to list its Equity Shares with MCX-SX Limited.

(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 Delhi Stock Exchange Limited and with that status the application has been filed for Direct Listing with MCX-SX and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO.

(e) Statement/declaration about 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 Delhi Stock Exchange Limited and with that status the application has been filed for Direct Listing with MCX-SX and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO.

(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 Delhi Stock Exchange Limited and with that status the application has been filed for Direct Listing with MCX-SX and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO.

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

28

Date of closing of the issue. Not Applicable Date of earliest closing of the issue. Not Applicable

(h) Name and address of Compliance Officer, auditors and lead managers.

Compliance Officer Mr. Rajesh Mehra D-28, SMA Cooperative Estate, GT Karnal Road New Delhi-110 033 Auditors M/s Daleep Bhatia & Co, Chartered Accountants 19, Vasant Enclave, DDA Flats Rao Tula Ram Marg, New Delhi-110 057 Ph: +91-11- 26147624

(i) Name and address of lead managers: Not Applicable (j) Statement containing particulars of the dates of and parties to all material contracts,

agreements (including agreements for technical advice and collaboration), concessions and similar other documents (except those entered into in the ordinary course of business carried on or intended to be carried on by the company) together with the brief description of terms, subject matter and general nature of the documents, if applicable: There are no material contracts, agreements (including agreements for technical advice and collaboration), concessions and similar other documents (except those entered into in the ordinary course of business carried on or intended to be carried on by the company) that have been entered into by the Company.

(k) Statement containing particulars of any commission, brokerage, discount or other special

terms including an option for the issue of any kind of securities granted to any person, if applicable: The Company had made its Initial Public Offer of Equity shares in the year 1995. An amount of Rs. 2,70,165/- was paid as brokerage.

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

Applicable (m) 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. (n) 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.) (o) a statement by the board of directors stating that- Not Applicable

(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 (iii) details of all unutilized monies out of issue of shares or debentures, if any, referred to in

29

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.

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

S.no Particulars Remark 3. Authorised Capital Rs. 7,00,00,000/- (Rupees Seven Crorers Only) divided into

70,00,000 (Seventy Lacs) Equity shares of Rs. 10/- (Rupees Ten Only) each

4. Issued, subscribed and paid-up capital

Rs. 6,70,71,640/- (Rupees Six Crorers Seventy Lacs Seventy One Thousand Six Hundred Fourty Only) divided into 67,07,164 (Sixty Seven Lacs Seven Thousand One hundred & Sixty Four only) Equity shares of Rs. 10/- (Rupees Ten Only)

Top Ten Shareholders as on December 31, 2014

S.no Name of Shareholder Number of Shares

% of shares

1 ESSCO SANITATIONS PRIVATE LIMITED 719400 10.73 2 SAIMAA CONSULTANTS PRIVATE LIMITED 648400 9.67 3 PROMPT CAPITAL & FINSAR PRIVATE

LIMITED 479000 7.14 4 G.R. SALES PRIVATE LIMITED 466200 6.95 5 BASTION INDUSTRIAL LEASING SYSTEMS

PRIVATE LIMITED 417200 6.22 6 SMG ENTERPRISES PRIVATE LIMITED 409800 6.11 7 JAQUAR & COMPANY PRIVATE LIMITED 326000 4.86 8 AJAY MEHRA (HUF) 230200 3.43 9 PARICHAY MEHRA 216400 3.23 10 RAJESH MEHRA 184170 2.75

30

EVOLUTION OF EQUITY SHARE CAPITAL OF THE COMPANY Date of allotment of shares

No. of Equity Shares issued

Face Value (In Rs.)

Issue Price per Share (In Rs.)

Consideration Cumulative No. of Shares

Remarks

19.03.1990 4 100 100 400 4 Issued pursuant to Subcriber of MoA

15.04.1990 4600 100 100 460000 4604 Allotment

23.04.1990 8500 100 100 850000 13104 Allotment

03.05.1990 7900 100 100 790000 21004 Allotment

30.05.1990 28500 100 100 285000 49504 Allotment

29.09.1992 1 100 100 100 49505 Allotment

15.12.1992 495 100 100 49500 50000 Allotment

11.01.1993 4415 100 100 441500 54415 Allotment

16.12.1993 6585 100 100 658500 61000 Allotment

31.03.1994 13000 100 100 1300000 74000 Allotment

Shares Spilt

31.08.1994 150000 10 10 1500000 890000 Allotment

31.03.1995 310000 10 10 3100000 1200000 Allotment

27.07.1995 1801100 10 10 18011000 3001100 Allotment

17.03.2005 4278164 10 10 - 6707164* Share Allotted Pursuant Merger

* Due to cancellation of Cross Holding in Merger

Particulars No. of Shares Distinct Number(From) Distinct Number(To)

Original Listed Shares of the Company

3001100 1 3001100

Cross Holding Cancelled

57210 NA NA

Balance Listed Shares 2429000

Shares Allotted Pursuant to Merger

4278164 3001101 7279264

(b) Size of present issue giving separately reservation for preferential allotment to promoters and others. Not Applicable (c) Paid-up capital: Rs. 6,70,71,640/- (Rupees Six Crorers Seventy Lacs Seventy One Thousand Six Hundred Fourty Only) divided into 67,07,164 (Sixty Seven Lacs Seven Thousand One hundred & Sixty Four only) Equity shares of Rs. 10/- (Rupees Ten Only) The Company does not have any outstanding convertible warrants or any other security.

31

(i) after the present issue: Not Applicable (ii) after conversion of debentures (if applicable): Not Applicable III. Terms of the present issue The Company is an existing listed Company on Delhi Stock Exchange Limited and with that status the application has been filed for Direct Listing with MCX-SX 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 (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 Delhi Stock Exchange Limited and with that status the application has been filed for Direct Listing with MCX-SX 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 originally incorporated on 26th March 1990 as Jaquar Leasing Private Limited. The Company was converted into a Limited company on 23rd August 1994 and consequently changed to Jaquar Leasing Limited. The Company came out with an IPO in the year 1995. Thereafter company change its name from Jaquar Leasing Limited to KRA Leasing Limited vide Fresh Certificate of incorporation dated April 05, 2000 issued by Registrar of Companies, N.C.T of Delhi & Haryana. At present the Registered Office of the Company is situated at D-28, SMA Co-opearative Estate, GT Karnal Road, Delhi-110 033. Our Company is registered with Reserve Bank of India as a Non Banking Finance Company (NBFC) vide RBI Certificate of Registration number 14.00888 dated 30.05.1998 issued by Reserve Bank of India, New Delhi. The Authorized Share Capital of our Company as on the date is Rs. 7,00,00,000/- (Rupees Seven Crorers Only) divided into 70,00,000 (Seventy Lacs) Equity shares of Rs. 10/- (Rupees Ten Only) each. At present our Company is listed at the Delhi Stock Exchange Limited (DSE) with the paid up capital of Rs. Rs. 6,70,71,640/- (Rupees Six Crorers Seventy Lacs Seventy One Thousand Six Hundred Fourty Only) divided into 67,07,164 (Sixty Seven Lacs Seven Thousand One hundred & Sixty Four only) Equity shares of Rs. 10/- (Rupees Ten Only) Main Objects of the Company

To carry on and undertake the business of hire purchasing, leasing and to lease operations of all kinds of purchasing, selling, hiring or letting on hire all kinds of automobiles(light/heavy) plant and machinery, all types of electronics, electrical and house hold goods and equipment that company may think fit and to purchase or otherwise deal in all forms of immovable property such as lands

32

and buildings, plant and machinery, equipments, ships, aircrafts, computers, generator sets and all consumer, commercial and industrials items and to deal in any manner including re-sale thereof regardless of whether the property purchased be new and/or used and to provide a leasing advisory/counseling services to other entities.

The company vide its board resolution dated 11.06.90 (when it was a private limited company) had adopted object no 11 of its other objects which is as under :

To carry on the business or proprietors, lessees and manager of hotels, motels, resorts, health clubs, restaurants, bars, refreshment places, cafes, snacks, bars, taverns, licenced victuallers, caterers and contractors in all forms and branches and to manufacture, produce, prepare, buy, sell and deal in provisions and refreshments of all kinds.

Major Events Year Event 1990 Incorporated as Jaquar Leasing Private Limited

1994 Converted to Public Limited Company (Jaquar Leasing Limited)

1995 Initial Public Offer of Equity Shares

1999 Change of name from Jaquar Leasing Limited to KRA Leasing Limited

2004 Mehar Shree Leasing & Finance Ltd., Apex Capfin Services Ltd, Fenzy Financial Services Pvt Ltd, and Sabhya Financiers Limited were merged with KRA Leasing Limited.

(b) Subsidiary(ies) of the company, if any. Name of Company

Status Listed on Stock Exchange Share Price

NA NA NA NA (c) Promoters and their background.

Sr. No. Name of the shareholder

Details of Shares held Number of shares held

%age of Shareholding

1 Ajay Mehra 1,30,240 1.94 2 Deepika Mehra 18,800 0.28 3 Kanav Mehra 52,780 0.79 4 Malti Mehra 18,260 0.27 5 Ajay Mehra (HUF) 2,30,200 3.43 6 Nishi Mehra 17,600 0.26 7 Parichay Mehra 2,16,400 3.23 8 Parinay Mehra 1,82,000 2.71 9 N. L. Mehra (HUF) 1,83,150 2.73 10 Rajesh Mehra 1,84,170 2.75 11 S.K. Mehra 1,46,250 2.18 12 Rajesh Mehra (HUF) 1,44,500 2.15 13 S.K. Mehra (HUF) 1,53,800 2.29 14 Ranbeer Raj Mehra 49,800 0.74 15 ESSCO Sanitations Pvt. Ltd. 7,19,400 10.73 16 Prompt Capital & Finsar Pvt. Ltd. 4,79,000 7.14 17 Sabhyata Mehra 57,200 0.85 18 Parkash Sehgal 56,000 0.83 19 SMG Enterprises Pvt. Ltd. 4,09,800 6.11 20 Jaquar and Co. Pvt Ltd 3,26,000 4.86 21 G R Sales Pvt. Ltd 4,66,200 6.95

TOTAL 42,41,550 63.24

33

1. Corporate Promoter: Essco Sanitations Private Limited (Essco)

Corporate Information: Essco Sanitations Private Limited is a company incorporated under the Companies Act, 1956 as a private Limited company and was registered with the Registrar of Companies, NCT of Delhi & Haryana vide its certificate of incorporation dated July 04, 2007. The main business activity is to produce, manufacture, refine, treat, cure, process, import, export, purchase, sale and generally deal in all kinds of brass, sanitary wares, fittings, ceramics wares, bathroom fittings and accessories, pipe fittings, glass and glass-ware, cement product, fire clay, titles, tavle wares, hotel wares and decorative wares. Registered Office: The company at present has its Registered Office at A-6, Wazirpur Industrial Area State, G.T. Kanal Road, Delhi-110 053. Board of Directors: The Board of Directors of ESSCO comprises of:

1. Rajesh Mehra 2. Ajay Mehra

Shareholding Pattern: The top Shareholders of Essco is as follows: Name of Shareholders Number of Equity

Shares %age of Shareholding

KRA Leasing Limited 492415 49.49 Parinay Mehra 67875 6.82 Ajay Mehra 63200 6.35 S.K. Mehra 61950 5.67

Financial Performance: The summary audited financials of Essco for the last two fiscal years are as follows: Particulars Year ended (Audited)

March 31, 2014 March 31, 2013 Total Revenue 97,92,180 46,73,109 Net Income (PAT) 64,61,471 30,29,553

2. Corporate Promoter: G. R. Sales Private Limited (GRS)

Corporate Information: G. R. Sales Private Limited is a company incorporated under the Companies Act, 1956 as a Private Limited company and was registered with the Registrar of Companies, N.C.T of Delhi & Haryana vide its certificate of incorporation dated January 07, 1991. The main business activity is to carry on the business of buy, sell, import, trade, agents or otherwise deal in all types of heavy and light chemicals, chemical compounds (organic and inorganic) in all forms and chemical product of any nature and kind such as wax, bakelite, polywood, adhesives, celluloid products and all by products and joint products thereof. To carry on the business as importers, exporters and dealers in all kinds of petro chemicals, chemical compounds and chemical of all kinds(solid, liquid and gaseous), essences, solvents, plastics of all type, dyestuffs, intermediates, colours, dyes, paints, vanishes, vat and such other organic dyestuffs and chemical auxiliaries of all types. Registered Office: The company at present has its Registered Office at D-28, SMA Co-operative Industrial Estate, New Delhi-110 033. Board of Directors:

34

The Board of Directors of GRS comprises of:

1. Rajesh Mehra 2. Ajay Mehra 3. Sri Krishan Mehra

Shareholding Pattern: The Top Shareholders of GRS is as follows: Name of Shareholders Number of Equity

Shares %age of Shareholding

Jaquar & Company Private Limited 540300 45.98 Parinay Mehra 68000 5.79 Kanav Mehra 74150 6.31

Financial Performance: The summary audited financials of GRS for the last two fiscal years are as follows: Particulars Year ended (Audited)

March 31, 2014 March 31, 2013 Total Revenue 3208530 3062685 Net Income (PAT) 2019434 1882284

3. Corporate Promoter: Jaquar & Co. Private Limited (Jaquar) Corporate Information: Jaquar & Co. Private Limited is a company incorporated under the Companies Act, 1956 as a Limited company and was registered with the Registrar of Companies, N.C.T of Delhi & Haryana vide its certificate of incorporation dated 1st October, 1983. The main business activity is to produce, manufacture, refine, treat, cure, process, prepare, import, export, purchase, sale and generally to deal in all kinds of sanitary wares, fittings, ceramics wares, bathroom fittings and accessories, pipe fittings, glass, and glass-ware, cement product, fireclay, tiles, table wares; hotel-wares and decorative wares. Registered Office: The company at present has its Registered/Corporate Office at C-20, SMA Co-operative Industrial Estate, GT Karnal Road, New Delhi-110 033 and corporate office at Plot No.306, Udyog Vihar Phase-II, Gurgaon, Haryana-122 016 Board of Directors: DIN Full Name Present residential address Designation

00058213 SRI KRISHAN MEHRA 5, FLAG STAFF ROAD,, CIVIL LINES, DELHI, 110054, Delhi, INDIA Whole-time director

00058232 RAJESH MEHRA 5, FLAG STAFF ROAD,, CIVIL LINES,, DELHI, 110054, Delhi, INDIA Whole-time director

00058245 AJAY MEHRA 5, FLAG STAFF ROAD,, CIVIL LINES,, DELHI, 110054, Delhi, INDIA Whole-time director

00058267 BHARAT BHUSHAN DUGGAL

A-5B/449,, PASCHIM VIHAR, DELHI, 110063, Delhi, INDIA Whole-time director

00058284 VED BANDHU AGGARWAL A-2/85, RAJOURI GARDEN, NEW DELHI, 110027, Delhi, INDIA Whole-time director

03204069 PARICHAY MEHRA 5, FLAG STAFF ROAD, CIVIL LINES, DELHI, 110054, Delhi, INDIA Director

35

Shareholding Pattern: The top Shareholders of Jaquar is as follows: Name of Shareholders Number of

Equity Shares

%age of Shareholding

Ajay Mehra 31620 8.59 Rajesh Mehra 32615 8.86 Sri Krishan Mehra 31669 8.60 Malti Mehra 32771 8.90 Deepika Mehra 31623 8.59 Nishi Mehra 32299 8.77 Essco Sanitation Private Limited 55161 14.98 KRA Leasing Limited 91238 24.78

Financial Performance: The summary audited financials of Jaquar for the last two fiscal years are as follows: Particulars Year ended (Audited)

March 31, 2014 March 31, 2013 Total Revenue 1658,36,23,590 1261,78,19,727 Net Income (PAT) 114,66,88,872 73,07,06,571

4. Corporate Promoter: Prompt Capital & Finsar Private Limited (Prompt)

Corporate Information: Prompt Capital & Finsar Private Limited is a company incorporated under the Companies Act, 1956 as a Private Limited company and was registered with the Registrar of Companies, N.C.T of Delhi & Haryana vide its certificate of incorporation dated June 14, 1995. The main business activity is to carry on the business, professions, vocation of activities in India/abroad of shares and stock brokers/sub-brokers, finance brokers, merchant bankers, portfolio manager and/or portfolio advisor, to provide services of technical, legal, secretarial and financial nature, fund based financial services, factoring export and domestic, investment and of all kinds and to provide non-fund based financial services like projects, planning, investment planning, audit appraising estate planning, tax planning consultancy and councelling, become member of stock exchange(s) and/or of over the counter exchange of India, and or of National Stock Exchange of India. To Invest in acquire and, hold, buy or sell or otherwise dispose of or deal in securities of any kind, shares, debentures, debenture stocks, securities, properties, bonds units, obligations and securities issued or guaranteed by any Government, State, Union Territory, Municipal or Civil Body, Financial Institutions, Commercial Papers, Negotiable Instruments and paper instruments of all types and kinds and kinds and to manage investment pools, syndicate in shares, stocks and other securities. To carry on the business of an issue house or to act as Registrars to the Issue(including public, right, bonus), transfer agent of shares, debentures, bonds, fixed deposits and other type of securities and to carry on the activity of data processing custodian of securities, man, mailing despatches, and mailing agents and to carry on the business of agents of Unit Trust of India, fixed deposits including inter-corporate deposits with Public Limited Companies, LIC of India and Govt. of India Undertaking To Carry on business of custodian, depository, bill discounting, project appraisal, spot delivery counter, capital market research, printing and publication of financial newspaper/periodicals and research report and papers. Registered Office: The company at present has its Registered/Corporate Office at D-28, SMA Co-operative Industrial Estate, New Delhi-110 033. Board of Directors:

36

The Board of Directors of Prompt Capital & Finser Private Limited comprises of:

1. Rajesh Mehra 2. Deepika Mehra

Shareholding Pattern: The Shareholding pattern of Prompt Capital & Finser Private Limited is as follows: Name of Shareholders Number of

Equity Shares %age of Shareholding

Rajesh Mehra 50000 6.02 Deepika Mehra 60000 7.23 Sabhyata Mehra 90000 10.84 S K Mehra 50000 6.02 Nishi Mehra 60000 7.23 Ajay Mehra 50000 6.02 Malti Mehra 60000 7.23 S K Mehra & Sons (HUF) 75000 9.03 Rajesh Mehra & Sons (HUF) 75000 9.03 Ajay Mehra & Sons (HUF) 75000 9.03 N L Mehra & Sons (HUF) 75000 9.03 G.R. Sales Private Limited 50000 6.02 SMG Enterprises Private Limited 60000 7.23

Financial Performance: The summary audited financials of Prompt for the last two fiscal years are as follows: Particulars Year ended (Audited)

March 31, 2014 March 31, 2013 Total Revenue 2,62,136 1,88,81,376 Net Income (PAT) 9,030 1,56,50,510

5. Corporate Promoter: SMG Enterprises Private Limited (SMG)

Corporate Information: SMG Enterprises Private Limited is a company incorporated under the Companies Act, 1956 as a Private Limited company and was registered with the Registrar of Companies, N.C.T of Delhi & Haryana vide its certificate of incorporation dated June 14, 1995. The main business activity is to carry on the business of produce, manufacture, refine, treat, cure, process, prepapre, buyers, sellers, traders, importers, merchant exporters, departmental stores, brokers, distributors, factors, stockiest, dealers, consultants and agents, generally to deal in all kinds of sanitary ware & fittings, ceramic wares, bathroom fittings and accessories, pipe fittings, glass and glass wares, cement product, fire clay, tiles and decorative wares. Registered Office: The company at present has its Registered/Corporate Office at C-21, SMA Co-operative Industrial Estate, GT KARNAL Road, New Delhi-110 033. Board of Directors: The Board of Directors of SMG Enterprises Private Limited comprises of:

1. Rajesh Mehra 2. Deepika Mehra

Shareholding Pattern: The Shareholding pattern of SMG Enterprises Private Limited is as follows: Name of Shareholders Number of

Equity Shares %age of Shareholding

Rajesh Mehra 50000 6.02 Deepika Mehra 60000 7.23 Sabhyata Mehra 90000 10.84 S K Mehra 50000 6.02 Nishi Mehra 60000 7.23 Ajay Mehra 50000 6.02

37

Malti Mehra 60000 7.23 S K Mehra & Sons (HUF) 75000 9.03 Rajesh Mehra & Sons (HUF) 75000 9.03 Ajay Mehra & Sons (HUF) 75000 9.03 N L Mehra & Sons (HUF) 75000 9.03 G.R. Sales Private Limited 50000 6.02 SMG Enterprises Private Limited 60000 7.23

Financial Performance: The summary audited financials of SMG for the last two fiscal years are as follows: Particulars Year ended (Audited)

March 31, 2014 March 31, 2013 Total Revenue 2,62,136 1,88,81,376 Net Income (PAT) 9,030 1,56,50,510 6. Individual Promoter: Mr. Sri Krishan Mehra Age 58 years

Personal Address 5, Flag Staff Road, Civil Lines, Delhi-110054

Educational qualifications and

professional Experience

Graduate

Experience : 32 years

Directorship held Jaquar and Company Private Limited

G R Sales Private Limited

Sanraj Farms Private Limited

Kokam Realty Private Limited

Proteas Realty Private Limited

Waras Realty Private Limited

SMG Enterprises Private Limited

Sweet Hospitality Private Limited

Other ventures Nil

Occupation Business

Permanent Account Number AAAPM6479R

DIN 00058213

Profile: Mr. Sri Krishan Mehra S/o ShriNand Lal Mehra aged 58 years, an Indian National residing at House No. 5, Flag Staff Road, Civil Lines, Delhi-110054. Mr. Sri Krishan Mehra is Graduate. He is Director of M/s KRA Leasing Limited and Whole Time Director of M/s Jaquar and Company Private Limited. Mr. Sri Krishan Mehra has 32 years rich experience in Business Administration. 7. Individual Promoter: Mr. Rajesh Mehra Age 56 years




Graduate

Experience :30 years




Kokam Realty Private Limited

Firespike Realty Private Limited

38

Prompt Capital &Finser Private Limited



Essco Sanitations Private Limited

Foshan Jaquar Trading Limited

Jaquar UK Limited

Jaquar Kenya Private Limited

Jaquar Middle East LLC

Other ventures Nil

Occupation Business

Permanent Account Number AAAPM2966R

DIN 00058232

Profile: Mr. Rajesh Mehra S/o Shri Nandlal Mehra aged 56 years, an Indian National residing at 5, Flag Staff Road, Civil Lines, Delhi-110054. Mr. Rajesh Mehra is a Graduate and has 30 years experience in Business Administration. He is Whole Time Director in M/s Jaquar and Company Private Limited. 8. Individual Promoter: Mr. Ajay Mehra Age 52 years




Graduate





Waras Realty Private Limited



Essco Sanitations Private Limited

Firespike Realty Private Limited

Allium Realty Private Limited

Foshan Jaquar Trading Limited

Jaquar UK Limited


Other ventures Nil

Occupation Business

Permanent Account Number AAAPM2971Q

DIN 00058245

Profile: Mr. Ajay Mehra s/o Shri NandLal Mehra aged 52 years, an Indian National residing at 5, Flag Staff Road, Civil Lines, Delhi-110054. Mr. Ajay Mehra is a Graduate and has 24 years experience in Business Administration. He is the Whole Time Director of M/s Jaquar and Company Private Limited.

39

9. Individual Promoter: Mrs. Deepika Mehra Age 54 years




Graduate


Directorship held Prompt Capital & Finser Private Limited

Other ventures Nil

Occupation Business

Permanent Account Number AAIPM3782B

DIN 02548884

Profile: Mrs. Deepika Mehra W/o Shri Rajesh Mehra aged 54 years, an Indian National residing at 5, Flag Staff Road, Civil Lines, Delhi-110054. Mrs. Deepika Mehra is a Graduate and has 14 years experience in Business Administration. She is the Director of M/s Prompt Capital and Finser Private Limited.

10. Individual Promoter: Mr. Kanav Mehra Age 25 years




Graduate

Experience :4 years

Directorship held Foshan Jaquar Trading Limited

Jaquar UK Limited


Other ventures Nil

Occupation Business

Permanent Account Number AVAPM2941D

DIN N.A.

Profile: Mr. Kanav Mehra s/o Shri Ajay Mehra aged 25 years, an Indian National residing at 5, Flag Staff Road, Civil Lines, Delhi-110054. Mr. Kanav Mehra is a Graduate and has 4 years experience in Business Administration. 11. Individual Promoter: Mrs. Malti Mehra

Age 47 years




Graduate


Directorship held N.A.

Other ventures Nil

Occupation Business

Permanent Account Number AAIPM3783A

DIN N.A.

Profile: Mrs. Malti Mehra w/o Shri Ajay Mehra aged 47 years, an Indian National residing at 5, Flag Staff Road, Civil Lines, Delhi-110054. Mrs. Malti Mehra is a Graduate and has 14 years experience in Business Administration as a partner in Jaquar Mercantile.

40

12. Individual Promoter: Mrs. Nishi Mehra Age 58 years




Graduate



Other ventures Nil

Occupation Business

Permanent Account Number AAIPM3781C

DIN N.A.

Profile: Mrs. Nishi Mehra w/o Shri Sri Krishan Mehra aged 58 years, an Indian National residing at 5, Flag Staff Road, Civil Lines, Delhi-110054. Mrs. Nishi Mehra is a Graduate and has 14 years experience in Business Administration as a partner in Jaquar Mercantile. 13. Individual Promoter: Mr. Parichay Mehra Age 32 years




Graduate



Proteas Realty Private Limited

Allium Realty Private Limited

Other ventures Nil

Occupation Business

Permanent Account Number AGAPM6716B

DIN 03204069

Profile: Mr. Parichay Mehra S/o Shri Sri Krishan Mehra aged 32 years, an Indian National residing at 5, Flag Staff Road, Civil Lines, Delhi-110054. Mr. ParichayMehra is a Graduate and has 13 years experience in Business Administration. He is Executive director in M/s Jaquar and Company Private Limited. 14. Individual Promoter: Mr. Parinay Mehra Age 29 years




Graduate


Other ventures Nil

Occupation Business

Permanent Account Number AKKPM3747J

DIN N.A.

Profile: Mr. Parinay Mehra S/o Shri Rajesh Mehra aged 29 years, an Indian National residing at 5, Flag Staff Road, Civil Lines, Delhi-110054. Mr. Parinay Mehra is a Graduate.

41

15. Individual Promoter: Ms. Parakh Sehgal Age 35 years

Personal Address B-364, New Friends Colony, New Delhi-110065



Graduate



Other ventures Nil

Occupation Business

Permanent Account Number AAVPM5726A

DIN N.A.

Profile: Ms. Parakh Sehgal D/o Shri Sri Krishan Mehra aged 35 years, an Indian National residing

at B-364, New Friends Colony, Delhi-110065.Ms. Parakh Sehgal, a Graduate and has 12 years

experience in Business Administration.

16. Individual Promoter: Mr. Ranbir Raj Mehra Age 22 years




Graduate

Experience :


Other ventures Nil

Occupation Business

Permanent Account Number BHJPM5348G

DIN N.A.

Profile: Mr. Ranbir Raj Mehra S/o Shri Ajay Mehra aged 22 years, an Indian National residing at 5, Flag Staff Road, Civil Lines, Delhi-110054. Mr. Ranbir Raj Mehra is a Graduate. 17. Individual Promoter: Ms. Sabhyata Mehra

42

Age 31 years

Personal Address H.No.44, Sector-8A, Chandigarh- 160009



Graduate

Experience :4 years


Other ventures Nil

Occupation Business

Permanent Account Number AGAPM4774H

DIN N.A.

Profile: Ms. Sabhyata Mehra D/o Shri Rajesh Mehra aged 31 years, an Indian National residing at H.No.44, Sector-8A, Chandigarh- 160009. Ms. Sabhyata Mehra is a Graduate and has 4 years experience in Business Administration. 18. HUF Promoter: Ajay Mehra & Sons HUF Age Not Applicable

Address D-56, Defence Colony, Delhi -110024



Not Applicable

Directorship held Not Applicable

Other ventures Not Applicable

Occupation Business

Permanent Account Number AAGHA5911G

DIN Not applicable

Profile: Ajay Mehra & Sons HUF is a HUF established by Mr. Ajay Mehra (Karta) during the year 96-97 and having its address at D-56, Defence Colony, Delhi -110024. The HUF is a partner of Jaquar Mercantile and Essco Sanitations.

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19. HUF Promoter: Rajesh Mehra & Sons HUF Age Not Applicable




Not Applicable



Occupation Business

Permanent Account Number AAIHR7801P

DIN Not applicable

Profile: Rajesh Mehra & Sons HUF is a HUF established by Mr. Rajesh Mehra (Karta) during the year 96-97 on 01.04.1996 and having its address at D-56, Defence Colony, Delhi -110024. The HUF is a partner of Jaquar Mercantile and Essco Sanitations. 20. HUF Promoter: S K Mehra & Sons HUF Age Not Applicable




Not Applicable



Occupation Business

Permanent Account Number AAAHK3111L

DIN Not applicable

Profile: S K Mehra & Sons HUF is a HUF established by Mr. Sri Krishan Mehra (Karta) during the year 96-97 on 01.04.1996 and having its address at D-56, Defence Colony, Delhi -110024. The HUF is a partner of Jaquar Mercantile and Essco Sanitations.

Information Memorandum KRA Leasing-2015

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21. HUF Promoter: N L Mehra & Sons HUF Age Not Applicable




Not Applicable



Occupation Business

Permanent Account Number AADHN6525J

DIN Not applicable

Profile: N L Mehra & Sons HUF is a HUF established by Mr. Nandlal Mehra (Karta) during the year 96-97 and having its address at D-56, Defence Colony, Delhi -110024. The HUF was acquired by Mr. Sri Krishan Mehra (present karta) s/o Late Nandlal Mehra during the year 2009-10 The HUF is a partner of Jaquar Mercantile and Essco Sanitations.

(d) Names, addresses and occupation of manager, managing director and other directors including nominee- directors, whole-time directors.

DIN Full Name Present residential address Designation Category

00058213 SRI KRISHAN MEHRA

5, FLAG STAFF ROAD,, CIVIL LINES, DELHI, 110054, Delhi, INDIA

Director Promoter

00058232 RAJESH MEHRA 5, FLAG STAFF ROAD,, CIVIL LINES,, DELHI, 110054, Delhi, INDIA

Managing director Promoter

00058245 AJAY MEHRA 5, FLAG STAFF ROAD,, CIVIL LINES,, DELHI, 110054, Delhi, INDIA

Director Promoter

05182383 Ravi Sharma A-2/45, Hastsal Road, Uttam Nagar,, New Delhi, 110059, Delhi, INDIA

Director Independent Director

05182566 AMIT KUMAR MODI

42 B, TOP FLOOR, HANUMAN LANE, CONNAUGHT PLACE, NEW DELHI, 110001, Delhi, INDIA


06883669 DEEKSHA BAJAJ 101, SAVERA APPTS,, SECTOR-13, ROHINI, DELHI, 110085, Delhi, INDIA



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Other Directorship Details

Name of the Director Other Directorship Details Sri Krishan Mehra G.R. SALES PRIVATE LIMITED

SANRAJ FARMS PRIVATE LIMITED SANIPLUS OVERSEAS PRIVATE LIMITED KOKAM REALTY PRIVATE LIMITED PROTEAS REALTY PRIVATE LIMITED JAQUAR AND COMPANY Private LIMITED WARAS REALTY PRIVATE LIMITED SMG ENTERPRISES PRIVATE LIMITED SWEET HOSPITALITY PRIVATE LIMITED

Rajesh Mehra G.R. SALES PRIVATE LIMITED PROMPT CAPITAL AND FINSER PRIVATE LIMITED SMG ENTERPRISES PRIVATE LIMITED ESSCO SANITATIONS PRIVATE LIMITED SANRAJ FARMS PRIVATE LIMITED KOKAM REALTY PRIVATE LIMITED JAQUAR AND COMPANY Private LIMITED FIRESPIKE REALTY PRIVATE LIMITED SWEET HOSPITALITY PRIVATE LIMITED FOSHAN JAQUAR TRADING LIMITED JAQUAR UK LIMITED JAQUAR KENYA PRIVATE LIMITED JAQUAR MIDDLE EAST LLC

Ajay Mehra ESSCO SANITATIONS PRIVATE LIMITED SMG ENTERPRISES PRIVATE LIMITED JAQUAR AND COMPANY Private LIMITED G.R. SALES PRIVATE LIMITED SANRAJ FARMS PRIVATE LIMITED FIRESPIKE REALTY PRIVATE LIMITED ALLIUM REALTY PRIVATE LIMITED WARAS REALTY PRIVATE LIMITED SWEET HOSPITALITY PRIVATE LIMITED FOSHAN JAQUAR TRADING LIMITED JAQUAR UK LIMITED JAQUAR KENYA PRIVATE LIMITED

Amit Modi SWEN POWER VENTURES PRIVATE LIMITED

Deeksha Bajaj Nil

Ravi Sharma Nil

(e) Location of project. 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 for raw materials and utilities like water, electricity, etc: We have a fully furnished office space at New Delhi. Our office has all facilities like Computers, Laptops, Internet Connection, Water, Electricity, Air Conditioners etc. (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: The Company is in the business of Financial Activities and does not manufacture any products. (i) Nature of the product(s) – consumer /industrial and end-users. Not Applicable (ii) Approach to marketing and proposed marketing set up. Not Applicable (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. Not Applicable (l)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: 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 The details of the dividends and/or cash bonuses paid by our Company in the last 10 years are as follows: EQUITY PREFERENCE Rate

(%) Amt. per Share

Total Amt.

Rate (%) Amt. per Share

Total Amt.

Records of Dividends and Cash Bonus (if any) for the last ten years

(a) 2013-14 –Interim NA NA NA NA NA NA Final NA NA NA NA NA NA Total NA NA NA NA NA NA

(b) 2012-13 –Interim NA NA NA NA NA NA Final NA NA NA NA NA NA Total NA NA NA NA NA NA

(c) 2011-12 –Interim NA NA NA NA NA NA Final NA NA NA NA NA NA Total NA NA NA NA NA NA

(d) 2010-11 –Interim NA NA NA NA NA NA Final NA NA NA NA NA NA Total NA NA NA NA NA NA

(e) 2009-10 –Interim NA NA NA NA NA NA


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Final NA NA NA NA NA NA Total NA NA NA NA NA NA

(f) 2008-09 –Interim NA NA NA NA NA NA Final NA NA NA NA NA NA Total NA NA NA NA NA NA

(g) 2007-08 –Interim NA NA NA NA NA NA Final NA NA NA NA NA NA Total NA NA NA NA NA NA

(h) 2006-07 –Interim NA NA NA NA NA NA Final NA NA NA NA NA NA Total NA NA NA NA NA NA

(i) 2005-06 –Interim NA NA NA NA NA NA Final NA NA NA NA NA NA Total NA NA NA NA NA NA

(j) 2004-05 –Interim NA NA NA NA NA NA Final NA NA NA NA NA NA Total NA NA NA NA NA NA

(k) 2003-04 –Interim NA NA NA NA NA NA Final NA NA NA NA NA NA Total NA NA NA NA NA NA VII. (a) Outstanding litigations pertaining to- (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 enactments 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 as there is no default in meeting in meeting any statutory dues and institutional dues. Further, Company has not issued any debentures, fixed deposits, 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 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 since the Company is an existing Listed Company on DSE and with that status the application has been filed with MCX-SX and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO. 2. Expert opinion obtained, if any. Not Applicable since the Company is an existing Listed Company on DSE and with that status the application has been filed with MCX-SX 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.


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Change in Directors There has been no changes in the Board of Directors during the last three years except the following.

Name DIN Date of Change Reason for Change Shweta Dixit 05182578 30/05/2014 Resignation Ravi Sharma 05182383 30/05/2014 Appointment

Deeksha Bajaj 06883669 30/05/2014 Appointment

Sri Krishan Mehra 00058213 30/05/2014 Appointment

Ajay Mehra 00058245 30/05/2014 Appointment

Anu Pandey 00105081 01/10/2012 Resignation

Chandra Bhusan Pandey 00105127 01/10/2012 Resignation

Shweta Dixit 05182578 01/10/2012 Appointment

Amit Kumar Modi 05182566 01/10/2012 Appointment

Change in Auditors There has been no change in the Statutory Auditors of the Company in the last 3 years.

4. Authority for the issue and details of resolution passed for the issue. Not Applicable since the Company is an existing Listed Company on DSE and with that status the application has been filed with MCX-SX and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO. However, Board of Directors of the Company, at its meeting held on November 14, 2014, has passed a resolution for applying for direct listing of its Equity Shares on MCX-SX Limited.

5. Procedure and time schedule for allotment and issue of certificates. Not Applicable since the Company is an existing Listed Company on DSE and with that status the application has been filed with MCX-SX and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO. 6. Names and addresses of the company secretary, legal adviser, lead managers, co-managers, auditors, bankers to the company, bankers to the issue and brokers to the issue. Compliance Officer Mr. Rajesh Mehra Managing Director KRA Leasing Limited D-28, SMA Cooperative Estate GT Karnal Road, Delhi-110 033 Auditors M/s Daleep Bhatia & Co, Chartered Accountants 19, Vasant Enclave, Rao Tula Ram Marg New Delhi – 110 057 Ph: +91-11- 26147624 Bankers to the company Standard Chartered Bank Connaught Place New Delhi-110 001 Legal Adviser, Lead Managers, Co-Managers, Bankers to the Issue and Brokers to the Issue: Not Applicable


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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; Annual Report for financial year 2013-14 is enclosed. (b) the rates of the 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 five 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 in respect of that part of the 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).: Not Applicable 2. If the company has no 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 the prospectus; : Not Applicable (b) so far as regards assets and liabilities, deal with the assets and liabilities of the company at 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; : Not Applicable

or (ii) individually with the profits or losses of each subsidiary, so far as they concern members of the company; or, instead of dealing separately with the company's profits or 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; : Not Applicable

and (b) so far as regards assets and liabilities, deal separately with the company's assets and liabilities as provided by sub-clause (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, : Not Applicable

or (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. : Not Applicable 4. If the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be


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applied directly or indirectly- (i) in the purchase of any business; or : Not Applicable (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 per cent, 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 : Not Applicable (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. : Not Applicable 5.(1) 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 : Not Applicable (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; : Not Applicable a report made by accountants (who shall be named in the prospectus) upon- (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 : Not Applicable (ii) the assets and liabilities of the other body corporate at the last date to which its accounts were made up. : Not Applicable (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 : Not Applicable (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. : Not Applicable 6. Principal terms of loan and assets charged as security. : Not Applicable

Bank Loan Amount Term of Loan Assets charged

Nil Nil Nil Nil


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C. Statutory and other information 1. Minimum subscription : Not Applicable 2. Expenses of the issue giving separately fee payable to:

(a) Advisers. : Not Applicable

(b) Registrars to the issue. : Not Applicable However the Company has RTA who is the common registry agent. Details of RTA are as follows:- Registrar and Transfer Agent Link Intime India Private Limited 44, Community Center, 2nd Floor Naraina Industrial Area, Phase-I Near PVR, Naraina, New Delhi-110 028 Tel . # 011-41410592/93/94 Fax # 011-41410591 Email : [email protected] Website : www.linkintime.co.in SEBI Registration No.: INR000004058 Contact Person: Mr. V. M. Joshi (c) Managers to the issue. : Not Applicable (d) Trustees for the debenture holders. : Not Applicable 3. Underwriting commission and brokerage. : Not Applicable 4. Previous issue for cash. : Not Applicable 5. Previous public or rights issue, if any: (during last five years) (a) Date of Allotment : Not Applicable

Closing Date : Not Applicable Date of refunds : Not Applicable Date of listing on the stock exchange : Not Applicable

(b) If the issue(s) at premium or discount and the amount thereof. Not Applicable (c) The amount paid or payable by way of premium, if any, on each share which had been issued within the two years preceding the date of the 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 a discount, the reasons for the differentiation and how many premiums received have been or are to be disposed. : Not Applicable 6. Commission or brokerage on previous issue. : Not Applicable

7. Issue of shares otherwise than for cash. : Not Applicable

8. Debentures and redeemable preference shares and other instruments issued by the company

outstanding as on the date of prospectus and terms of issue. : Not Applicable

9. Option to subscribe. : Not Applicable


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9A. The details of option to subscribe for securities to be dealt with in a depository. : Not Applicable. However, the Company has connectivity with both NSDL and CDSL. 10. Purchase of property :- (i) As respects any property to which this clause applies- (a) the names, addresses, descriptions and occupations of the vendors; : Not Applicable (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 a sub-purchaser, the amount so paid or payable to each vendor, specifying separately the amount, if any, paid or payable for goodwill; : Not Applicable (c) the nature of the title or interest in such property acquired or to be acquired by the company; : Not Applicable (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 or proposed director of the company had any interest, direct or indirect, specifying the date of the transaction and the name of such promoter, director or proposed director and stating the amount payable by or to such vendor, promoter, director or proposed director in respect of the transaction. : Not Applicable (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- : Not Applicable (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. : Not Applicable (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. : Not Applicable (iv) If the company proposes 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. : Not Applicable 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. : Not Applicable.

Any amount or benefit paid or given within the two preceding years or intended to be paid or given to any promoter or officer and consideration for payment of giving of the benefit. : Not Applicable (ii) The dates, parties to, and general nature of- : Not Applicable

(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 the prospectus; : Not Applicable (b) every other material contract, not being a contract entered into in the ordinary course of the business


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carried on or intended to be carried on by the company or a contract entered into more than two years before the date of the prospectus. : Not Applicable A reasonable time and place at which any such contract or a copy thereof may be inspected. (iii) Full particulars of the nature and extent of the interest, if any, of every director or promoter- (a) in the promotion of the company; or : Not Applicable (b) in any property acquired by the company within two years of the date of the prospectus or proposed to be acquired by it. : Not Applicable 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. : Not Applicable since the Company is an existing Listed Company on DSE and with that status the application has been filed with MCX-SX 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 the process for modification of such rights and forfeiture of shares. Not Applicable 13. Restrictions, if any, on transfer and transmission of shares/ debentures and on their consolidation/ splitting. Not Applicable 14. Revaluation of assets, if any (during last five years). Not Applicable 15. Material contracts and inspection of documents, e.g. Not Applicable A. Material contracts. Not Applicable B. Documents. Not Applicable 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. Not Applicable


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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 financial 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 to in Part II of this Schedule or in 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 less than five years immediately preceding the issue of the 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 (b) shall not be made by any accountant who is an officer or servant, or a partner or in the employment of an officer or servant, of the company or of the company’s subsidiary or holding company or of a subsidiary of the company’s holding company. For the purposes of this clause, the expression "officer" shall include a proposed director but not an auditor.

22. Inspection of documents: Reasonable time and place at which copies of all balance sheets and profit and loss accounts, if any , on which the report of the auditors is based, and material contracts and other documents may be inspected. Note : Term "year " wherever used herein earlier, means financial year.


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Declaration : That all the relevant provisions of the Companies Act, 1956, Companies Act, 2013 and the guidelines issued by the Government or the guidelines issued by the Securities and Exchange Board of India established under section 3 of the Securities and Exchange Board of India Act, 1992, 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, Companies Act, 2013 or the Securities and Exchange Board of India Act, 1992 or rules made there under or guidelines issued, as the case may be. SIGNED FOR AND ON BEHALF OF BOARD OF DIRECTORS OF THE COMPANY (Rajesh Mehra) Managing Director DIN-00058232 Place: New Delhi Date: January 15, 2015

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