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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