Download information memorandum of anubhav industrial resources

Information Memorandum
Anubhav Industrial Resources Limited
INFORMATION MEMORANDUM
OF
ANUBHAV INDUSTRIAL RESOURCES LIMITED
FOR LISTING OF 50,79,000 EQUITY SHARES OF Rs.10/- EACH FULLY PAID UP
NO EQUITY SHARES ARE PROPOSED TO BE OFFERED PURSUANT TO THIS
INFORMATION MEMORANDUM
CIN: L17117CH1985PLC023819
REGISTERED OFFICE:
SCO 2, MADHYA MARGSECTOR – 26,
CHANDIGARH- 160019.
ADMIN OFFICE:
OFFICE NO.4, PRATHMESH LEELA, NEW LINK ROAD,
OPP. DON BOSCO SCHOOL, NEAR SAILEE HOSPITAL,
BORIVALI (WEST), MUMBAI-400092.
Information Memorandum
Anubhav Industrial Resources Limited
INFORMATION MEMORANDUM
FOR LISTING OF 50,79,000 EQUITY SHARES OF RS. 10/- EACH FULLY PAID UP
Anubhav Industrial Resources Limited was incorporated as a Public Limited Company under the
provisions of the Companies Act, 1956 on February 19, 1985 & has obtained the Certificate for
Commencement of Business on February 25, 1985 from the Registrar of Companies, Delhi &
Haryana. The Company’s name has not been changed since incorporation.
Name of Company
Anubhav Industrial Resources Limited
Category
Public Limited Company
Registered Office Address
SCO 2 Madhya Marg, Sector 26, Chandigarh- 160019
Office No.4, Prathmesh Leela, New Link Road, Opp. Don
Bosco School, Near Sailee Hospital, Borivali (West),
Mumbai-400092.
022-66970245/44.
Administrative Office Address
Telephone & Fax No.
E- Mail ID
[email protected]
[email protected]
Website
www.anubhavindustrialresources.com
Date of Incorporation
February 19,1985
CIN of the Company
ISIN of the Company
L17117CH1985PLC023819
INE966Q01010
Name & Details of the Contact
Person
Ms. Vidya M. Chalke
Managing Director
Name of Regional Stock
Exchanges where the Shares of
Company are Listed
Delhi Stock Exchange Limited
Name of Other Stock
Exchanges where the Shares of
Company are Listed
N.A
Name & Address of Auditors of
the Company
M/s. Shyam C. Agarwal & Co., Chartered Accountants,
Mumbai
Registrar & Share Transfer
Agents
M/s Purva Share Registry (India) Private Limited,
Unit No. 9, Shiv Shakti Industrial Estate, J .R. Boricha
Marg, Opp. Kasturba Hospital Lane
Lower Parel (E). Mumbai 400 011
Website: www.purvashare.com
Email: [email protected]
Information Memorandum
Anubhav Industrial Resources Limited
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, 1956 & 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.
The information in this information memorandum has been taken from Financial Statements and
Annual Reports of the Company and Directors’ Report and Auditors Reports thereon and other
reliable sources. We believe that data used in this Information Memorandum is reliable though it
has not been independently verified by the Company.
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;
For further discussion of factors that could cause our actual results to differ, see the section
titled “Risk Factors”. By their nature, certain risk disclosures are only estimates and could be
materially different from what actually occur in the future. As a result, actual future gains or
losses could materially differ from those that have been estimated.
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.
Information Memorandum
Anubhav Industrial Resources Limited
FUTURE PROSPECTUS :
The Company was incorporated as a Public Limited Company in the year 1985, with the
following main objects as powered by the Memorandum of Association of the Company:
1. To carry on the business as traders, dealers, manufactures wholesalers, retailers, combers,
scourers, spinners, weavers finishers, dyers, and manufacturers of yarns and fabrics of
wool, cotton, jute, silk, rayon nylon, terylene garments fabrics handicrafts, electric and
electronic equipments machinery and plastics, and other natural, synthetic and / or fibrous
substances and / or manufacturers of materials from the waste realised from the above
mentioned products either on its own account or on commission and to carry on the
business as drapers and dealers of furnishing fabrics in all its branches, as costumiers,
readymade dress and mantle makers, silk mercers, makers and supplies of clothing lingerie
and trimmings of every kind, furriers, drapers, haberdashers, milliners, hosiers, glovers, lace
makers, feather dressers, felt makers dealers in and manufacturers of yarns, fabrics and
also to manufacture, deal in or process natural starch and other sizing materials dye-stuff
synthetic or chemical substances of all kinds and compounds and other substances, either
basic, intermediate required for the above mentioned products.
2. To construct purchase, sale, let out, develop promote or otherwise acquire, purchase, on
auction, or hire, buildings, houses, bungalows, factories, trade premises, public buildings,
hotels, lands, farms or any other kind of assets, estates or property and to carry on business
of hire purchase of property and machinery.
Initially the company had started their business pertaining to their main objects mentioned in
Memorandum, but due to the mishaps and crisis in the particular Industrial Sector the same did
not worked upto the mark.
As it is historical that Textile industry has proved to be leading industry in the early phase of
industrialization and so the same will continue to be as it is significant and essential goods for
human beings. Thus the Company then started carrying on the Business in the Consumer
durables, textile business and dealing in different types of garments, which in turn proved out to
be a profitable business for the Company during the recent years.
Recently, the Company has come up with a Preferential Allotment of 40,99,000 shares to
Promoters/Non Promoters/ Person Acting in Concert on Preferential Basis and the management
of the company has planned to utilize the funds in the Real Estate Business and for the
purpose, to do the business to buy, sell, take on lease, give on lease or on license, maintain,
develop, demolish, alter, construct, build and turn to account any land or buildings owned or
acquired or leased by the Company or in which the Company may be interested as owners,
lessors, lessees, licensors, licensees, architects, builders, interior decorators and designers, as
vendors, contractors, property developers and real estate owners and agents whether such land
or building or the development thereof be for or in respect of residential or commercial purposes
such as multi-storeyed buildings, complexes, houses, flats, offices, shops, garages, cinemas,
theatres, hotels, restaurants, motels or other structures of whatsoever description including
prefabricated and pre-cast houses, buildings and erections and to enter into contracts
subcontracts, and to carry on the business of Builders, Architects, Surveyors, Valuers,
Contractors, Commission Agents and General Agents or otherwise to acquire, sell, and to
dispose of and deal in movable and immovable properties of every description.
Information Memorandum
Anubhav Industrial Resources Limited
Based on the aforementioned scenario, the Board of Directors of the Company are effectively
working towards the achievement of goals. The directors do actively participate for the success
of the company in such a way that objectives are fulfilled with the benefit extending to all
stakeholders and members of the society.
SUBSIDIARY (IES) OF THE COMPANY, IF ANY
The company does not have any subsidiary.
Information Memorandum
Anubhav Industrial Resources Limited
INFORMATION MEMORANDUM
FOR LISTING AND TRADING OF 50,79,000 EQUITY SHARES OF
Rs. 10/- EACH FULLY PAID UP
GENERAL RISK
Investment in equity and equity-related securities involve a degree of risk and investors should
not invest in the equity shares of Anubhav Industrial Resources 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 Anubhav Industrial Resources
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 investor should consult its own counsel,
business advisor and tax advisor as to the legal, business, tax and related matters.
ABSOLUTE RESPONSIBILITY OF ANUBHAV INDUSTRIAL RESOURCES LIMITED
Anubhav Industrial Resources Limited having made all reasonable inquiries, accepts
responsibility for, and confirms that this Information Memorandum contains all information with
regard Anubhav Industrial Resources 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 entire Equity Shares Capital of Anubhav Industrial Resources Limited are listed on the
Delhi Stock Exchange Limited and are proposed to be traded on the MCX Stock Exchange
Limited.
NON APPLICABILITY OF ISSUE OF PROSPECTUS
Since there is no offer of securities made through this Information Memorandum, the provisions
of the section 26 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014
shall not apply to the Company.
Information Memorandum
Anubhav Industrial Resources Limited
SECTION-I GLOSSARY OF TERMS/ABBREVIATIONS
Articles of Association of M/s. Anubhav Industrial Resources Limited
Auditors
Banker(s) to the Company
Board of Directors / Board /
Directors
MCX
MCX
Companies Act
DSE
EPS
Equity Shares
Financial year/ fiscal/ FY
Information Memorandum
I. T. Act
Memorandum/of
Association
Company
NSDL
CDSL
RBI
ROC
SEBI
SEBI Act
The Statutory Auditors of Anubhav Industrial Resources Limited
The Bankers of Anubhav Industrial Resources Limited
The Board of Anubhav Industrial Resources Limited
MCX Stock Exchange Limited
MCX Stock Exchange Limited
The Companies Act, 1956 & 2013, as amended from time to time
Delhi Stock Exchange.
Earnings per Equity Share
Equity Shares of the Company of Rs.10/- each
The twelve months ended March 31 of a particular year
This document as filed with the Stock Exchanges is known as
and referred to as the Information Memorandum
The Income-tax Act, 1961, as amended from time to time, except
as stated otherwise
The Memorandum of Association of Anubhav Industrial
Resources Limited
Anubhav Industrial Resources Limited
National Securities Depository Limited
Central Depository Services (I) Ltd
Reserve Bank of India
Registrar of Companies, Delhi & Haryana
The Securities and Exchange Board of India constituted under
the SEBI Act
Securities and Exchange Board of India Act, 1992, as amended
from time to time
Information Memorandum
Anubhav Industrial Resources Limited
SECTION-II RISK FACTORS & MANAGEMENT PERCEPTION THEREOF
RISK ENVISAGED BY THE MANAGEMENT
An investment in equity securities involves a high degree of risk. Before investing in our Equity
Shares, you should carefully consider all the information in this Document, including the risks
and uncertainties described below and in the sections “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and “Business”, as well as the “Financial
Statements” and related notes. If any of the following risks, or other risks that are not currently
known or are now deemed immaterial, actually occur, our business and financial results could
be materially and adversely affected, the trading price of the Equity Shares could decline
significantly and you may lose all or part of your investment.
MANAGEMENT PERCEPTION
The Company has been in the business for the last 29 years and has seen many ups and down
in the economy of India. The Company follows a systematic process for planning and
implementation of its strategies. The Company is exposed to specific risks that are particular to
its business and the environment within which it operates, including interest rate volatility,
economic cycle, credit risk and market risk. The measurement, monitoring management of risk
remains key focus areas for the company. Barring unforeseen circumstances and political
fluctuations as well as natural calamities, the Company expects to withstand the Global/India
economy meltdown as the Company, alongwith applying stiff and conventional measures,
follows conservative approach and manages the credit risk through prudent selection of clients,
delegation of appropriate lending powers and stipulating various prudential limits.
The Management of the Company is looking forward to excel in the existing business by framing
plans and formulating strategies and also by hiring expert for their expert opinion who shall
prove to be an asset to the Company in its future endeavor.
INTERNAL RISK
The Company has been in the business of textile and consumer durables over a long period of
time now and constant entry of new competitors in the said business activity is threat to the
Companies growth and prosperity
The Company been a consultant and advisor, is not necessary that the decision drawn or
undertaken are truly correct or upto its standard.
The business of hire purchase involves fluctuation in the interest rate such and uncertainty in
economic cycle of the business.
EXTERNAL RISKS
Real estate and infrastructure investment(s) requires a serious time commitment. There are so
many different aspects to the business of real estate and infrastructure that it becomes difficult,
and sometimes impossible, to give only a small part of your attention to your investment
endeavors. Before making an investment, it is important to understand all the factors that play
into your decision. This includes capital appreciation, tax benefits, cash flow, equity paydown,
and those are just a few. Each element of real estate investment requires a serious amount of
time. Shortcuts can be detrimental.
Information Memorandum
Anubhav Industrial Resources Limited
RISK IN INVESTING IN SECURITY OF THE COMPANY
The prices of our equity shares may fluctuate after listing due to a wide variety of factors,
including volatility in the Indian and global securities markets; our operational performance,
financial results and capacity expansion; developments in India’s economic liberalization and
deregulation policies, particularly in the Real Estate and Construction sector; and changes in
India’s laws and regulations impacting our business. There is no assurance that an active
trading market for our equity shares will develop or be sustained after listing.
LEGAL RISKS:
The legal risk depends on the involvement of the Company in the legal proceedings. So far
there are no cases either criminal or civil or under any other applicable laws lodged against the
Company. The Company is also regular in Compliance. There are no cases lodged by the
Company against any person(s) and Companies
Listing
: 1.
Delhi Stock Exchange Limited
Now the Equity Shares of the Company i.e. Anubhav Industrial Resources Limited shall be
admitted for listing on MCX Stock Exchange Limited. Such admission for listing shall be subject
to fulfillment by the Company of listing criteria of MCX for such issues and also 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
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
MCX for making the said Information Memorandum available to public through their website viz.
www.mcxindia.com
Prohibition by SEBI
The Company, its directors, its promoters, other companies promoted by the promoters and
companies with which the Company’s directors are associated as directors have not been
prohibited from accessing the capital markets under any order or direction passed by SEBI.
Caution
The Company accepts no responsibility for statements made otherwise than in the Information
Memorandum or any other material issued by or at the instance of the Company and anyone
placing reliance on any other source of information would be doing so at his or her own risk. All
information shall be made available by the Company to the public and investors at large and no
selective or additional information would be available for a section of the investors in any
manner.
Information Memorandum
Anubhav Industrial Resources Limited
Disclaimer Clause of MCX
As required, a copy of this Information Memorandum is being submitted to MCX. The MCX does
not in any manner:
•
•
•
warrant, certify or endorse the correctness or completeness of any of the contents of this
Information Memorandum; or
warrant that this Company’s securities will be traded or will continue to be traded on the MCX;
or
take any responsibility for the financial or other soundness of this Company, its promoters, its
management or any scheme or project of this Company;
and it should not for any reason be deemed or construed to mean that this Information
Memorandum has been cleared or approved by the MCX. Every person who desires to acquire
any securities of this Company may do so pursuant to independent inquiry, investigation and
analysis and shall not have any claim against the MCX whatsoever by reason of any loss which
may be suffered by such person consequent to or in connection with such subscription/
acquisition whether by reason of anything stated or omitted to be stated herein or for any other
reason whatsoever.
Filing
Copies of this Information Memorandum have been filed with MCX in due compliance.
Listing
Application has been made to MCX for permission to deal in and for an official quotation of the
Equity Shares of the Company. The Company has already taken steps for the completion of
necessary formalities for commencement of trading at the Stock Exchange mentioned above.
Demat Credit
The Company has executed Agreements with NSDL and CDSL for trading its securities in
demat form as per the following details:
Dematerialization of Shares
Tripartite agreements have been signed between the Company, the Registrar and CDSL and
NSDL. The ISIN No. allotted to the Company is INE966Q01010.
Registrar & Share Transfer Agent
M/s Purva Share Registry (India) Private
Limited,
Unit No. 9, Shiv Shakti Industrial Estate, J .R.
Boricha Marg
Opp. Kasturba Hospital Lane
Lower Parel (E)
Mumbai 400 011
Website: www.purvashare.com
Email: [email protected]
Auditors
M/s. Shyam C. Agarwal & co.
Chartered Accountants
Mumbai
Information Memorandum
Anubhav Industrial Resources Limited
Banker to the Company
Axis Bank Limited
Compliance Officer
Mr. Prateek Savla
e-mail id- [email protected] /
[email protected]
Contact No-022-66970245
Investors can contact the Compliance Officer in case of any share transfer related problem.
SECTION III - GENERAL INFORMATION
Company Profile
ANUBHAV INDUSTRIAL RESOURCES LIMITED is in well diversified business as powered by
the Memorandum of Association of the Company. The Company is presently carrying the
business. In the Following sector Company is doing business.




As buyer, seller, dealer, distributor, wholesalers, retailers, of goods, commodities, objects
etc.
Manufacturers of yarns and fabrics of wool, cotton, jute, silk, rayon nylon, terylene garments
fabrics handicrafts Financing all their respective branches.
Textile and consumer durable
To construct purchase, sale, let out, develop promote or otherwise acquire, purchase, on
auction, or hire, buildings, houses, bungalows, factories, trade premises, public buildings,
hotels, lands, farms or any other kind of assets, estates or property
INCORPORATION
Anubhav Industrial Resources Limited was incorporated as a public limited company under the
provisions of the Companies Act, 1956 on February 19, 1985 & obtained the Certificate for
Commencement of Business on February 25, 1985 from the Registrar of Companies, Delhi &
Haryana.
DIRECTORS
Company is managed by 5 Directors and All Directors of Company have long experience in
Capital Market, Finance and Accounting and Real Estate Sector required for manufacturing,
processing, transportation and trading business and other commercial and service business
REGISTERED OFFICE
SCO 2, MADHYA MARGSECTOR – 26, CHANDIGARH- 160019.
List of Directors
Sr.
No.
Name of the Directors
Designation
1.
VIDYA MAHESH CHALKE
2
RAMESH KUMAR KHETAN
Director
3.
VIJAY PANDERE
Director
4.
SANTOSH GANGARAM MOHITE
Director
5.
LOK NATH AGGARWAL
Director
Managing Director
Information Memorandum
IV.
A.
Anubhav Industrial Resources Limited
CAPITAL STRUCTURE
The share capital of the Company as at the date of this Information Memorandum is set
forth below:
Sr.
No
A
B
B.
Particulars
Authorized Capital
60,00,000 equity shares of Rs. 10/- per share each
fully paid-up
TOTAL AUTHORIZED CAPITAL
Issued Subscribed & Paid Up Capital
50,79,000 equity shares of face value Rs.10/- each
6,00,00,000
TOTAL ISSUED
CAPITAL
5,07,90,000
SUBSCRIBED
&
PAID
UP
5,07,90,000
Share Capital History of the Company/ Evolution of Capital
Date of Allotment
Mode of
Issue
of Cash
At the time
Incorporation
(Subscribers to the
Memorandum)
Initial
public Allotment
offering (IPO)
done
on
11.09.1985
Initial
public Allotment
offering (IPO)
done
on
30.10.1989
18.07.2014
Preferential
Allotment
Total
C.
No. of
shares
70
Distinctive Nos.
From -To
1-70
Whether listed at DSE
or not
Shares listed on Delhi
Stock Exchange.
244930 71-2,45,000
Shares listed on Delhi
Stock Exchange.
735000 2,45,001-980000
Shares listed on Delhi
Stock Exchange.
4099000 980001-5079000
Shares listed on Delhi
Stock Exchange.
5079000
Details of Outstanding Convertible Warrants:

D.
Aggregate value at face
value / Aggregate Nominal
Value
6,00,00,000
We hereby declare that there are no outstanding convertible warrants pending for conversion as
on the date of this Information Memorandum.
Statement showing Share Holding Pattern of Anubhav Industrial Resources Limited as
per clause 35 of Listing Agreement as on September 30, 2014:
PLEASE PROVIED THE SHAREHOLDING PATTERN OF SEPTEMBER 2014 HERE
Information Memorandum
Anubhav Industrial Resources Limited
Statement showing Share Holding Pattern of ANUBHAV INDUSTRIAL RESOURCES Limited as
per clause 35 of Listing Agreement as on September 30, 2014:
Introductory sub-table (I)(a)
Name of the Company: ANUBHAV INDUSTRIAL RESOURCES LIMITED
Scrip Code, Name of the scrip, class of security: NA
Quarter ended: SEPTEMBER 30, 2014
Partly paid-up shares:-
No. of partly paidup 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
Held by public
NIL
NIL
Nil
NIL
NIL
NIL
NIL
NIL
NIL
Outstanding convertible
securities:-
No. of outstanding
securities
As a % of total no. of
outstanding convertible
securities
As a % of total no. of shares of
the company, assuming full
conversion of the convertible
securities
Held by promoter/promoter group
Held by public
NIL
NIL
Nil
NIL
NIL
NIL
NIL
NIL
NIL
Warrants:-
No. of warrants
As a % of total no.
of warrants
As a % of total no. of shares of
the company, assuming full
conversion of warrants
Held by promoter/promoter group
Held by public
NIL
NIL
Nil
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
Total
Total
Total
Total paid-up capital of the
company, assuming full
conversion of warrants and
convertible securities
5079000
Information Memorandum
Anubhav Industrial Resources Limited
Statement Showing Shareholding Pattern as on June 30, 2014
Table (I)(a)
Categ Category of
Number of
Total
Number of
ory
Shareholder
Shareholder number
shares
code
of shares
held in
demateriali
zed form
(I)
(II)
(A)
Shareholding of
Promoter and
Promoter Group
Indian
Individuals/ Hindu
Undivided Family
Central Government/
State Government(s)
1
(a)
(b)
(c)
(d)
(e)
2
a
b
c
d
e
(B)
1
(a)
(b)
(c)
(d)
(e)
(f)
(g)
Bodies Corporate
Financial
Institutions/ Banks
Any Others(Specify)
Sub Total(A)(1)
Foreign
Individuals (NonResidents
Individuals/
Foreign Individuals)
Bodies Corporate
Institutions
Qualified Foreign
Investor
Any Others(Specify)
Sub Total(A)(2)
Total Shareholding
of Promoter and
Promoter Group
(A)= (A)(1)+(A)(2)
Public
shareholding
Institutions
Mutual Funds/ UTI
Financial Institutions
/
Banks
Central Government/
State Government(s)
Venture Capital
Funds
Insurance
Companies
Foreign Institutional
Investors
Foreign Venture
(V)
Total shareholding as a
percentage of total
number of shares
Shares Pledged or
otherwise
encumbered
As a
percentage
1
of(A+B)
As a
percentage
of (A+B+C)
Number
of shares
As a
percenta
ge
(VI)
(VII)
(VIII)
(IX)=
(VIII)/(IV)
*100
0
0.00
(III)
(IV)
0
0
0
2
0
255000
0
250000
0.00
0.00
8.33
0.00
8.33
0.00
0.00
0
0
2
0
0
255000
0
0
250000
0.00
0.00
0.00
0.00
0.00
0.00
0
0.00
0.00
0.00
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0.00
0
0
0.00
0
0
0
0
0
0.00
2
255000
250000
0
0
0
0.00
0.00
0
0.00
0
0
0
0.00
0.00
0
0.00
0
0
0
0.00
0.00
0
0.00
0
0
0
0.00
0.00
0
0.00
0
0
0
0.00
0.00
0
0.00
0
0
0
0
0
0
0.00
0.00
0.00
0.00
0
0
0.00
0.00
0
0.00
Information Memorandum
(h)
(i)
B2
(a)
(b)
I
II
(c)
(d)
(B)
(C)
1
2
Capital Investors
Qualified Foreign
Investor
Any Other (specify)
Sub-Total (B)(1)
Non-institutions
Bodies Corporate
Individuals
Individuals -i.
Individual
shareholders holding
nominal share
capital up to Rs 1
lakh
ii. Individual
shareholders holding
nominal share
capital in excess of
Rs. 1 lakh.
Qualified Foreign
Investor
Any Other (specify)
Sub-Total (B)(2)
Total
Public
Shareholding (B)=
(B)(1)+(B)(2)
TOTAL (A)+(B)
Shares held by
Custodians and
against which
Depository
Receipts have
been issued
Promoter and
Promoter Group
Public
Sub-Total (C )
GRAND TOTAL
(A)+(B)+(C)
Anubhav Industrial Resources Limited
0
0
0
0
0
0
34
244330
0
0
0
0.00
0.00
0.00
0.00
0.00
0.00
0
0
0
0.00
0.00
0.00
0
0.00
0.00
0
0
0.00
0.00
0.00
507
130670
0
44
3849000
3849000
0
0
0
0
0
0
0.00
0.00
0.00
0.00
0
0
0.00
0.00
2716900
1755000
2
90.53
90.53
100.00
0
0.00
0.00
0
0
0
0
0
0
0
0
0
0
0
0
0
0.00
0.00
0
0
0
0
0.00
0
0
593
5079000
4099000
80.75
100.00
0
0.00
Information Memorandum
Anubhav Industrial Resources Limited
List of Top 10 Shareholders as on September 30, 2014 along with the number of shares
held
Sr.
No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Name of the Shareholder
Jagdish Chandra Inani
Ajay Ramnarayan Singh HUF
Asha Ajay Singh
Sanjay R Singh HUF
Rekha Sanjay Singh
Priyanka Ajay Singh
Rajiv Bajaj
Ramesh D Shah
Usha R Shah
Nisha Merchant
No of Shares
held
250000
150000
150000
150000
250000
250000
250000
250000
110000
110000
% of total Share
Capital
4.92
2.95
2.95
2.95
4.92
4.92
4.92
4.92
2.16
2.16
COMPANY HISTORY, MAIN OBJECTS, PRESENT BUSINESS:
History:
Anubhav Industrial Resources Limited has been incorporated as public limited
company on 19th February, 1985 in Union Territory of Delhi & Hariyana and
obtained the Commencement of Business Certificate on 25th February, 1985.
The main objects in the company’s memorandum of association are inter alia
to conduct the business as traders and exporters in various commodities, and
financing to the industrial enterprises.
Main
Objects:
Main objects to be pursued by the company on its incorporation are:
1. To carry on the business as traders, dealers, manufactures wholesalers,
retailers, combers, scourers, spinners, weavers finishers, dyers, and
manufacturers of yarns and fabrics of wool, cotton, jute, silk, rayon nylon,
terylene garments fabrics handicrafts, electric and electronic equipments
machinery and plastics, and other natural, synthetic and / or fibrous substances
and / or manufacturers of materials from the waste realised from the above
mentioned products either on its own account or on commission and to carry
on the business as drapers and dealers of furnishing fabrics in all its branches,
as costumiers, readymade dress and mantle makers, silk mercers, makers and
supplies of clothing lingerie and trimmings of every kind, furriers, drapers,
haberdashers, milliners, hosiers, glovers, lace makers, feather dressers, felt
makers dealers in and manufacturers of yarns, fabrics and also to
manufacture, deal in or process natural starch and other sizing materials dyestuff synthetic or chemical substances of all kinds and compounds and other
substances, either basic, intermediate required for the above mentioned
products.
2. To construct purchase, sale, let out, develop promote or otherwise acquire,
purchase, on auction, or hire, buildings, houses, bungalows, factories, trade
premises, public buildings, hotels, lands, farms or any other kind of assets,
estates or property and to carry on business of hire purchase of property and
machinery.
Holding
Company
There is no holding as well as subsidiary company Anubhav Industrial
Information Memorandum
Anubhav Industrial Resources Limited
and
Resources Limited.
Subsidiary
Main Objects The Company is in the business of
Business:
 As buyer, seller, dealer, distributor, wholesalers, retailers, of goods,
commodities, objects etc.
 Manufacturers of yarns and fabrics of wool, cotton, jute, silk, rayon nylon,
terylene garments fabrics handicrafts Financing all their respective
branches.
 Textile and consumer durable
 To construct purchase, sale, let out, develop promote or otherwise acquire,
purchase, on auction, or hire, buildings, houses, bungalows, factories,
trade premises, public buildings, hotels, lands, farms or any other kind of
assets, estates or property

Present
Business
 As buyer, seller, dealer, distributor, wholesalers, retailers, of goods,
activities of
commodities, objects etc.
the Company  Manufacturers of yarns and fabrics of wool, cotton, jute, silk, rayon nylon,
terylene garments fabrics handicrafts Financing all their respective
branches.
 Textile and consumer durable
 To construct purchase, sale, let out, develop promote or otherwise acquire,
purchase, on auction, or hire, buildings, houses, bungalows, factories,
trade premises, public buildings, hotels, lands, farms or any other kind of
assets, estates or property
1.
Information Memorandum
Anubhav Industrial Resources Limited
MANAGEMENT:
Anubhav Industrial Resources Limited is a professionally managed company. The overall
management of the Company is vested in the Board of Directors, comprised of qualified and
experienced persons. We currently have 5 (Five) Directors on our Board out of which 3 are
Independent – Non - Executive Director and the other 2 are Executive Directors.
BOARD OF DIRECTORS:
Sr.
No
1.
2.
3.
4.
5.
Name and Address of the
Directors
Lok Nath Aggarwal
Add: HOUSE NO. 3029,
SECTOR 20-D,
CHANNDIGARH, 160020,
Chandigarh, INDIA
SANTOSH GANGARAM
MOHITE
Add:
B/152, SHREE RAMWADI,
BHAWANI SHANKAR
ROAD,DADAR, MUMBAI,
400028, Maharashtra, INDIA
VIDYA MAHESH CHALKE
Add:
V-9/102, PRATAPGAD CHS.
SHIV VALLABHA ROAD,
ASHOKVAN, BORIVALI
(EAST),, MUMBAI, 400066,
Maharashtra, INDIA
RAMESH KUMAR KHETAN
Add:
B 102 JESAL COMPLEX,
CABIN ROAD BHAYANDAR
(EAST), THANE, 401105,
Maharashtra, INDIA
VIJAY PANDERE
Add:
BHOR BHAT PADA SRAHS
LTD, (B)506, TPS III ROAD.
BORIVALI (W), MUMBAI,
400092, Maharashtra, INDIA
Designation
Date of Appointment
Director
August 28, 2002
Director
October 15, 2013
Managing Director
November 25, 2009
Director
June 24, 2014
Director
June 24, 2014
Information Memorandum
Anubhav Industrial Resources Limited
BRIEF PROFILE OF DIRECTORS:
MRS. VIDYA M. CHALKE- MANAGING DIRECTOR
Mrs. Vidya M Chalke is a Commerce Graduate from Mumbai University. She is having rich
experience of 12 years in Finance Sectors. The varied exposure has made her wise and a result
oriented person who is fully involved with the Company affairs. The most significant value
prominent in her personality is trustworthiness with all the constituents of business. She plays a
key role in implementation of the business plans as well as conceptualization of all new projects
formulated by Board of Directors.
MR. SANTOSH GANGARAM MOHITE - NON EXECUTIVE INDEPENDENT DIRECTOR
Mr. Santosh Mohite is a B.COM Graduate, and is appointed as a director of the Company on
October 15, 2013. He is an expert in the field of Marketing and advertisement and publicity.
MR. LOK NATH AGGARWAL- EXECUTIVE DIRECTOR
Mr. Lok Nath Aggarwal is commerce graduate and involved in the financial sector for long time
with his expertise in the field, his expertise will contribute in the development of the business of
the company. He is actively associated with the administrative activity in the organization by
providing his expertise for flourishing the company’s future growth.
MR. RAMESH KUMAR KHETAN - NON EXECUTIVE INDEPENDENT DIRECTOR
Mr. Ramesh Kumar Khetan is looking the sector of Real Estate division of the Company for
manufacturing, processing, transportation and trading business and other commercial and
service business
MR. VIJAY PANDERE - NON EXECUTIVE DIRECTOR
Mr. Vijay Pandere, with his vast knowledge in the field of financing activities he is keenly
engaged in the growth and development of the Company. Mr. Vijay Pandere as an individual is
also involved fund based activities and is engaged in various conglomerate businesses
Mr. PRATEEK SAVLA– COMPANY SECRETARY & COMPLIANCE OFFICER
Mr. Prateek Savla, a qualified Company Secretary holding a valid membership as issued by the
ICSI and is appointed w.e.f. 1st October, 2014 as Company Secretary of the Company. She has
been looking after the Legal and Compliance related matters of the Company, through his
knowledge and expertise in the related areas and provide assistance to the Board of Directors
at regular intervals and enlighten them about the compliances and applicable laws.
Information Memorandum
Anubhav Industrial Resources Limited
Details of Group/Subsidiary Companies
We hereby confirm that there are no group/subsidiary companies as on the date of filing this
Information Memorandum of our Company (i.e. Anubhav Industrial Resources Limited). Thus,
below mention details are not applicable:
Group Companies
Promoter or Group Companies, if any
Holding Company, if any
Subsidiary, if any
Website for obtaining details regarding such companies
Stock Exchanges where the securities are listed
Market Price and Volume data
N.A
N.A
N.A
N.A
N.A
N.A
N.A
VARIOUS REGISTRATIONS / LICENSES / PERMISSIONS WITH THE GROUP:
(a) Anubhav Industrial Resources Limited
Particulars
Listing with DSE
Number
Date of effectiveness
1131
February 25, 1985
Status as on
date
Continuing
(b) DETAIL OF LEGAL MATTERS FILED BY/AGAINST THE COMPANY / PROMOTER / GROUP
CO.
We hereby confirm and state that there is No Legal Matter filed by or is pending against the
Company.
(c) STATEMENT SHOWING DETIALS OF THE DIVIDENT PAID BY THE COMPANY WITHIN
LAST 10 FINANCIAL YEARS

We hereby declare that the Company has not paid any dividend to shareholders during any
of the last 10 financial years. Thus, statement showing the details of the dividend paid by the
Company is not required to be given.
 We further confirm that the Company has not declared any cash bonuses to any
stakeholders of the Company during the last 10 (Ten) financial years.
(d) STATEMENT COFIRMING PARTICULARS OF ALL MATERIAL CONTRACTS
We hereby declare and confirm that the Company has not entered into any 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). Hence the disclosure for the same is not required.
(e) STATEMENT CONFIRMING PARTICULARS OF COMMISSION, BROKERAGE, DISCOUNTS
GRANTED
We hereby confirm that the Company has not given any commission, brokerage, discounts or
other special terms including an option for the issue of any kind of securities granted to any
person. Hence the disclosure for the same is not required.
Information Memorandum
Anubhav Industrial Resources Limited
STATUS ON CORPORATE GOVERNANCE
1. CORPORATE GOVERNANCE
In accordance with Clause 49 of the Listing Agreement as entered with the Stock Exchange and
some of the best practices followed internationally on Corporate Governance, the report
containing the details of corporate governance systems and processes at Anubhav Industrial
Resources Limited is as follows: At Anubhav Industrial Resources Limited (AIRL), Corporate
Governance is all about maintaining a valuable relationship and trust with all stakeholders. At
AIRL, we consider stakeholders as partners in our success, and we remain committed to
maximizing stakeholder value, be it shareholders, employees, suppliers, customers, investors,
communities or policy makers. This approach to value creation emanates from our belief that
sound governance system, based on relationship and trust, is integral to creating enduring value
for all. We have a defined policy framework for ethical conduct of businesses. We believe that
any business conduct can be ethical only when it rests on the nine core values of Honesty,
Integrity, Respect, Fairness, Purposefulness, Trust, Responsibility, Citizenship and Courage.
The corporate governance is an important tool for shareholder protection and maximization of
their long term values. The objective of Corporate Governance is to achieve excellence in
business thereby increasing stakeholders’ worth in the long term which can be achieved
keeping the interest of stakeholders’ and comply with all rules, regulations and laws. The
principal characteristics of Corporate Governance are Transparency, Independence,
Accountability, Responsibility, Fairness, and Social Responsibility alongwith efficient
performance and respecting interests of the stakeholders and the society as a whole.
2. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE
The Company's philosophy on corporate governance is been founded on the fundamental
ideologies of the group viz., Trust, Value and Service. Obeying the law, both in letter and in
spirit, is the foundation on which the Company's ethical standards are built. On adopting
corporate governance, the Company shall make a constant endeavour to achieve excellence in
Corporate Governance on continuing basis by following the principles of transparency,
accountability and integrity in functioning, so as to constantly striving to enhance value for all
stakeholders and the society in general. As a good corporate citizen, the Company will maintain
sound corporate practices based on conscience, openness, fairness, professionalism and
accountability in building confidence of its various stakeholders in it thereby paving the way for
its long term success. We are making continuous efforts to adopt the best practices in corporate
governance and we believe that the practices we are putting into place for the company shall go
beyond adherence to regulatory framework. The Company's corporate governance philosophy
has been further strengthened by adopting a Code of Fair Practice in accordance with the
guidelines issued by Reserve Bank of India from time to time.
3. APPLICABILITY
As per the provisions of the clause 49 of the listing agreement all the listed entities whose paid
up share capital is Rs. 3,00,00,000/- (Rupees Three Crores) or above has to comply with the
provision of clause 49 of the listing agreement. Since the paid share capital of the Company
was Rs. 98,00,000/- (Rupees ninety-eight Lakhs) only upto Mach 31, 2014, the clause 49 is not
applicable, however on July 18, 2014, the Board of Directors of the Company, vide a resolution
has allotted 40,99,000 Equity shares of Rs. 10/- each at par to the specified allottees on
Information Memorandum
Anubhav Industrial Resources Limited
preferential basis for which the Company has received the In-Principal and Listing approval from
the recognized Stock Exchange where the securities of the Company are presently listed.
Since the paid share capital of the Company has increased during the financial year 2014-15
the Company has readily adopted the corporate governance and have taken appropriate
measures to comply with the same.
4. BOARD OF DIRECTORS
The Board of Company consists of 5(five) Directors at present; out of which 3(three) Directors
are independent. According to clause-49, if the Chairman is an Executive Director, at least one
half of the Board of the Company should consist of independent director. As such the Company
has duly complied with the requirement of Clause 49 of the listing agreement as the Company
has 3(three) Independent Directors.
The names and categories of Directors, their attendance at the Board Meetings held during the
financial year 2013-14 and at the Annual General Meeting (AGM) held on 30th September,
2014 and also the number of Directorships and Committee positions held by them in other
Companies are given herein below :a) Composition
The Board comprises of 5(five) directors and has been maintaining an optimum combination of
Executive, Non-executive Directors and Independent Directors which is in conformity with the
requirement of Clause 49 of the Listing Agreement in this regard. The composition of the Board
as on March 31, 2014 is as follows:
Board Composition
Particulars
No. of Directors
Non-executive Directors (NED)
3
-(Independent Directors out of the above NED)
Executive Director
2
Total
5
All the directors have made the necessary disclosures regarding Committee positions. None of
the Directors is a Member of more than 10 Committees and Chairman of more than 5
Committees across companies in which he is a Director.
b)
The details of the Directors on the Board of the Company during the year ended March
31, 2014 are as under:
S.No Name of Director
Category
Attendance at Board
Attendance
No. of Other
(see Note 1) Meetings held during
at last AGM
Directorships held
FY 2013 - 2014
held on
(including private
30.09.2013
Companies)
Held
Attended
As on 31.03.2014
1.
VIDYA MAHESH
MD
Yes
2
CHALKE
2.
RAMESH KUMAR
NED (I)
Yes
2
KHETAN
Information Memorandum
Anubhav Industrial Resources Limited
3.
4.
VIJAY PANDERE
NED
No
1
SANTOSH
NED (I)
No
NIL
GANGARAM
MOHITE
5.
Lok Nath Aggarwal
ED (I)
No
2
* Note 1: NED: Non Executive Director; NED (I):Non Executive Director & Independent; ED (P) (C):
Executive Director Promoter & Chairman, WTD: Whole Time Director
c)
Relationship with Directors inter-se:
As on March 31, 2014 none of the Directors are related inter-se.
d)
Shareholding of Non Executive Directors
Non Executive director of the company hold any shares in the share capital of the Company.
e)
Board Meetings :
During the financial year 2013-2014, the Board met 6 (Six) times as follows:
Date of Board Meeting
30th May, 2013
14th August, 2013
4th September, 2013
14th November, 2013
1st February 2014
14th February, 2014
Total number of Directors
on the date of meeting
Number of Directors
who attended
5
5
5
5
5
4
3
5
5
5
5
5
Board Meetings are held in every quarter. In addition to this, Board Meetings are convened to
transact special businesses, as and when necessary.
Information Memorandum
Anubhav Industrial Resources Limited
III. Committee of Directors under Corporate Governance Code
a) Audit Committee of Directors (Audit Committee)
Composition:
The Audit Committee presently comprises of 2(Two) Independent Directors and 1(One)
Executive director. The Chairman is an Independent Director. The Committee generally
discharge such duties as may be require under Clause 49 of the Listing Agreement with Stock
Exchange and other functions as may be specifically delegated to the committee of the Board of
Directors. The Committee’s composition can be illustrated as follows:
NAME OF MEMBER
RAMESH KUMAR KHETAN
VIDYA CHALKE
SANTOSH GANGARAM MOHITE
STATUS
Chairman
Member
Member
The powers and terms of reference of the Audit Committee are as mentioned in Clause 49 II
(C), (D) & (E) of the Listing Agreement and section 177 of the Companies Act, 2013 which inter
alia, include overseeing financial reporting processes, reviewing with the management the
financial statements, accounting policies and practices, adequacy of internal audit functions and
discussion with internal auditors on any significant findings, financial and risk management
policies.
b) Investor Grievance Committee
The Company has a Shareholders Investors Grievance Committee, which is headed
independently by Mr. Loknath Agarwal, director of the Company. Mr. Loknath Agarwal attend
and address to grievance or complaints received from shareholders/ investors as and when it is
received.
The Investor Grievance Committee has been constituted to attend to requests of
dematerialization of shares, rematerialisation of shares, share transfer and to redress investor’s
grievance/complaints such as non-receipt of Balance Sheet, non-receipt of Dividend and
entertains such other related matters.. The composition of the Committee is as follows:
Name of Member
LOKNATH AGARWAL
RAMESH KUMAR KHETAN
SANTOSH GANGARAM MOHITE
Status
Chairman
Member
Member
Mr. Prateek Savla, Company Secretary of the Company assists and manages the Grievance
Committee along with the other members of the Committee. The Company Secretary helps the
members of the Committee to arrive at workable solution to the complaints or queries of the
shareholders/investors.
Information Memorandum
Anubhav Industrial Resources Limited
No Investor Compliant is pending against the Company as on March 31, 2014.
c) Remuneration Policy
The Board of Directors has not appointed a separate remuneration committee, it being a nonmandatory requirement. The Board of Directors does not pay remuneration to any of its
directors
Ms. Vidya M Chalke (Executive Director):
Salary and other benefits
Contribution to Provident & Other Funds
: NIL: NIL
IV. Code of Conduct
The Company has laid down a Code of Conduct for all the Board Members and Senior
Management Personnel. All Board Members and Senior Management Personnel have
confirmed compliance with the said code of conduct for the financial year ended March 31,
2014. The declaration to this effect signed by the Executive Director forms part of the Annual
Report for the FY 2013-14.
V. CEO/CFO Certification
As required by Clause 49 (V) of the Listing Agreement, Executive Director’s certification of the
Financial Statements, the Cash Flow Statement and the Internal Control Systems for financial
reporting has been annexed to the Annual Report filed for the FY 2013-2014
a) Secretarial Audit
A qualified practicing Company Secretary carried out the Secretarial Audit on quarterly basis to
reconcile the share capital with National Securities Depository Services Ltd. (“NSDL”) and
Central Depository Services Ltd. (“CDSL”) and the total issued and listed capital. The audit
confirms that the total issued /paid-up capital is in agreement with total number of shares in
physical forms and total number of demat shares held with NSDL and CDSL
b) Brief resume of Director being appointed / re-appointed
A brief resume, nature of expertise in specific functional areas, names of companies in which
the person already holds directorship and membership of committees of the Board and his
shareholdings in the Company forms part of the Notice of the Annual General Meeting, has
been annexed to the Annual Report filed for the FY 2013-2014.
c) Compliance with mandatory and non-mandatory requirements
The Company has complied with all the mandatory requirements along with some nonmandatory requirements also.
1. Compliance Certificate of the Auditors
Certificate from the Auditors of the Company, M/s. Shyam C Agarwal & Co.., and Statutory
Auditor confirming compliance with the conditions of Corporate Governance as stipulated under
Clause 49 has been obtained by the Company which forms part of the Annual Report.
This Certificate has also been forwarded to the Stock Exchanges where the securities of the
Company are listed.
Information Memorandum
Anubhav Industrial Resources Limited
2. Means of communication
The information about the financial performance of the Company is disseminated on a regular
basis
through
newspapers
and
website
of
the
Company;
www.anubhavindustrialresourceslimited.com besides communicating the same to the Stock
Exchanges.
Further, financial results, corporate notices etc. of the Company are published in the
newspapers like, Financial Express and Jansatta (Hindi).
Designated exclusive e-mail ID: The Company has designated the following e-mail ID
exclusively
for
investor
servicing:
[email protected]
&
[email protected] .
VI.
Details of General Body Meetings
1. The location and time for last three Annual General Meetings is as follows:
Year
Location
Date
Time
Whether any special
resolution passed
therein
2013
Registered Office
30/08/2013
15.00 P.M
No
2012
Registered Office
01/08/2012
15.00 P.M
No
2011
Registered Office
09/08/2011
15.00 P.M
No
2. No special resolution was passed through postal ballot at the last AGM.
3. No special resolution is proposed to be passed through postal ballot at the ensuing AGM.
VII.
Disclosures:
1. There was no related party transaction as required to be disclosed in compliance with the
Accounting Standard 18 “Related Party Disclosures” issued by the Institute of Chartered
Accountants of India (ICAI)
2. No Strictures/Penalties have been imposed on the Company by the Stock Exchange or the
Securities and Exchange Board of India (SEBI) or any statutory authority on any matters related
to capital markets during the last three years.
3. In the preparation of the financial statements, the Company has followed the Accounting
Standards issued by ICAI. The significant accounting policies, which are consistently applied,
have been set out in the Notes to Accounts.
i)
VIII.
General Member Information
Financial Calendar 2013-2014
Results for the quarter ended June, 2014.
Results for the quarter ended September, 2014.
Results for the quarter ended December, 2014.
Results for the year ended 31st March, 2015
ii)
Announced on 14th August, 2014.
Announced on 14th November, 2014.
Announced on 14th February, 2015.
Will be announced on/before 30th May,
2015.
Dividend Payment date
: N.A
iii)
Other shareholder information:
Listing on Stock exchange
The Equity shares of the Company are listed on
the Delhi Stock Exchange Limited. The listing fee
has been paid to the Stock Exchange.
Information Memorandum
Stock code
Market Price Data
Performance in comparison to broadbased indices such as MCX Sensex:
Registrar & Share Transfer Agents
Share Transfer System
Anubhav Industrial Resources Limited
1131
No Market Price Data for the year under review is
available as the shares were in physical form,
during this year.
Since the Company’s shares are listed only on
the Delhi Stock Exchange Limited and not with
any other Stock Exchange and accordingly such
comparison is not possible for the Company’s
Share Prices.
M/s Purva Share Registry (India) Private Limited,
Unit No. 9, Shiv Shakti Industrial Estate, J .R.
Boricha Marg
Opp. Kasturba Hospital Lane
Lower Parel (E)
Mumbai 400 011
Email: [email protected]
The Share Transfers (pertaining to shares in
Physical Mode) are registered and returned
within the stipulated time, if documents are
complete in all respects. In respect of the shares
held in dematerialized mode, the transfer takes
place instantaneously between the transferor,
transferee and the Depository Participant through
electronic debit/credit of the accounts involved.
iv) Dematerialization of shares and Liquidity
As on date, 50,79,000 shares aggregating to 80.70% of the paid up share capital are held in
dematerialized mode.
vi) Outstanding GDRs/ADRs/Warrants
No GDR / ADR / Warrant or any convertible instrument has been issued by the
Company.
vii) Address for correspondence
The members may address their communication/ grievances/ queries to the Company/
Registrar and Share Transfer Agent at the following address:
OFFICE NO.4, PRATHMESH LEELA, NEW LINK ROAD,
OPP. DON BOSCO SCHOOL, NEAR SAILEE HOSPITAL,
BORIVALI (WEST), MUMBAI-400092.
(Members are requested to quote their folio number/DP ID & Client ID in all their
correspondence with the Company/ RTA).
Information Memorandum
Anubhav Industrial Resources Limited
IX - MANAGEMENT DISCUSSIONS AND ANALYSIS
MANAGEMENT DISCUSSION AND ANALYSIS
1. Financial Performance of the Company
Particulars
Gross Revenue
Expenditure
Profit/(loss) Before
Tax
Provision For
Taxation:
- Current Income
Tax
- Fringe Benefit
Tax
- Deferred Income
Tax
- STT Charges
- Mat Credit
Profit/(loss) After
Tax
Proposed Dividend
Year ended
31.03.2014
2,81,950.00
20,356.00
2,61,594.00
(Amt in Rupees)
Year
Year
Year
ended
ended
ended
31.03.2012 31.03.2011 31.03.2010
1,66,376.00
32811
23594
899
22,161.00
25271
64981
37882
1,44,215.00
7540
(41387)
(36983)
Year ended
31.03.2013
-
-
-
863,26.00
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,75,268.00
1,44,215.00
7540
(41387)
(36983)
-
-
-
-
--
The details of financial performance of the Company are appearing in the Balance Sheet and
Profit & Loss A/c for the year.
2. Human Resources
The Company respects and values the diverse qualities and background that its people bring to
it and are committed to utilize the richness of knowledge, ideas, experience that this diversity
provides. The Company has built a resource base and cross- functional managers to take care
of multi dimensional businesses.
3. Disclosures
During the year the Company has not entered into any transaction of material nature with its
promoters, the Directors or the management, their subsidiaries or relatives etc that may have
potential conflict with the interest of the Company at large.
All details of transactions covered under related party transactions are given in the Notes to
Accounts (Note 9 of Schedule 14).
4. Cautionary Statement:
Statements in this Management Discussion and Analysis describing the company’s objectives,
projections, estimates and expectations may be “forward-looking statements” within the
meaning of applicable laws and regulations. Actual results may differ materially from those
either expressed or implied. Important factors that could make difference to the Company’s
operations include change in government regulations, tax regimes, economic developments
within and without India.
Information Memorandum
Anubhav Industrial Resources Limited
SECTION X: OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
I.
CASES FILED BY OUR COMPANY
Civil Cases
There are no civil proceedings filed by our Company.
Criminal Cases
There are no criminal proceedings filed by our Company.
II. CASES FILED AGAINST OUR COMPANY
Civil proceedings
There are no civil proceedings filed against our Company.
Criminal Proceedings
There are no criminal proceedings filed against our Company.
III. INDIRECT TAX PROCEEDINGS INVOLVING OUR COMPANY
NIL
IV. LITIGATIONS INVOLVING OUR PROMOTER
(i) Proceedings of Civil nature
(a) By the promoters
NIL
(b) Against the promoters
NIL
(ii) Proceedings of a Criminal nature
(a) By the promoters
NIL
(b) Against the promoters
NIL
Information Memorandum
V. LITIGATIONS INVOLVING DIRECTORS OF OUR COMPANY
(i) Proceedings of Civil nature
(a) By the Directors of our Company
NIL
(b) Against the Directors of our Company
NIL
(ii) Proceedings of a Criminal nature(a) By the Directors of our Company
NIL
(b) Against the Directors of our Company
NIL
VI. LITIGATIONS INVOLVING OUR GROUP COMPANIES
(i) Proceedings of Civil nature
(a) By our Group Companies
NIL
(b) Against our Group Companies
NIL
(ii) Proceedings of a Criminal nature(a) By our Group Companies
NIL
(b) Against our Group Companies
NIL
Anubhav Industrial Resources Limited
Information Memorandum
Anubhav Industrial Resources Limited
SECTION XI - MATERIAL DOCUMENTS FOR INSPECTION
1. Memorandum and Articles of Association of the Company as amended from time to time.
2. Certificate of Incorporation of the Company.
3. Copies of Annual Report of Anubhav Industrial Resources Limited for the year ended 31st
March, 2014.
SECTIONS-XII - PURPOSE OF LISTING
The Company is already listed on Delhi Stock Exchange and regularly complying with the all
the Listing compliances.
As we know that the MCX Stock Exchange is the number 1 exchange in the world in terms of
the number of listed companies (over 4900). It is the world's 5th most active in terms of number
of transactions handled through its electronic trading system.
Followings are the benefits of listing which has motivated the Management to get the securities
of the Company listed on MCX:.
a. Fund Raising and exit route to investors:
Listing provides an opportunity to the Corporate / entrepreneurs to raise capital to fund new
projects/undertake expansions/diversifications and for acquisitions. Listing also provides an exit
route to private equity investors as well as liquidity to the ESOP-holding employees.
b. Ready Marketability of Security:
Listing brings in liquidity and ready marketability of securities on a continuous basis adding
prestige and importance to listed companies.
c. Ability to raise further capital:
An initial listing increases a company's ability to raise further capital through various routes like
preferential issue, rights issue, Qualified Institutional Placements and ADRs/GDRs/FCCBs, and
in the process attract a wide and varied body of institutional and professional investors.
d. Supervision and Control of Trading in Securities:
The transactions in listed securities are required to be carried uniformly as per the rules and
byelaws of the exchange. All transactions in securities are monitored by the regulatory
mechanisms of the stock exchange, preventing unfair trade practices. It improves the
confidence of small investors and protects them.
e. Fair Price for the Securities:
The prices are publicly arrived at on the basis of demand and supply; the stock exchange
quotations are generally reflective of the real value of the security. Thus listing helps generate
an independent valuation of the company by the market.
Information Memorandum
f.
Anubhav Industrial Resources Limited
Timely Disclosure of Corporate Information:
The listing agreement signed with the exchange provides for timely disclosure of information
relating to dividend, bonus and right issues, book closure, facilities for transfer, company related
information etc by the company. Thus providing more transparency and building investor
confidence.
g. Collateral Value of Securities:
Listed securities are acceptable to lenders as collateral for credit facilities. A listed company can
also borrow from financial institutions easily as it is rated favorably by lenders of capital; the
company can also raise additional funds from the public through the new issue market with a
greater degree of assurance.
h. Better Corporate Practice:
Since the violation of the listing agreement entails the de-listing/suspension of securities from
the rings of the exchange, the listed companies are expected to follow fair practices to the
advantage of investors and public.
i.
Benefits to the Public:
The data daily culled out by the stock exchange in the form of price quotations and others;
provide valuable information to the public which can be used for project and research studies.
The stock exchange prices can be an index of the state of the economy. Financial institutions,
NRIs, individual investor’s etc. can take wise decisions before making investments.
j.
Subdivision and Consolidation of Holdings:
Stock exchange bye-laws provide for explicit rules for sub division and consolidation of
securities as desired by the investors. There is special trading sessions in the exchange for
conversion of odd lots into market lots arranged by financial and institutional investors.
Listing raises a company's public profile with customers, suppliers, investors, financial
institutions and the media. A listed company is typically covered in analyst reports and may also
be included in one or more of indices of the stock exchanges.
An initial listing increases a company's ability to raise further capital through various routes like
preferential issue, rights issue, Qualified Institutional Placements and ADRs/GDRs/FCCBs, and
in the process attract a wide and varied body of institutional and professional investors.
Listing leads to better and timely disclosures and thus also protects the interest of the investors.
Listing on MCX provides a continuing liquidity to the shareholders of the listed entity. This in turn
helps broaden the shareholder base.
Companies listed on MCX generally find that the market perception of their financial and
business strength is enhanced.
Information Memorandum
Anubhav Industrial Resources Limited
XV- DECLARATION
No statement made in this Information Memorandum contravenes any of the provisions of the
Companies Act, 1956 and the rules made there under. All the legal requirements connected
with the said issue as also the guidelines, instructions etc. issued by SEBI, Government and any
other competent authority in this behalf have been duly complied with.
All the information contained in this document is true and correct.
Signed on behalf of the Board of Directors
For Anubhav Industrial Resources Limited
Vidya M Chalke
Managing Director
DIN:02903650
Add: V-9/102, PRATAPGAD CHS.
SHIV VALLABHA ROAD,
ASHOKVAN, BORIVALI (EAST),
MUMBAI, 400066, Maharashtra, INDIA.
Place: Mumbai
Date: 26.11.2014