MAYURBHANJ TRADES & AGENCIES LIMITED

INFORMATION MEMORANDUMFor Direct Listing on MSEI

MAYURBHANJ TRADES & AGENCIES LIMITED

Registered Office: 7, Waterloo Street, 2nd Floor Kolkata - 700069

Phone: +91-33-2248 0602 E-mail: [email protected]

Company Secretary & Compliance Officer: Ms. Puja Biyani

E-mail: [email protected] Website: Www.mayurbhanjindia.in

mailto:[email protected]


http://Www.mayurbhanjindia.in

Mayurbhanj Trades & Agencies Limited

INFORMATION MEMORANDUM

FOR LISTING OF

2,00,000 EQUITY SHARES OF RS. 10/- EACHFULLY PAID-UP

OF

MAYURBHANJ TRADES & AGENCIES LIMITED

CIN: L24117WB1979PLC032322

2


General Risk

"Investments in equity and equity-related securities involve a degree of risk and investors should not invest any fund in the equity shares of Mayurbhanj Trades & Agencies 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 Mayurbhanj Trades & Agencies Limited. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved. The securities have not been recommended or approved by Securities and Exchange Board of India nor does Securities and Exchange Board of India guarantee the accuracy of this document" Specific attention of the investors is invited to the Risk Factors and Notes on Pages 8 to 12.

Absolute Responsibility of Mayurbhanj Trades & Agencies Limited

Mayurbhanj Trades & Agencies Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Company, 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, misleading in any material respect.

Listing

The equity shares of Mayurbhanj Trades & Agenices Limited are proposed to be listed on the Metropolitan Stock Exchange of India Limited (Formerly known as MCX Stock Exchange Limited). The Company has submitted this Information Memorandum with Metropolitan Stock Exchange of India Limited and the same has been made available on the company's website. The Information Memorandum would also be available in the website of Metropolitan Stock Exchange of India Limited.

3


TABLE OF CONTENTS

TITLE Page No.

I. Definitions and Abbreviations

1. General - Definitions and Abbreviations 5

2. Certain Conventions 7

3. Forward Looking Statements 8

II. Risk Factors 9

III.Introduction

1. Summary of Industry & Business 14

2. General Information 16

3. Financial Information 18

4. Statement of Dividend 22

5. Capital Structure 23

IV. About the Company

1. Industry Overview 35

2. Business Overview 36

3. History and Corporate Structure 38

4. Our Management 39

5. Promoters & Group Companies 44

V. Key Industry Regulations and Policies in India 47

VI. Financial Information

1. Financial Indebtedness 51

2. Stock Market Data of our Equity Shares 52

VII. Outstanding Litigation 53

VIII. Main Provisions of the Articles of Association 54

IX. Declaration 56

4


GENERAL

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates, the following terms have the meanings as given below. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments, modifications and re-enactment notified thereto, from time to time.

In this Information Memorandum, unless the context otherwise indicates, all references to "we", "us", "our"', "SL", "the Company", "our Company" are to The Mayurbhanj Trades & Agencies Limited, a company incorporated in India under the Companies Act, 1956 ("the Companies Act") and having Registered Office at 7, Waterloo Street, 2nd Floor, Kolkata - 700069, West Bengal, India.

Glossary of Terms/ AbbreviationsTerm DescriptionAct or Companies Act The Companies Act, 2013, and any re-enactment, amendment and

modification thereof from time to timeAGM Annual General MeetingArticles of Association or Articles or AoA

The Articles of Association of our Company, as amended from time to time

Auditors The statutory auditors of Mayurbhanj Trades & Agencies Limited, Dangi Jain & Company, Chartered Accountants

Board or Board of Directors The Board of Directors of our CompanyMSEI Metropolitan Stock Exchange of India LimitedCAGR Compounded Annual Growth RateCDSL Central Depository Services (India) LimitedCorporate Office 7, Waterloo Street, 2nd Floor, Kolkata - 700069, West Bengal, India

Depositories Act The Depositories Act, 1996, as amended from time to time

Director(s) The Directors of our Company

EGM Extraordinary General Meeting

EPS Earnings Per Share

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

FEMA Foreign Exchange Management Act, 1999, as amended from time to time, and the regulations / notification issued there under

Financial Year/fiscal year/ FY/ fiscal

Period of twelve months ended March 31 of that particular year, unless otherwise stated.

Memorandum of Association or Memorandum or MoA

The Memorandum of Association of our Company, as amended from time to time

P/E Ratio Price / Earning Ratio

PAN Permanent Account Number

PAT Profit After Tax

PBT Profit Before Tax

Promoter Group The persons and entities constituting our promoter group pursuant to Regulation 2(1)(zb) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009

Promoters Mr. Satya Narayan Ashopa

RBI The Reserve Bank of India

Registered Office 7, Waterloo Street, 2nd Floor, Kolkata - 700069, West Bengal, India

ROC The Registrar of Companies, West BengalRoNW Return on Net-worth

5


Term Abbreviation

AS Accounting Standards as issued by the Institute of Chartered Accountants of India

CIN Corporate Identity Number

DIN Director Identification Number

FI Financial Institution

GDP Gross Domestic Product

GoI The Government of India

IT Act The Income Tax Act, 1961, as amended from time to time

LC Letter of Credit

N.A. or NA Not Applicable

NSDL National Securities Depository Limited

p.a. or pa Per Annum

p.m. or pm Per Month

R&D Research and Development

Re./Rs./' Indian National Rupee

SEBI Securities and Exchange Board of India

SEBI ACT Securities and Exchange Board of India Act, 1992, as amended from time to time

The words and expressions used but not defined herein shall have the same meaning as is assigned to such terms under the Companies Act, 2013 rules made thereunder, including any amendment or re-enactment thereof, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and the rules and regulations made thereunder.

Notwithstanding the foregoing, terms in "Main Provisions of Articles of Association of the Company", shall have the meanings given to such terms in that section.

6


CERTAIN CONVENTIONS

USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATION

Certain Conventions

In this Information Memorandum, unless the context otherwise requires or stated otherwise, the financial data is derived from our financial statements prepared in accordance with the applicable regulations.

Financial Data

Unless indicated otherwise, the financial data in this Information Memorandum is derived from our audited financial statements for fiscal years 2015, 2014, 2013, 2012 and 2011, prepared in accordance with the Generally Accepted Accounting Principles in India ("Indian GAAP") and the Companies Act.

Our fiscal year commences on April 1 of the immediately preceding year and ends on March 31 of that year, so all references to a particular fiscal year are to the 12 month period ended March 31 of that year. In this Information Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. All decimals have been rounded off to two decimal points.

Currency and Units of Presentation

All references to "Rupees" or "Rs." are to Indian Rupees, the official currency of the Republic of India. Except where specified in this Information Memorandum, all figures have been expressed in "lacs" which means "100 thousand" and a "crore" means "100 lacs". All references to "US$", "U.S. Dollar", "USD" or "US Dollars" are to United States Dollars, the official currency of the United States of America. All references to "€" are to Euros, the single currency of the participating member states in the third stage of the European and Economic Monetary Union of the treaty establishing the European Community.

Industry and Market Data

Industry and Market data used throughout this Information Memorandum has been obtained from publicly available documents from various sources believed to be reliable but neither it has been independently verified by us nor its accuracy and completeness is guaranteed, and its reliability cannot be assured. Although we believe the industry and market data used in this Information Memorandum is reliable, it has not been independently verified by us. The data used in this Information Memorandum taken from various sources may have been reclassified by us for purposes of presentation. Data from various sources may also not be comparable. The extent to which the industry and market data is presented in this Information Memorandum is meaningful depends upon the reader's familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which we conduct.

7


FORWARD LOOKING STATEMENTS

Statements included in this Information Memorandum which contain 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".

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 globally.

■ Our ability to successfully implement our strategy, our growth and expansion, technologicalchanges, our exposure to market risks that have an impact on our business activities orinvestments.

■ The changes in monetary and fiscal policies of India, inflation, deflation, unanticipatedturbulence in interest rates, foreign exchange rates, equity prices or other rates or prices.

■ The performance of the financial markets in India and globally, changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry.

■ Changes in the value of the Rupee and other currencies.

■ The occurrence of natural disasters or calamities.

■ Change in political and social conditions in India.

■ The Loss or shutdown of operations of our Company at any time due to strike or labour unrest.

■ The loss of our key employees and staff.

■ Severe adverse weather conditions

■ Our ability to meet capital expenditure requirements.

8


RISK FACTORSUnless otherwise stated in the relevant risk factors set forth below, we are not in a position tospecify or quantify the financial or other implications of any of the risks mentioned herein.

A. Internal Risk Factors

1. Adverse weather conditions, including as a result of future climate change, may adversely affect our business operations, as well as our operating results.

Adverse weather conditions have historically caused disruption in agricultural operations and consequently in operating results by causing crop failures or significantly reduced harvests, thereby adversely impacting the agricultural produce.

Severe adverse weather conditions, such as flood, draught, severe storms, may also result in extensive property damage, extended business interruption, personal injuries and other loss and damage to our business operations.

Additionally, the potential physical impacts of climate change are uncertain and may vary by region. These potential effects could include changes in rainfall patterns, water shortages, changing sea levels, changing storm patterns and intensities, and changing temperature levels that could adversely impact our costs and business operations and the supply and demand for agricultural commodities. These extreme weather conditions can adversely effect our business operations.

2. Our business is subject to risks related to weather, disease and pests that could adversely affect the results of our operations and our financial condition.

Agri-trading industry is subject to substantially all of the risks faced by the agriculture in India. The agri-trading industry is substantially subject to weather factors, which make its operational results relatively unpredictable. But weather conditions results in the loss of production of agriculture products and can adversely effect our business operations.

3. We are subject to fluctuations in agricultural commodity and other raw material prices caused by other factors outside of our control that could adversely affect our operating results.

Prices for agricultural commodities and their by-products are often volatile and sensitive to local and international changes in supply and demand caused by factors outside of our control, government agriculture programs and policies, global inventory levels, weather and crop conditions and demand for and supply of, competing commodities and substitutes. These factors may cause volatility in our operating results.

4. We rely on various third party suppliers for our requirements, and we are subject to risks from delays or failures attributable to such suppliers. Our operation and profitability is highly dependent on suitable supplies. A decline in the availability or suitability of agro products could lead to reductions in operational efficiency and profitability.

We cannot assure you that we will always have sufficient supplies of agro products to operate, or that in the case of supply delays or failures attributable to our suppliers, we will be adequately compensated. We purchase agro products from various small and unorganized suppliers. If a supplier fails or is unable to deliver the product to us as scheduled or if the supply is delayed or otherwise disrupted, we may not be able to make alternative arrangements, either in a timely manner or at all, and such alternative arrangements may be more costly to us. Various factors, including climate change, crop productivity and labour shortages may contribute to the availability and quality of agro products. If we cannot secure adequate supplies of products, our profitability will be affected adversely.

9


5. Government policies and regulations, particularly those affecting the agricultural sector and related industries, could adversely affect our operations and profitability.

Agricultural commodity production and trade flows are significantly affected by government policies and regulations. Governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, import and export restrictions on agricultural commodities and commodity products and energy policies (including biofuels mandates), can influence industry profitability, the planting of certain crops versus other uses of agricultural resources, the location and size of crop production and the volume and types of imports and exports. In addition, international trade disputes can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions.

Future governmental policies, regulations or actions affecting our industries may adversely affect the supply of, demand for and prices of our products, restrict our ability to do business and cause our financial results to suffer.

6. We are subject to food and feed industry risks.

We are subject to food and feed industry risks which include, but are not limited to, spoilage, contamination, tampering or other adulteration of products, government regulation, including regulations regarding food and feed safety, shifting customer and consumer preferences and concerns. These matters could adversely affect our business and operating results.

7. Our earnings may be subject to seasonal variability.

Our earnings may be affected by seasonal factors, including:• the seasonality of our supplies and consumer demand;• the ability to procure products during critical harvest periods; and• the timing and effects of ripening and perishability.

8. Increase in commodity or raw product costs, such as fuel, could adversely affect our operating results.

Many factors may affect the cost and supply of fresh produce, including external conditions, commodity market fluctuations, changes in governmental laws and regulations, agricultural programs, severe and prolonged weather conditions and natural disasters.

The price of various commodities can significantly affect our costs. The fuel costs have increased substantially in recent years, and there can be no assurance that there will not be any further increases in fuel cost in the future. Any further increase in the prices of fuel will significantly impact our operating cost and transportation cost.

9. The lack of sufficient water would severely impact our ability to procure crops.

Our business operations are majorly dependent upon the sufficient water supply. As a player in agricultural industry, our operations are majorly impacted by the quantum of rainfall. Our business operations are adversely affected by uneven monsoon, which effects agriculture produce.

India, predominantly an agriculture-based economy, is largely dependent on the monsoon. The agriculture sector is the backbone of the Indian economy and thus, monsoon is considered as the backbone of agriculture. The four-month South-West monsoon season, accounts for nearly 75 per cent of the country's total rainfall and plays a crucial rule as about 55-60 per cent of the area sown is still rain-fed. India gets nearly 53 per cent of its agricultural produce from the kharif season (June-September) compared to the rabi season (November-February), where the production is around 47 per cent. The impact of the monsoon is also crucial for rabi crops as it has an impact on the ground water and also reservoirs which are critical for rabi crops irrigation.

Any variation in the rainfall and the changes in pattern of monsoon effects the availability of the water and thereby causes a negative impact on the agricultural trading operation.

10


10. We are subject to transportation risks.

An extended interruption in our ability to ship our products could have a material adverse effect on our business, financial condition and results of operations. Similarly, any extended disruption in the distribution of our products could have a material adverse effect on our business, financial condition and results of operations. While we believe that we would attempt to transport our products by alternative means if we were to experience an interruption due to strike, natural disasters or otherwise, we cannot be sure that we would be able to do so or be successful in doing so in a timely and cost-effective manner.

11. If we are not able to obtain, renew or maintain the statutory and regulatory permits and approvals required to operate our business, it may have a material adverse effect on our business.

We are required to obtain and maintain certain approvals, licenses, registrations and permits in connection with our business and operations. There can be no assurance that we will be able to obtain and maintain such approvals, licenses, registrations and permits in the future. An inability to obtain or maintain such registrations and licenses in a timely manner, or at all, and comply with the prescribed conditions in connection therewith may adversely affect our ability to carry on our business and operations, and consequently our results of operations and financial condition.

12. Our Company is dependent on its management and any inability on their part to contribute to the business may affect its performance.

The success of our Company is dependent on the experience of its management. All the expansion strategies and their implementation have been envisaged by; and will be executed by the management with the assistance of our Key Managerial Personnel. Any failure of the management to successfully implement and contribute to the Company's business would result in our Company not meeting its expansion plans and strategies. Further, if the management is not able to manage the operations of our Company in an efficient and effective manner, it will affect the profitability of our Company.

13. We have significant working capital requirements.

Our business involves significant working capital. We meet our working capital requirements through internal accruals and debt. Any shortfall in our internal accruals and our inability to raise debt would result in us being unable to meet our working capital requirements, which in turn will negatively affect our financial condition and results of operations.

14. Our ability to pay dividends will depend upon future earnings, financial condition, cash flows, working capital requirements, capital expenditure, lender's approvals and other factors.

The amount of our future dividend payments, if any, will depend upon our future earnings, financial condition, cash flows, working capital requirements, capital expenditures, lender's approvals and other factors. There can be no assurance that we shall have distributable funds or that we will declare dividends.

15. Industrial disputes and labour problems may lead to disruptions in operations.

The operations of the Company could be adversely affected by strikes, work stoppages or other industrial relation problems.

11


B. External Risk Factors

1. Our business is significantly dependent on various Government entities and could be materially and adversely affected if there are adverse changes in the policies of such Government entities

The Government and State Governments in India are making substantial investments in infrastructure development and construction. Consequently, our business is significantly dependent on projects undertaken by Government entities. Any adverse change in the focus or policy framework regarding infrastructure development by the Government of India or any other State authority, could adversely affect our operational and financial performance.

2. Failure to comply with environmental laws, rules and regulations may adversely affect our business operations.

A failure on our part to adequately comply with applicable environmental laws, rules and regulations, could hamper or adversely impact the operations of our Company, and consequently, could adversely affect the Company and its cash flows and profitability.

3. Changes in Government Policies and political situation in India could adversely affect our business operations.

Since 1991, successive Indian governments have pursued policies of economic liberalization, including significantly relaxing restrictions on the private sector. Nevertheless, the role of the Indian central and state governments in the Indian economy as producers, consumers and regulators has remained significant.

Although the Central government has announced policies and taken initiatives that support the economic liberalization policies that have been pursued by previous governments, the rate of economic liberalization could change, and specific laws and policies affecting foreign investment and other matters affecting investment in our securities could change as well.

4. Terrorist attacks and other acts of violence or war involving India, and other countries could adversely affect the financial markets, result in a loss of business confidence and adversely affect the business, results of operations and financial condition.

Terrorist attacks and other acts of violence or war may negatively affect the Indian stock markets and also adversely affect the global financial markets. These acts may also result in a loss of business confidence and have other consequences that could adversely affect the business, results of operations and financial condition.

5. Sensitivity to the economy and extraneous factors.

The Company's performance is highly correlated to the performance of the economy and the financial markets. The health of the economy and the financial markets in turn depends on the domestic economic growth, state of the global economy and business and consumer confidence, among other factors. Any event disturbing the dynamic balance of these diverse factors would directly or indirectly affect the performance of the Company.

6. Conditions in the Indian securities market may affect the price or liquidity of the Equity Shares.

Indian stock exchanges have in the past experienced substantial fluctuations in the prices of listed securities. These exchanges have also experienced problems that have affected the market price and liquidity of the securities of Indian companies, such as temporary exchange closures, broker defaults, settlement delays and strikes by brokers. In addition, the governing bodies of the Indian stock exchanges have from time to time restricted securities from trading, limited price movements and restricted margin requirements. Further, disputes have occurred on occasion between listed companies and the Indian stock exchanges and other regulatory bodies that, in some cases, have had a negative effect on market sentiment. If

12


similar problems occur in the future, the market price and liquidity of our Equity Shares could be adversely affected.

7. Changes in taxation policies could adversely affect our business operations & results of operations.

Statutory taxes and other levies may affect our margin in the event of our inability to factor such expense in our trading margin. Any increase in taxes and/ or levies, or the imposition of new taxes and/ or levies in the future, may have a material adverse impact on our business, results of operations and financial condition.

8. Any downgrading of India's debt rating by an international rating agency could have a negative impact on our business and could materially affect our future financial performance and the trading price of our equity shares.

Any adverse revisions to India's credit ratings for domestic and international debt by international rating agencies may adversely impact our ability to raise additional financing, and the interest rates and other commercial terms at which such additional financing may be available. This could have an adverse effect on our business and future financial performance, our ability to obtain financing for capital expenditures and the trading price of our Equity Shares.

9. Political, economic and social developments in India could adversely affect company's business.

Any change in regulations, domestic or international, having an impact on the infrastructure development in general, will affect the industry as a whole.

13


INTRODUCTION

SUMMARY OF INDUSTRY & BUSINESS

The following summary should be read with the Risk Factors included from page numbers 9 to 12 of this Information Memorandum and the more detailed information about the Company and the financial statements included in the Information Memorandum.

Industry

India is a commodity based economy where two-third of the total population depend on agricultural commodities, startlingly has an under developed commodity market and futures market trades are merely used as risk management mechanism. Agricultural commodity futures are market-based instruments for managing risks and they help in orderly establishment of efficient agricultural markets. Instability of commodity prices has always been a major concern of the producers as well as the consumers in an agriculture dominated country like India.

Indian commodity future market was relatively popular till early 70s but its growth was fraught due to diverse restrictions and regulations introduced by Government of India. In 2003 these restrictions have been relaxed leading to the spontaneous growth of commodity market in the country. Commodity trading or futures trading is organized in such commodities as are permissible by the Government. The association, company or any other body corporate which organize the future trading in commodities through futures contract is known as commodity exchange. Commodity markets play vital role in the economies like India where agricultural production constitutes a major part of GDP.

India being agricultural dominated economy is one of the top producers of agricultural products, where farmers have to face yield risk along with price risk. Commodity market performs two significant economic functions of price discovery and price risk management. A futures trading in commodities is beneficial for all sectors of the economy including farmers and consumers. It provides advance price signals to sellers (farmers/producers) and assists buyers (consumers) of agricultural commodities for financing commodities from one season to another.

The commodity markets in India has achieved substantial development in term of transparency, technology and trading activities. The production, supply and distribution of many agricultural commodities are still governed by the state. Free trade in many agricultural commodities items is restricted under the Essential Commodities Act (ECA), 1955 and Agriculture Produce Marketing Committees (APMC) Acts of various State Governments. The forward and futures contracts were, till April 2003, limited to only a few commodity items under the Forward Contracts (Regulation) Act (FCRA), 1952.

Agriculture provides the principal means of livelihood for over 70% of India's population. It contributes approximately one-fifth of total gross domestic product (GDP). Agriculture accounts for about 10 per cent of the total export earnings and provides raw material to a large number of industries. Being the third largest land mass in world it is number top producer of many agriculture commodities. And yet Indian agriculture has one of the lowest yields in most commodities, nearly 55.7% of area sown is dependent on rainfall. Clearly while there are challenges there are huge potentials as well.

Potato is the world's fourth important food crop after wheat, rice and maize owing to its great yield potential and high nutritive value and accounts for nearly half of the world's annual output of all root and tuber crops. India is ranked third in potato production after China and the Russian Federation. Potato is cultivated in India under highly diversified agro climatic conditions ranging from sea level to snowline. Potato is mainly a Rabi crop and is grown in UP, Punjab, Haryana, West Bengal, Madhya Pradesh, Bihar, Andhra Pradesh, Tamil Nadu, and Gujarat.

14


OUR BUSINESS

Mayurbhanj Trades & Agencies Limited is a Kolkata based Company mainly engaged in the trading of potato.

We are mainly into the business of procuring and marketing of high quality agricultural products, and mainly deals in potato. We have attained over 10 years of experience in this business and are proceeding further.

We have an extensive marketing network with loyal and committed distributors and dealers in West Bengal other neighbours state. We have recently entered other states such as Odisha and Bihar, where the response received has prompted us to enter these states in a big way.

Our focus is to be a leading trader of agri products by supplying high yielding products and crop for the consumers. We focus on procurement of products directly from farmers.

OUR STRENGTHS

We have been serving the Indian farmers for around one decade now. With multiple advantages including high quality standards, we take pride in our reputation as a 100-percent Indian company with a growing national presence. Such a reputation can be attributed to the fact that our Company purchases all agri products from the local market. Further, presently, we do not have any presence in export market nor do we have any imports.

• We are one of the leading trader of agri products in west Bengal.• We have strong presence in potato trading• Reliable source of supply and strong dealers network.• The Company is led by a dedicated and passionate professional management team and each

key member of the team has years of experience in the industry.• Our commitment towards quality of product and timely delivery enable us to maintain our

brand image in the market.• We enjoy cordial relations with our employees.

Our overall business strategy shall be to

• Maximize revenue through geographical expansion and increase in efficiency• Enhancing production efficiency and minimize process losses• Reduce operational costs and be cost competitive• Have a consumer centric approach• Adopt best practices in all functions and processes• Perform in an environment friendly condition• To constantly expand to new geographies and to take our products to newer markets

For further details see the section on Business Overview on page no.36 of the Information Memorandum.

15


GENERAL INFORMATION

Our Company was incorporated under the Companies Act, 1956 on October 31, 1979, as Mayurbhanj Trades & Agencies Limited vide Certificate of Incorporation issued by the Registrar of Companies, West Bengal. The Certificate of Commencement of Business was issued to the Company on December 12 1979, by the Registrar of Companies, West Bengal.

The basic information about the Company is as under:

Corporate Identification No. L24117WB1979PLC032322

Registered Office 7, Waterloo Street, 2nd Floor, Kolkata- 700 069Corporate Office 7, Waterloo Street, 2nd Floor, Kolkata- 700 069Registration No. 032322

Address of ROC Nizam Palace, II MSO Bldg., 2nd floor, 234/4, AJC Bose Road, Kolkata - 70020

Email ID [email protected] Www.mayurbhaniindia.in

Board of Directors

The below table sets out the details regarding our Board as on the date of the filing of this Information Memorandum:

Name of the Director Designation DIN Status Address

Mr. Satya Narayan Ashopa

Whole-time Director & CFO

00379772 Director 127, G. T. Road (South), Howrah-713101

Mr. Atma Ram Sharma

Director 00506605 Non-IndependentNon-Executive

Dangapara Kalna, Howrah- 713409

Mr. Mohammed Raqeeb Hussain

Director 02535306 IndependentDirector

20, Gulam Sovan Lane, 1st Floor, Kolkata- 700 016

Mr. Atanu Mukherjee

Director 05103888 IndependentDirector

15, Gopimohan Singha Lane, Serampore, Hooghly- 71222

Ms. Sushmita Sharma

WomanDirector

00596256 Non-IndependentNon-Executive

7, Waterloo Street, Kolkata- 700 069

Key Managerial Personnel

The below table sets out the details regarding our Key Managerial Personnel as on the date of the filing of this Information Memorandum:

Name Designation PAN AddressMr. Satya Narayan Ashopa


AFBPA0069H 127, G. T. Road (South), Howrah- 713101

Ms. Puja Biyani Company Secretary ANFPB7363P 35 Lawrence Street,Verma Flats, Uttarpara, Pin-712258

16


http://Www.mayurbhaniindia.in


Registrar & Share Transfer Agent

M/s C. B. Management Services Private Limited.P-22 Bondel Road Kolkata 700019Call : +91 33 40116700,2280 6692/93/94/2486 Fax : +91 33 2287 0263

Compliance Officer

Ms. Puja Biyani Company Secretary7, Waterloo Street, 2nd Floor Kolkata- 700 069 Tel: (033) 2248- 0602

Auditors

Dangi Jain & Associates Chartered Accountants4, N. S. Road, 1st Floor Kolkata, - 700001 Telephone: 2230-4469/6914 E-Mail: [email protected]

Listing

The Equity Shares of the Company were listed on the Calcutta Stock Exchange Limited.

Eligibility Criterion

The Company is submitting this Information Memorandum, containing information about itself, making disclosures in line with the disclosure requirement of Companies Act, 2013, for public issues, to the extent applicable, to MSEI for making this Information Memorandum available to public through their website.

Reasons for seeking listing of our securities on MSEI

Our equity shares are presently listed on the Calcutta Stock Exchange Limited. There was trading in the shares of the Company on the exchange for the past many years. Further, the exchange has been derecognised by the SEBI. According, in order to provide the liquidity to the shareholders of the Company and to continue to avail the benefit of listing, it is proposed to get listed on the MSEI.

Further, the Company has lined up expansion plans for which we may require equity capital infusion by way of a further public offering or a rights issue, Qualified Institutional placement or such other means as may be beneficial for the Company. However, such offerings are possible only once the shares are listed on a nationwide exchange. Listing will help generation of an independent valuation of the Company by the market. Listing will also raises our public profile with customers, suppliers, investors, financial institution and media. Moreover, listing in a nationwide terminal will provide a continuing liquidity to our shareholders and in turn help us to broaden our shareholder base. Hence, considering the interest of our shareholders and our future growth and expansion plans, we seek direct listing of our equity shares.

17



FINANCIAL INFORMATION

Statement of Assets and Liabilities as on March 31, 2015, March 31, 2014, March 31,2013, March 31, 2012 and March 31, 2011.

(Rs. in Lacs)Year ended

PARTICULARS March 31, 2015

March 31, 2014

March 31, 2013

1. Equity & Liabilitiesa. Share Capital 20.00 20.00 20.00b. Reserves and Surplus 36.88 33.80 26.81

2. Liabilities and Provisions:a. Long Term Borrowings - - -b. Current Liabilities 24.65 23.16 22.69c. Provisions - - -

TOTAL 81.53 76.96 69.50

Assets:3. Non Current AssetsFixed Assetsa. Tangible Assets 30.18 30.18 30.18b. Intangible Assets - - -c. Capital Work-in-Progress - - -d. Non Current Investments 4.00 4.00 4.00e. Other Non Current Assets - - -

4. Current Assetsa. Current Investments - - -b. Inventories - - -c. Trade Receivables - - -d. Cash and Bank Balances 15.02 4.15 9.58e. Other Current Assets - - -e. Short term Loans and Advances 32.33 38.63 25.74

Total 81.53 76.96 69.50

Source: Audited financial statements for FY11, FY12, FY13, FY14 and FY15.

18


(Rs. in Lacs)Year ended

PARTICULARS March 31, 2012 March 31, 20111. Equity & Liabilitiesa. Share Capital 20.00 20.00

b. Reserves and Surplus 20.76 18.42

2. Liabilities and Provisions:a. Long Term Borrowings - -

b. Current Liabilites 40.10 19.52c. Provisions - -

TOTAL 80.86 57.94

Assets:3. Non Current AssetsFixed Assetsa. Tangible Assets 30.18 7.49

b. Intangible Assets - -

c. Capital Work-in-Progress - -

d. Non Current Investments 4.00 3.00e. Other Non Current Assets - -

4. Current Assetsa. Current Investments - -

b. Inventories - -

c. Trade Receivables - -

d. Cash and Bank Balances 1.54 8.93e. Other Current Assets - -

e. Short term Loans and Advances 45.14 38.52

Total 80.86 57.94


19


Statement of Profit & Loss for the Financial Years ending March 31, 2015, March 31,2014, March 31, 2013, March 31, 2012 and March 31, 2011

(Rs. in lacs)Year ended (As pre revised Schedule VI)

PARTICULARS March 31, 2015

March 31, 2014

March 31, 2013

INCOME:Revenue from Operations (Gross) - - -Less: Excise Duty - - -Sales Tax/ Value Added Tax - - -Net Sales 69.65 65.69 44.09Other Income - 1.23 4.16Total Revenue (A) 69.65 66.92 48.25

EXPENSES:Cost of Materials Consumed 49.62 40.18 27.13

Change in inventories of Finished Goods & Work in Progress

- - -

Employee Benefit Scheme 1.27 1.20 1.07

Manufacturing, Administrative, Selling & Other Expenses

8.19 14.71 8.38

Total Expenses 59.08 56.09 36.58

Earning before Interest, Tax, Depreciation and Amortization (EBITDA)

10.57 10.83 11.67

Finance costs 0.80 0.71 2.9Depreciation & Amortization Expenses - - -Profit/(Loss) before Extraordinary Items & Tax

9.77 10.12 8.77

Extraordinary / Prior Period Item - - -Profit/(Loss) before Tax 9.77 10.12 8.77Tax ExpenseIncome Tax - Current Tax (3.05) (3.13) (2.71)Income Tax for earlier year - - -Wealth Tax - Current Year - - -Wealth Tax for earlier year - - -Deferred Tax - - -Profit/(Loss) for the year 6.72 6.99 6.06


20


(Rs. in lacs)Year ended (As pre revised

Schedule VI)PARTICULARS March 31, 2012 March 31, 2011INCOME:Revenue from Operations (Gross) - -Less: Excise Duty - -Sales Tax/ Value Added Tax - -Net Sales 20.25 29.51Other Income 3.95 3.70Total Revenue (A) 24.20 33.21

EXPENSES:

Cost of Materials Consumed 12.94 14.92Change in inventories of Finished Goods & Work in Progress

- -

Employee Benefit Scheme 0.95 0.73Manufacturing, Administrative, Selling & Other Expenses

5.57 9.49

Total Expenses 19.46 25.14Earning before Interest, Tax, Depreciation and Amortization (EBITDA)

4.74 8.07

Finance costs 1.33 0.52Depreciation & Amortization Expenses - -Profit/(Loss) before Extraordinary Items & Tax

3.42 7.55

Extraordinary / Prior Period Item - -Profit/(Loss) before Tax 3.42 7.55Tax Expense

Income Tax - Current Tax (1.08) (2.33)Income Tax for earlier year - -Wealth Tax - Current Year - -Wealth Tax for earlier year - -Deferred Tax - -Profit/(Loss) for the year 2.34 5.22


21


STATEMENT OF DIVIDEND

DETAILS OF DIVIDEND FOR LAST 5 YEARS

The dividends declared by the Company during the last five fiscal years have been presented below:

Equity Shares:

Particulars Fiscal 2015 Fiscal 2014 Fiscal 2013 Fiscal 2012 Fiscal 2011

Face value per Share

(')10 10 10 10 10

Total Dividend Paid

(')*Nil Nil Nil Nil Nil

Rate of Dividend (%) Nil Nil Nil Nil Nil

*Excluding dividend tax.

The Company does not have any preference shares in any of the preceding five financial years, hence no question arises regarding payment of dividend on preference shares.

22


CAPITAL STRUCTURE

Our share capital as on the date of this Information Memorandum is set forth below:

Particulars Aggregate Nominal Value(A) Authorised Share Capital2,00,000 Equity Shares of Rs. 10/- each 20,00,000

(B) Issued, Subscribed and Paid-up Equity Capital2,00,000 Equity Shares of Rs. 10/- each 20,00,000

Notes to Capital Structure:

Changes in the Authorized Share Capital Structure since inception are given below:

Date of change Details of change in authorized capital

March 31, 2000* Authorised share capital of Rs.20 lacs.* The information has been compiled from the Balance Sheet as at March 31, 2000, in absence of relevant records of ROC filings.

The following is the history of the Equity Share Capital of the Company:

Date of Allotment

No. of Equity Shares

Allotted

Face Value

(In Rs.)

Issue Price

(In Rs.)

Cumulative paid up capital (In Rs.)

Consideration

Remarks

March 31, 2000* 2,00,000* 10 NA 20,00,000 NA NA* The information has been compiled from the Balance Sheet as at March 31, 2000, in absence of relevant records of ROC filings.

Outstanding convertible instruments including warrants pending conversion

Our company does not have any outstanding convertible instrument including warrants pending conversion.

Top 10 shareholders of our Company

The list of top 10 shareholders of our Company as on March 31, 2016 is as under:

Sl.No.

Name of Shareholder No. of Shares held

Percentage

1 Kalyan Stores(Dhatrigram) Private Limited 41200 20.60%2 Atmaram Sharma 15300 7.65%4 Simant Export Limited 12000 6.00%3 Kanchan Ashopa 11600 5.80%5 Sanjay Kr. Dangi 7850 3.93%6 Sarvamangle Com. Private Limited 7600 3.80%7 Giriraj Dadheech 6900 3.45%8 Basanti Devi Ashopa 5700 2.85%9 Pradip Ashopa 5600 2.80%10 Saroj Palod 4480 2.24%

23


There are no outstanding convertible instruments including warrants which are pending for conversion as on March 31, 2016.

No payment, direct, indirect in the nature of brokerage, discount, commission, and allowance or other special terms including an option for the issue of any kind of securities has been granted to any person.

24

Shareholding Pattern of the Company

A. As on March 31, 2016 is as follows:

Table I - Summary Statement holding of specified securities as on 31/03/2016

Category(I)

Category of shareholder

(II)

Nos.of

share holder s (III)

No. of fully paid up equity

shares held (IV)

No.of Partly paid-

up equity share s held

(V)

No. of shares underly

ing Deposit

ory Receipt

s(VI)

Total nos.shares

held (VII) = (IV)

+(V)+(VI)

Shareholdi ng as a % of total no. of shares

(calculated as per SCRR, 1957) (VIII)

As a % of (A+B+C2)

Number of Voting Rights held in each class of securities (IX)

No of shares

Underlying

outstanding

convertible

securities(includingWarrants)

(X)

Shareholdin g as a % assuming

full conversion

ofconvertible securities

(as a prcentage of diluted share

capital) (XI) = (VII) + ( X) As a % of

(A+B+C2)

Number of Locked in shares

(XII)

Number of shares pledged or otherwise encumbered (XIII)

Number of equity shares held in

dematerial ized form

(XIV)

No of Voting Rights Total as a % of

(A+B+C)

No.(a)

As a % of total

shares held (b)

No. (a) As a % of total shares

held (b)Classeg:x

Classeg:y

Total

(A) Promoter &Promotergroup

8 52830 52,830 26.42 52830 52830 26.42

(B) Public 123 147170 - - 147170 73.59 147170 - 147170 73.59 - - - - - - -

(C) NonPromoter - Non Public

NA

(C1) SharesunderlyingDRs

NA NA

(C2) Shares held byEmployeeTrusts

NA

Total 131 200000 0 0 200000 100.00 200000 0 200000 100.00 0 0.0000 0 -


Table II - Statement Showing shareholding pattern of the Promoter and Promoter Group as on 31/03/2016

Category & Name of the Shareholders (I)

PAN (II) Nos. of sharehol

ders(III)

No. of fully paid up equity shares

held (IV)

Partly paid-up equity shares

held (V)

Nos. of shares

underlyi ng

Deposit ory

Receipts (VI)

Total nos.shares

held (VII) = (IV) +

(V)+(VI)

Shareho lding % calculat ed as per

SCRR. 1957)

As a % of

(A+B+C2)

(VIII)


No of shares

Underlyi ng

outstan ding

converti ble

securitie s

(includi ng

Warrant s) (X)

Shareholding as a %

assuming full conversion of

convertible securities (as a percentage

of diluted share capital) (XI) = (VII)+(X

) As a % of A+B+C2)

Number of Locked in

shares (XII)

Number of shares pledged or otherwise

encumbered (XIII)


demateri alized form (XIV)

No of Voting Rights Total as a % of Total

Voting rights

Classx

Classy

Total No.(a)

As a % of total shares held (b)


held (b)

(1) Indian

(a) Individuals/Hindu undivided Family

8 52830 - - 52830 26.42 52830 - 52830 26.42 - - - - - - -

Satyanarayan Ashopa 1 100 - - 100 0.05 100 - 100 0.05 - - - - - - -Basantidevi Ashopa ACWPA0320R 1 5700 - - 5700 2.85 5700 - 5700 2.85 - - - - - - -

Kanchan Ashopa AGRPA2824P 1 11600 - - 11600 5.80 11600 - 11600 5.80 - - - - - - -Pradip Ashopa AGFPA3737M 1 5600 - - 5600 2.80 5600 - 5600 2.80 - - - - - - -Krishna Kr Ashopa AFBPA0139A 1 3150 - - 3150 1.58 3150 - 3150 1.58 - - - - - - -Giriraj Dadheech AFWPD6619R 1 6900 - - 6900 3.45 6900 - 6900 3.45 - - - - - - -Saroj Palod AFYPP8163Q 1 4480 - - 4480 2.24 4480 - 4480 2.24 - - - - - - -Atmaram Sharma 1 15300 - - 15300 7.65 15300 - 15300 7.65 - - - - - - -

(b) CentralGovernmentS/StateGovernement

0 0 0 0.00 0 0 0.00

(c) FinancialInstitutions/Bank Name

0 0 - - 0 0.00 0 - 0 0.00 - - - - - - -

(d) Any Other (specify) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0Sub Total(A)(1) 52830 - - 52830 26.42 52830 - 52830 26.42 - - - - - - -

2 Foreign - - - - - 0.00 - - - - - - -

(a) Individuals (NonResidentIndividuals/ForeignIndividuals)

0 0.00

(b) Government - - - - - - - - 0 0.00 - - - - - - -

(c) Institutions - - - - - - - - 0 0.00 - - - - - - -

(d) Foreign Portfolio Investor

- - - - - - - - 0 0.00 - - - - - - -

(e) Any Other (specify) - - - - - - - - 0 0.00 - - - - - - -Sub Total(A)(2) - - - - - - - - 0 0.00 - - - - - - -Total Shareholding of Promoter and Promoter Group (A) = (A)(1) + (A)(2)

8 52830 52830 26.42 52830 52830 26.42

26


Table III - Statement Showing shareholding pattern of the Public shareholder as on 31/03/2016


PAN(II)

Nos.of

shareholders(III)

No. of fully

paid up equity shares

held (IV)

Partly

paid-upequity

shares

held(V)

Nos.of

shares

underlyin

gDeposito

ryReceipts(VI)

Total nos.shar es held (VII) = (I

V) + (V)+(VI)

Share holdin g %

calcula ted as

per SCRR. 1957)As a% of

(A+B+ C2)

(VIII)


No of shares

Underlyi ng

outstand ing

converti ble

securitie s

(including

Warrant s) (X)

Shareholdi ng as a % assuming

full conversion

ofconvertiblesecurities

(as apercentag

e of diluted share

capital)(XI) = (VII) +(X) As a

% ofA+B+C2)

Number of Locked in

shares (XII)

Number of shares pledged

or otherwise encumbered

(XIII)




Voting rights

Class x Clas s y

Total No.(a)

As a% oftotal

sharesheld(b)

No.(Not

applicable)(a)

As a% oftotal

sharesheld(Not

applicable)(b)

(1) Institutions

(a) Mutual Funds / UTI - - - - - - - - - - - - - - - - - -

(b) Venture Capital Funds - - - - - - - - - - - - - - - - - -

(c) Alternate Investment Funds - - - - - - - - - - - - - - - - - -

(d) Foreign Venture Capital Investors

- - - - - - - - - - - - - - - - - -

(e) Foreign Portfolio Investors - - - - - - - - - - - - - - - - - -

(f) Financial Institutions / Banks

- - - - - - - - - - - - - - - - - -

(g) Insurance Companies - - - - - - - - - - - - - - - - - -

(h) Provident Funds / Pension Funds

- - - - - - - - - - - - - - - - - -

(i) Any Other (specify) - - - - - - - - - - - - - - - - - -

Sub Total - - - - - - - - - - - - - - - - - -

(2) Central Government / State Government(s) / President of India

(3) Non-Institutions

(a) Individuals-

i. Individual shareholders holding nominal share capital upto Rs.2 lakhs

117 56420 56420 28.21 56420 56420 28.21

27


ii.Individual shareholders holding nominal share capital in excess of Rs.2 lakhs

(b) NBFCs registered with RBI - - - - - - - - - - - - - - - - -

(c) Employee Trusts - - - - - - - - - - - - - - - - -

(d) Overseas Depositories (holding DRs) (balancing fiqure)

(e) Any Other (specify) 6 - - - - - - - - - - - - - - - -

S.D. Consultants(P) Ltd. - 2750 - - 2750 1.38 2750 - 2750 1.38 - - - - - - -

Sarvamangle Com.(P).Ltd. - 7600 - - 7600 3.80 7600 - 7600 3.80 - - - - - - -

Simant Export Ltd. - 12000 - - 12000 6.00 12000 - 12000 6.00 - - - - - - -

SKM Merchantile Pvt. Ltd. - 15200 - - 15200 7.60 15200 - 15200 7.60 - - - - - - -

Kalyan Stores(Dhatrigram) P.Ltd

- 41200 - - 41200 20.60 41200 - 41200 20.60 - - - - - - -

Likewish Vinimay Pvt. Ltd. - 12000 - - 12000 6.00 12000 - 12000 6.00 - - - - - - -

Sub Total 123 90750 - - 90750 45.38 90750 - 90750 45.38 - - - - - - -

Total Public Shareholding(B) = (B)(1) + (B)(2) + (B)( 3)

123 147170 147170 73.59 147170 147170 73.59

28


Table IV - Statement Showing shareholding pattern of the Non Promoter - Non Public shareholder as on 31/03/2016


PAN(II)

Nos.of

shareholders(III)

No. of fully


held (IV)

Partly

paid-upequity

shares

held(V)

Nos.of

shares

underlyin

gDeposito

ryReceipts(VI)


V) + (V) + (VI)

Share holdin g %

calcula ted as

per SCRR. 1957) As a % of

(A+B+ C2)

(VIII)


No of shares

Underlying

outstanding

convertible

securities

(including

Warrant s) (X)


full conversion


(as a percentag

e of diluted share

capital) (XI) = (VII) +(X) As a

% of A+B+C2)

Number of Locked in

shares (XII)



(XIII)




Voting rights

Class x Clas s y

Total No.(a)

As a % of total

shares held (b)

No.(Not

applicable)(a)

As a % of total

shares held (Not

applica ble) (b)

(1) Custodian / DR Holder - - - - - - - - - - - - - - - - -

(2)

Employee Benefit Trust (under SEBI (Share based Employee Benefit) Regulations, 2014) - - - - - - - - - - - - - - - - -

(c) Total Non Promoter - Non Public Shareholding (C) = (C)(1)+(C)(2) - - - - - - - - - - - - - - - - -

29


B. As on December 31, 2015 is as follows:

Table I - Summary Statement holding of specified securities as on 31/12/2015

Category(I)

Category of shareholder

(II)

Nos.of

share holder s (III)

No. offully paidup equity

shares held (IV)

No.ofPartlypaid-

up equity share s held

(V)

No. of shares underly

ing Deposit

ory Receipt

s(VI)

Total nos.shares

held (VII) = (IV)

+(V)+(VI)

Shareholdi ng as a % of total no. of shares

(calculated as per SCRR, 1957) (VIII)

As a % of (A+B+C2)


No of shares

Underlying

outstanding

convertible

securities(includingWarrants)

(X)

Shareholding as a %assuming

fullconversion


(as a prcentage of diluted share

capital)(XI) = (VII) + ( X) As a % of

(A+B+C2)

Number of Locked in shares

(XII)

Number of shares pledged or otherwise encumbered (XIII)


dematerial ized form

(XIV)

No of Voting Rights Total as a % of

(A+B+C)

No.(a)

As a % of total

shares held (b)


held (b)Classeg:x

Classeg:y

Total

(A) Promoter &Promotergroup

8 52830 52,830 26.42 52830 52830 26.42

(B) Public 123 147170 - - 147170 73.59 147170 - 147170 73.59 - - - - - - -

(C) NonPromoter - Non Public

NA

(C1) SharesunderlyingDRs

NA NA

(C2) Shares held byEmployeeTrusts

NA

Total 131 200000 0 0 200000 100.00 200000 0 200000 100.00 0 0.0000 0 -

30


Table II - Statement Showing shareholding pattern of the Promoter and Promoter Group as on 31/03/2016


PAN (II) Nos. of sharehol

ders(III)

No. of fully paid up equity shares

held (IV)

Partly paid-up equity shares

held (V)

Nos. of shares

underlyi ng

Deposit ory

Receipts (VI)

Total nos.shares

held (VII) = (IV) +

(V)+(VI)

Shareho lding % calculat ed as per

SCRR. 1957)

As a % of

(A+B+C2)

(VIII)


No of shares

Underlyi ng

outstan ding

converti ble

securitie s

(includi ng

Warrant s) (X)

Shareholding as a %

assuming full conversion of

convertible securities (as a percentage

of diluted share capital) (XI) = (VII)+(X

) As a % of A+B+C2)

Number of Locked in

shares (XII)

Number of shares pledged or otherwise

encumbered (XIII)




Voting rights

Classx

Classy

Total No.(a)

As a % of total shares held (b)


held (b)

(1) Indian

(a) Individuals/Hindu undivided Family

8 52830 - - 52830 26.42 52830 - 52830 26.42 - - - - - - -

Satyanarayan Ashopa 1 100 - - 100 0.05 100 - 100 0.05 - - - - - - -Basantidevi Ashopa ACWPA0320R 1 5700 - - 5700 2.85 5700 - 5700 2.85 - - - - - - -

Kanchan Ashopa AGRPA2824P 1 11600 - - 11600 5.80 11600 - 11600 5.80 - - - - - - -Pradip Ashopa AGFPA3737M 1 5600 - - 5600 2.80 5600 - 5600 2.80 - - - - - - -Krishna Kr Ashopa AFBPA0139A 1 3150 - - 3150 1.58 3150 - 3150 1.58 - - - - - - -Giriraj Dadheech AFWPD6619R 1 6900 - - 6900 3.45 6900 - 6900 3.45 - - - - - - -Saroj Palod AFYPP8163Q 1 4480 - - 4480 2.24 4480 - 4480 2.24 - - - - - - -Atmaram Sharma 1 15300 - - 15300 7.65 15300 - 15300 7.65 - - - - - - -

(b) CentralGovernmentS/StateGovernement

0 0 0 0.00 0 0 0.00

(c) FinancialInstitutions/Bank Name

0 0 - - 0 0.00 0 - 0 0.00 - - - - - - -

(d) Any Other (specify) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0Sub Total(A)(1) 52830 - - 52830 26.42 52830 - 52830 26.42 - - - - - - -

2 Foreign - - - - - 0.00 - - - - - - -

(a) Individuals (NonResidentIndividuals/ForeignIndividuals)

0 0.00

(b) Government - - - - - - - - 0 0.00 - - - - - - -

(c) Institutions - - - - - - - - 0 0.00 - - - - - - -

(d) Foreign Portfolio Investor

- - - - - - - - 0 0.00 - - - - - - -

(e) Any Other (specify) - - - - - - - - 0 0.00 - - - - - - -Sub Total(A)(2) - - - - - - - - 0 0.00 - - - - - - -Total Shareholding of Promoter and Promoter Group (A) = (A)(1) + (A)(2)

8 52830 52830 26.42 52830 52830 26.42

31


Table III - Statement Showing shareholding pattern of the Public shareholder as on 31/03/2016


PAN(II)

Nos.of

shareholders(III)

No. of fully


held (IV)

Partly

paid-upequity

shares

held(V)

Nos.of

shares

underlyin

gDeposito

ryReceipts(VI)


V) + (V)+(VI)

Share holdin g %

calcula ted as

per SCRR. 1957) As a % of

(A+B+ C2)

(VIII)


No of shares

Underlyi ng

outstand ing

converti ble

securitie s

(including

Warrant s) (X)


full conversion


(as a percentag

e of diluted share

capital) (XI) = (VII) +(X) As a

% of A+B+C2)

Number of Locked in

shares (XII)



(XIII)




Voting rights

Class x Clas s y

Total No.(a)

As a % of total

shares held (b)

No.(Not

applicable)(a)

As a % of total

shares held (Not

applica ble) (b)

(1) Institutions

(a) Mutual Funds / UTI - - - - - - - - - - - - - - - - - -

(b) Venture Capital Funds - - - - - - - - - - - - - - - - - -

(c) Alternate Investment Funds - - - - - - - - - - - - - - - - - -

(d) Foreign Venture Capital Investors

- - - - - - - - - - - - - - - - - -

(e) Foreign Portfolio Investors - - - - - - - - - - - - - - - - - -

(f) Financial Institutions / Banks

- - - - - - - - - - - - - - - - - -

(g) Insurance Companies - - - - - - - - - - - - - - - - - -

(h) Provident Funds / Pension Funds

- - - - - - - - - - - - - - - - - -

(i) Any Other (specify) - - - - - - - - - - - - - - - - - -

Sub Total - - - - - - - - - - - - - - - - - -

(2) Central Government / State Government(s) / President of India

(3) Non-Institutions

(a) Individuals-

i. Individual shareholders holding nominal share capital upto Rs.2 lakhs

117 56420 56420 28.21 56420 56420 28.21

32


ii.Individual shareholders holding nominal share capital in excess of Rs.2lakhs

(b) NBFCs registered with RBI - - - - - - - - - - - - - - - - -

(c) Employee Trusts - - - - - - - - - - - - - - - - -

(d) Overseas Depositories (holding DRs) (balancing fiqure)

(e) Any Other (specify) 6 - - - - - - - - - - - - - - - -

S.D. Consultants(P) Ltd. - 2750 - - 2750 1.38 2750 - 2750 1.38 - - - - - - -

Sarvamangle Com.(P).Ltd. - 7600 - - 7600 3.80 7600 - 7600 3.80 - - - - - - -

Simant Export Ltd. - 12000 - - 12000 6.00 12000 - 12000 6.00 - - - - - - -

SKM Merchantile Pvt. Ltd. - 15200 - - 15200 7.60 15200 - 15200 7.60 - - - - - - -

Kalyan Stores(Dhatrigram) P.Ltd

- 41200 - - 41200 20.60 41200 - 41200 20.60 - - - - - - -

Likewish Vinimay Pvt. Ltd. - 12000 - - 12000 6.00 12000 - 12000 6.00 - - - - - - -

Sub Total 123 90750 - - 90750 45.38 90750 - 90750 45.38 - - - - - - -

Total Public Shareholding(B) = (B)(1) + (B)(2) + (B)( 3)

123 147170 147170 73.59 147170 147170 73.59

33


Table IV - Statement Showing shareholding pattern of the Non Promoter - Non Public shareholder as on 31/03/2016


PAN(II)

Nos.of

shareholders(III)

No. of fully


held (IV)

Partly

paid-upequity

shares

held(V)

Nos.of

shares

underlyin

gDeposito

ryReceipts(VI)


V) + (V)+(VI)

Share holdin g %

calcula ted as

per SCRR. 1957)As a% of

(A+B+ C2)

(VIII)


No of shares

Underlyi ng

outstand ing

converti ble

securitie s

(including

Warrant s) (X)


full conversion

ofconvertiblesecurities

(as apercentag

e of dilutedshare

capital)(XI) = (VII) +(X) As a

% of A+B+C2)

Number of Locked in

shares (XII)



(XIII)




Voting rights

Class x Clas s y

Total No.(a)

As a % oftotal

sharesheld(b)

No.(Not

applicable)(a)

As a % oftotal

sharesheld(Not

applicable)(b)

(1) Custodian / DR Holder - - - - - - - - - - - - - - - - -

(2)

Employee Benefit Trust (under SEBI (Share based Employee Benefit) Regulations, 2014) - - - - - - - - - - - - - - - - -

(c) Total Non Promoter - Non Public Shareholding (C) = (C)(1)+(C)(2) - - - - - - - - - - - - - - - - -

34

INDUSTRY OVERVIEW

Industry

India is a commodity based economy where two-third of the total population depend on agricultural commodities, startlingly has an under developed commodity market and futures market trades are merely used as risk management mechanism. Agricultural commodity futures are market-based instruments for managing risks and they help in orderly establishment of efficient agricultural markets. Instability of commodity prices has always been a major concern of the producers as well as the consumers in an agriculture dominated country like India.

Indian commodity future market was relatively popular till early 70s but its growth was fraught due to diverse restrictions and regulations introduced by Government of India. In 2003 these restrictions have been relaxed leading to the spontaneous growth of commodity market in the country. Commodity trading or futures trading is organized in such commodities as are permissible by the Government. The association, company or any other body corporate which organize the future trading in commodities through futures contract is known as commodity exchange. Commodity markets play vital role in the economies like India where agricultural production constitutes a major part of GDP.

India being agricultural dominated economy is one of the top producers of agricultural products, where farmers have to face yield risk along with price risk. Commodity market performs two significant economic functions of price discovery and price risk management. A futures trading in commodities is beneficial for all sectors of the economy including farmers and consumers. It provides advance price signals to sellers (farmers/producers) and assists buyers (consumers) of agricultural commodities for financing commodities from one season to another.

The commodity markets in India has achieved substantial development in term of transparency, technology and trading activities. The production, supply and distribution of many agricultural commodities are still governed by the state. Free trade in many agricultural commodities items is restricted under the Essential Commodities Act (ECA), 1955 and Agriculture Produce Marketing Committees (APMC) Acts of various State Governments. The forward and futures contracts were, till April 2003, limited to only a few commodity items under the Forward Contracts (Regulation) Act (FCRA), 1952.

Agriculture provides the principal means of livelihood for over 70% of India's population. It contributes approximately one-fifth of total gross domestic product (GDP). Agriculture accounts for about 10 per cent of the total export earnings and provides raw material to a large number of industries. Being the third largest land mass in world it is number top producer of many agriculture commodities. And yet Indian agriculture has one of the lowest yields in most commodities, nearly 55.7% of area sown is dependent on rainfall. Clearly while there are challenges there are huge potentials as well.

Potato is the world's fourth important food crop after wheat, rice and maize owing to its great yield potential and high nutritive value and accounts for nearly half of the world's annual output of all root and tuber crops. India is ranked third in potato production after China and the Russian Federation. Potato is cultivated in India under highly diversified agro climatic conditions ranging from sea level to snowline. Potato is mainly a Rabi crop and is grown in UP, Punjab, Haryana, West Bengal, Madhya Pradesh, Bihar, Andhra Pradesh, Tamil Nadu, and Gujarat.


BUSINESS OVERVIEW

1. Description of our Business and Operations

Mayurbhanj Trades & Agencies Limited is a Kolkata based Company mainly engaged in the trading of potato.

We are mainly into the business of procuring and marketing of high quality agricultural products, and mainly deals in potato. We have attained over 10 years of experience in this business and are proceeding further.

We have an extensive marketing network with loyal and committed distributors and dealers in West Bengal other neighbors state. We have recently entered other states such as Odisha and Bihar, where the response received has prompted us to enter these states in a big way.

Our focus is to be a leading trader of agri products by supplying high yielding products and crop for the consumers. We focus on procurement of products directly from farmers.

OUR STRENGTHS

We have been serving the Indian farmers for around one decade now. With multiple advantages including high quality standards, we take pride in our reputation as a 100-percent Indian company with a growing national presence. Such a reputation can be attributed to the fact that our Company purchases all agri products from the local market. Further, presently, we do not have any presence in export market nor do we have any imports.

• We are one of the leading trader of agri products in west Bengal.• We have strong presence in potato trading• Reliable source of supply and strong dealers network.• The Company is led by a dedicated and passionate professional management team and each

key member of the team has years of experience in the industry.• Our commitment towards quality of product and timely delivery enable us to maintain our

brand image in the market.• We enjoy cordial relations with our employees.

Marketing Arrangement

Our Company is primarily focused in West Bengal and nearby states. The marketing strategy of the Company is the combination of direct marketing, using the distribution network and sales force. We support our marketing efforts through regular interaction and meetings with our customers.

Competition

We operate in an industry which faces intense competition from established as well as unorganized players. Our competition depends on several factors which include quality, price and most importantly our ability meet the meet seasonal demand.

Intellectual Property

Presently, we do not own any patent or trademark.

Franchisee/concessions

As on date we do not have any franchisee. Further, we have not entered into any concession agreements.

36


Research & Developments:

We have not incurred any amount during the last three fiscal years on Company-sponsored research and development activities.

Our overall business strategy shall be to

• Maximize revenue through geographical expansion and increase in efficiency• Enhancing production efficiency and minimize process losses• Reduce operational costs and be cost competitive• Have a consumer centric approach• Adopt best practices in all functions and processes• Perform in an environment friendly condition• To constantly expand to new geographies and to take our products to newer markets

Business Strategy

The key components of our strategy to revive operations and to maximize value are to continuously enhance customer satisfaction, attract, develop, and retain talent, and maintain stringent standards of environmental safety and corporate responsibility. To this end, the Company operates the business in the most efficient & effective way to ensure supply of quality products that satisfy its focused-customer's needs and add value to its stakeholders.

Continue to Focus on Training and Motivating our work force

Our Company strongly focuses on training its work force on a continuous basis. Our Company shall always focus on narrowing the hierarchy for free and transparent two-way communication between management and employees for better exchange of ideas, views and opinions for maintaining good competitive work atmosphere at all levels.

Reduce Operational cost thereby increasing our cost competitiveness

One way to revive operations of the Company is by reducing the operational cost. We have been making various efforts to reduce the operational cost, thus, increasing the profitability of our Company.

37


HISTORY AND CORPORATE STRUCTURE

Our Company was incorporated under the Companies Act, 1956 on October 31, 1979, as Mayurbhanj Trades & Agencies Limited vide Certificate of Incorporation issued by the Registrar of Companies, West Bengal. The Certificate of Commencement of Business was issued to the Company on December 12 1979, by the Registrar of Companies, West Bengal.

The basic information about the Company is as under:

Important events in the history of the Company are as follows:

Year Milestone1979 Incorporated as Mayurbhanj Trades & Agencies Limited1979 Received Certificate of Commencement of Business

MAIN OBJECTS OF THE COMPANY AS SET OUT IN THE MEMORANDUM OF ASSOCIATION

1 . T o carry on the b u s in ess o f im porters , exporters , manufacturer* audd i s t r i b u t o r s o f agen t for and dealers in S od iu m Sil icate, Sod ium -b ic a rb o n a te , Sulphuric A c id , Salt and salt based ch em ica ls , p e tr o c h e m icals, organic , inorganic , and o rg a n o m e ta l i c chem ica ls including rubber chem ica ls , leather ch em ica ls , p o lym er c h em ica ls , synthet ic chem ica ls , industrial e x p lo s iv e s and chem ica l products o f every nature and descr ipt ions .

2 T o carry on the business of im porters , exporters , manufacturers , d is tr ibutors, dealers and a g en ts for pu lp and paper o f all kinds and articles including packing cases , cartons and other packing g o o d s m ade from p ap er or pu lp and materials used in the manufacture ort r e a t m e n t o f p a p e r , i n c l u d i n g , , c a r d b m r d , m i l b o a r d , w a l l a n d c e i l i n g

paper.

3 T o c a r r y o n the bu s in ess o f importers , exporters , producers , blenders, distributors, m arket ing oiganiser*, agents and dealers in po ta toes , rice, wheat, food grains aud all der ivat ives from the earth.

Material Contracts:

The Company has not entered into any material contract, not being a contract entered into in the ordinary course of the business carried on or intended to be carried on by the company or any material contract more than two years before the date of the Information Memorandum.

Our Subsidiaries:

Our Company at present has no subsidiary as on the date of this Information Memorandum.

38


OUR MANAGEMENT

Our Company has five Directors on its Board. The details of the Board of Directors of the Company are given below:

Sl.No.

Name, Designation Address, DIN

Date ofAppointment

Agein

Years

Directorship in other Companies

1 Mr. Satya Narayan AshopaWhole-Time Director & CFO 127, G. T. Road (South), Howrah-713101

DIN No. 00379772

01/06/1983 65 1. Likewish Vinimay Private Limited

2. Vijay Lakshmi Transport Organisation Pvt. Ltd.

3. S.K. Mishra Realty Private Limited

2 Mr. Atma Ram SharmaDirectorDangapara Kalna, Howrah- 713409

DIN No. 00506605

30/03/2002 75 1. Goodwill Commercial Co. Pvt. Ltd.

2. Misra Bricks Field Pvt. Ltd.

3 Mr. Mohammed Raqeeb HussainIndependent Director15, Gopimohan Singha Lane,Serampore, Hooghly- 71222

DIN No. 02535306

30/03/2002 54 1. Hussain Overseas Private Limited

2. Misra Brick Fields Pvt Ltd Chamba Hydel Power Projects Private Limited

3. Saadhvi Sales Private Limited4. Trinetra Vintrade Private

Limited5. Ganga Abasan Private Limited

4 Ms. Sushmita SharmaDirector(Woman)7, Waterloo Street, Kolkata- 700 069

DIN No. 00596256

31/03/2015 45 1. S. R. Movers Pvt. Ltd.2. Vats Mineral and Metals Pvt.

Ltd.

5 Mr. Atanu MukherjeeIndependent Director15, Gopimohan Singha Lane,Serampore, Hooghly- 71222

DIN No. 05103888

31/03/2015 38 1. Megacity Estate Management Private Limited

Brief Profile of the Directors -

1. Mr. Satva Naravan Ashopa

Designation Whole-time Director & CFODate of Birth (Age) 03-05-1951 (65 years)Qualification Post Graduate, LLBExperience Mr. Ashopa is responsible for the overall management of the Company.

He is having more than 35 years of experience in the field of marketing, accounting, management and administration.

39


2. Mr. Atma Ram Sharma

Designation Director (Non-Independent Non-Executive)Date of Birth (Age) 21-01-1941 (75 years)Qualification Post GraduateExperience Mr. Sharma is having more than 50 years of experience in the field of

accounting and management.

3. Mr. Mohammed Raqeeb Hussain

Designation Independent DirectorDate of Birth (Age) 01-01-1962 (54 years)Qualification Post Graduateperience Mr. Hussain is having more than 30 years of experience in the field of

marketing, accounting and management.

4. Mr. Atanu Mukherjee

Designation Independent DirectorDate of Birth (Age) 19-01-2971 (45 years)Qualification Post GraduateExperience Mr. Mukherjaa is having more than 20 years of experience in the field

of investment, accounting and management.

5. Ms. Sushmita Sharma

Designation Woman DirectorDate of Birth (Age) 28-12-1977 (38 years)Qualification Post GraduateExperience Ms. Sharma is having more than 10 years of experience in the field of

marketing and management.

Key Managerial Personnel

Name Designation Qualification Area of Expertise Experience in our

Company (years)



PostGraduate, LLB

Finance, Taxation and Accounting

35

Ms. Puja Biyani CompanySecretary

CompanySecretary

Legal & Compliance 5

Borrowing powers of Board of Directors

Presently the Company does not have any borrowings from any bank, financial institutions or corporate.

40


Terms and conditions of employment of our Executive Directors

The details of terms and conditions of appointment, including remuneration, of Executive Directors are as under:

Particulars Mr. Satya Narayan Ashopa (Whole-time Director & CFO)

Tenure 3 yearsFrom March 31, 2016 to March 31, 2019

Notice Period Three monthsMaximum Remuneration in case of inadequate profit or no profit

In accordance with the limits specified in the Schedule to the Companies Act, 2013

Remuneration per month Rs.10,000Allowance & Perquisites As per the rules of the Company

Remuneration of our Independent Director

The Independent Directors and Non-executive and Non-independent Directors are not entitled to receive any remuneration whether by way of sitting fee for attending the meetings of the Board or Committee thereof or otherwise.

Corporate Governance

As per the provisions of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, effective from December 1, 2015, the Company having paid-up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year, are exempted from the provisions of the Corporate Governance.

The Company is having paid-up equity share capital of Rs. 20.00 lakhs and Net Worth of Rs. 56.88 lakhs, as on March 31, 2015. Thus, the Company is exempted from the provisions of the Corporate Governance as specified in Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Audit Committee

Our Audit Committee comprises of the following members:

Member of the Audit Committee DesignationMr. Atanu Mukherjee Chairman (Independent Director)Mr. Mohammed Raqeeb Hussain Member (Independent Director)Ms. Sushmita Sharma Member (Non-Independent Non-Executive)

Terms of reference

The terms of reference, role and scope of Audit Committee are in line with those prescribed under Section 177 of the Companies Act, 2013.

The Audit Committee of the Company is entrusted with the responsibility to supervise the Company's internal control and financial reporting process and, inter alia, performs the following functions:

Powers of Audit Committee

a) To investigate any activity within its terms of reference.b) To seek information from any employee.c) To obtain outside legal or other professional advice.d) To secure attendance of outsiders with relevant expertise, if it considers necessary.

41


Nomination & Remuneration Committee

Our Nomination & Remuneration Committee comprises of the following members:

Member of the Nomination & Remuneration Committee

Designation

Mr. Atanu Mukherjee Chairman (Independent Director)Mr. Mohammed Raqeeb Hussain Member (Independent Director)Ms. Sushmita Sharma Member (Non-Independent Non-Executive)

Terms of reference

The terms of reference, role and scope of the Nomination and Remuneration Committee are in line with those prescribed by section 178 of the Companies Act, 2013.

The role and scope of the Committee includes, inert alia, to identify persons who are qualified to become directors and who may be appointed in senior management, formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

1) The terms of reference of the Nomination & Remuneration Committee shall be as under:2) Formulation of the criteria for determining qualifications, positive attributes and

independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

3) Formulation of criteria for evaluation of Independent Directors and the Board;4) Devising a policy on Board diversity;5) Identifying persons who are qualified to become directors and who may be appointed in

senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.

Shareholding of the Directors

The following table shows the direct shareholding of our Directors in our Company, as on the date of filing of this Information Memorandum:

S. No. Name No. of Equity Shares1. Mr. Satya Narayan Ashopa 1002. Mr. Atma Ram Sharma 153003. Mr. Mohammed Raqeeb Hussain NIL4. Mr. Atanu Mukherjee NIL5. Ms. Sushmita Sharma 8300

Interest of Directors

All Independent Directors, may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the Board or a committee thereof as well as to the extent of other remuneration and reimbursement of expenses payable to them under our Articles of Association. The executive Director are interested to the extent of remuneration paid to them for services rendered as an officer or employee of our Company and the terms of such remuneration are set forth in contracts executed between our executive Directors and our Company.

All our Directors, including Independent Directors, may also be deemed to be interested to the extent of Equity Shares, if any, already held by them and also to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares.

42


Changes in Directors during the last three years

The changes in our Board of Directors in the three years preceding the date of this Information Memorandum are as follows:

Sl.No.

Name of Directors Date of Appointment

Date of Cessation

Reason

1 Mr. Satya Narayan Ashopa

31/03/2016 Appointed as Whole-time

Director & CFO2 Mr. Atanu Mukherjee 31/03/2015 - Appointed as

Director3 Ms. Sushmita Sharma 31/03/2015 - Appointed as

Director

Disclosure on materially significant related party transaction

The Company does not have any related party transaction, which may have potential conflict with the interest of the Company. Other related party transactions have been reported in Notes on Accounts in the financial statements every year. The Register of Contracts containing transactions, in which the Directors are interested, is placed before the Board regularly.

Code of conduct

The Code of Business Conduct and Ethics for Directors and Management Personnel ('the Code'), as adopted by the Board of Directors, is a comprehensive Code applicable to all Directors and management personnel. The copy of the Code has been put on the Company's website www.skipperlimited.com. The Code has been circulated to all the members of the Board and management personnel and the compliance of the same is affirmed by them annually. A declaration to this effect signed by the Managing Director is included in the Annual Report every year.

Disclosure of Accounting Treatment

The Company has followed the prescribed Accounting Standards in preparation of financial statements. The accounting treatment has been disclosed in the Notes to accounts to the financial statements.

Risk Management

The Company has laid down the procedures to inform the Board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management control risks through means of properly defined framework.

Details of non-compliances

There has been no instance of non-compliance by the Company on any matter relating to capital market.

Means of communication

Quarterly results of the Company are communicated to the Stock Exchanges immediately after the Board meeting held to consider the same. The results were also published on the Company's website.

43

http://www.skipperlimited.com


Share Transfer System

The Shareholders/Investors Grievance Committee approves transfer of shares in physical mode. Transfers of shares are affected by the Company's Registrar and Transfer Agent within 15 days of receipt of request. Dematerialization is done within 15 days of receipt of request from the shareholder along with the shares certificate through the Depository Participant.

44


PROMOTERS

The details of the promoter of the Company are as follows:


Permanent Account Number AFBPA069H

Voter Card No. KCL2052827

DIN 00379772

Address127, G. T. Road (South), Howrah- 713101

Satya Narayan Ashopa is the Promoter of the Company. He is the driving force behind the Company's revival and establishing the operations of the company in the last couple of years.

45


GROUP COMPANIES

The top five companies which are the part of our promoter Group:

The Company does not have any group Company.

46


KEY INDUSTRY REGULATION AND POLICY

Our Company, in its business of manufacturing of PVC, GI, and SWR Pipes & Fittings, tubularpoles, scaffolding systems and towers (telecom and transmission) and is governed by variouslegislations as applicable to it, and its unit at Jangalpur and Uluberia in the State of West Bengal.Some of the key regulations applicable to us are summarised hereunder:

Environment Laws

• The Environment (Protection) Act, 1986: The Act prescribes the powers of the Government of India for the protection of the environment and control of environmental pollution. The Government of India is empowered to prescribe and lay down the standards for protection of the environment; these measures include the standards for emissions and discharge from different sources, restriction on the area where certain activities may be carried out. Any contravention of the Environment (Protection) Act, 1986 is punishable by fines and/or imprisonment.

• The Water (Prevention & Control of pollution) Act, 1974: The Act provides for the setting up of Central and State Pollution Control Boards for the protection and the control of the water pollution. The board lay down the standards and the levels of effluent discharge that is permissible. The prior consent of the relevant board is also required for carrying of any activity which is likely to discharge sewage and trade effluent. Any contravention of the provisions ofthis Act is punishable by fines and /or imprisonment.

• The Air (Prevention & Control of pollution) Act, 1981: The Act provides for setting up of Central and State Pollution Control Boards for the protection and the control of the air pollution. The board lay down the standards and the levels of emission of pollutants that is permissible from various sources. The board has the power to designate certain areas as air pollution control area. The prior consent of the relevant board is also required for carrying of any activity in an air pollution control area. Any contravention of the provisions of this Act is punishable by fines and/or imprisonment.

Industrial and Labour Laws

• Factories Act, 1948 provides for healthy working environment for the workers/ labourers to work, it not only regulates the health, safety, welfare and other working conditions of workers in the factory but also the working hours of the workers and labourers.

• Industrial Dispute Act, 1947 provides for the investigation and settlement of industrial disputes. It also contains various provisions to prohibit strikes and lock-outs, declaration of strikes and lockouts as illegal and provisions relating to lay-off and retrenchment and closure, Conciliation and adjudication of industrial disputes by; Conciliation Officers, a Board of Conciliation, Courts of Inquiry, Labour Courts, Industrial Tribunals and a National Industrial Tribunal.

• Payment of Wages Act, 1936 contains provisions as to the minimum wages that are to be fixed by the appropriate Governments for the employees, fixation and revision for the minimum wages of the employees, entitlement of bonus to the employees, fixing the payment of wages to workers and ensuring that such payments are disbursed by the employers within the stipulated time frame and without any unauthorized deductions.

• Workmen's Compensation Act, 1923 aims at providing financial protection to employees (their dependents in the event of fatal accidents) by means of payment of compensation by the employers, if personal injury is caused to them by accidents arising out of and in the course of their employment. This Act makes it obligatory for the employers brought within the ambit of the Act to furnish, to the State Governments/Union Territory Administrations, annual returns containing statistics relating to the average number of workers covered under the Act, number of compensated accidents and the amount of compensation paid.

• The Contract Labour (Regulation and Abolition) Act, 1970 (the "CLRA") requires establishments that employ or have employed on any day in the previous 12 months, 20 or

47


more workmen as contract labour to be registered and prescribes certain obligations with respect to the welfare and health of contract labour. The CLRA places an obligation on the principal employer of an establishment to which the CLRA applies to make an application for registration of the establishment. In the absence of registration, contract labour cannot be employed in the establishment. Likewise, every contractor to whom the CLRA applies is required to obtain a license and not to undertake or execute any work through contract labour except under and in accordance with the license issued. To ensure the welfare and health of contract labour, the CLRA imposes certain obligations on the contractor including the establishment of canteens, rest rooms, washing facilities, first aid facilities, and provision of drinking water and payment of wages. In the event that the contractor fails to provide these amenities, the principal employer is under an obligation to provide these facilities within a prescribed time period.

• Employees' Provident Funds and Miscellaneous Provisions Act, 1952. It is applicable tothe establishment employing more than 20 employees and as notified by the governmentfrom time to time. All the establishments under the Act are required to be registered with the appropriate Provident Fund Commissioner. Also, in accordance with the provisions of the Act the employers are required to contribute to the employees' provident fund the prescribed percentage of the basic wages, dearness allowances and remaining allowance (if any) payable to the employees. The employee shall also be required to make the equal contribution to the fund. As per the provision of the Act, employers are to contribute 12% of the basic wages, dearness allowances and remaining allowances (if any) payable for the time being to the employees.

• Employees' State Insurance Act, 1948. All the establishments to which the ESI Act appliesare required to be registered under the Act with the Employees State Insurance Corporation.The Act requires all the employees of the establishments to which the Act applies to be insured in the manner provided under the Act. Employer and employees both are required to make contribution to the fund. The return of the contribution made is required to be filed with the ESI department.

• The Minimum Wages Act, 1948 gives power to appropriate government (Central or State) to fix minimum wages to be paid to the persons employed in scheduled or non scheduled employment and the concerned employer is required to pay the minimum wages, fixed by the appropriate government. Such employer is also required to maintain registers and exhibits giving the particulars of wages paid to employees.

• The Payment of Bonus Act, 1965 imposes statutory liability upon the employers of every establishment covered under the Act to pay bonus to their employees. It further provides for payment of minimum and maximum bonus and linking the payment of bonus with the production and productivity.

• Payment of Gratuity Act, 1972 are applicable on all the establishments in which ten or more employees were employed on any day of the preceding twelve months and as notified by the government from time to time. As Act provides that within 30 days of opening of the establishment, it has to notify the controlling authority in Form A thereafter whenever there is any change it the name, address or in the change in the nature of the business of the establishment a notice in Form B has to be filed with authority. The Employer is also required to display an abstract of the act and the rules made there under in Form U to be affixed at the or near the main entrance. Further, every employer has to obtain insurance for his liability towards gratuity payment to be made under payment of Gratuity Act 1972, with Life Insurance Corporation or any other approved insurance fund.

• Trade Union Act, 1926 provides that any dispute between employers and workmen or between workmen and workmen, or between employers and employers which is connected with the employment, or no employment, or the terms of employment or the conditions of labour, of any person shall be treated as trade dispute. For every trade dispute a trade union has to be form. For the purpose of Trade Union Act, 1926, Trade Union means combination, whether temporary or permanent, formed primarily for the purpose of regulating the relations between workmen and employers or between workmen and workmen, or between employers and employers, or for imposing restrictive condition on the conduct of any trade or business etc.

48


Apart from the above, certain other industrial and labour legislations which are applicable are asfollows:

• Indian Boilers Act, 1923 and rules framed thereunder• Indian Explosive Act, 1884 and the Rules framed thereunder• Equal Remuneration Act, 1976 and Rules framed thereunder• Apprentices Act, 1961 and Rules framed thereunder• Fatal Accidents Acts, 1855 and Rules framed thereunder• Negotiable Instrument Act, 1881 and Rules framed thereunder

Tax Laws

• The Central Excise Act, 1944 seeks to impose an excise duty on excisable goods which areproduced or manufactured in India. The rate at which such a duty is imposed is contained inthe Central Excise Tariff Act, 1985. However, the Indian Government has the power to exempt certain specified goods from excise duty by notification. Steel products are classified under Chapter 72 of the Central Excise Tariff Act and presently attract an ad-valorem excise duty at the rate of 10% and also an education cess of 2% and Higher Education cess of 1% over the duty element.

• Central Sales Tax Act, 1956: In accordance with the Central Sales Tax Act, every dealer registered under the Act shall be required to furnish a return in Form I (monthly/ quarterly/ annually) as required by the State Sales Tax laws of the assessing authority together with treasury challan or bank receipt in token of the payment of taxes due.

• Value Added Tax, 2005: Value Added Tax (VAT) is charged by laws enacted by each State on sale of goods affected in the relevant States. VAT is a multi-point levy on each of the entities in the supply chain with the facility of set-off of input tax that is the tax paid at the stage of purchase of goods by a trader and on purchase of raw materials by a manufacturer. Only the value addition in the hands of each of the entities is subject to tax. VAT is not chargeable on the value of services which do not involve a transfer of goods. Periodical returns are required to be filed with the VAT Department of the respective States by the Company.

• Customs Act, 1962: The provisions of the Customs Act, 1962 and rules made there under are applicable at the time of import of goods i.e. bringing into India from a place outside India or at the time of export of goods i.e. taken out of India to a place outside India. Any Company requiring to import or export any goods is first required to get it registered and obtain an IEC (Importer Exporter Code).

• Income Tax Act, 1961 is applicable to every Domestic / Foreign Company whose income is taxable under the provisions of this Act or Rules made under it depending upon its "Residential Status" and "Type of Income" involved. U/s 139(1) every Company is required to file its Income tax Return for every Previous Year by 31st October of the Assessment Year. Other compliances like those relating to Tax Deduction at Source, Fringe Benefit Tax, Advance Tax, Minimum Alternative Tax and like are also required to be complied by every Company.

Intellectual Property Law

• Trademarks Act, 1999 ("Trademarks Act"): Under the Trademarks Act, 1999, a trademark is a mark capable of being represented graphically and which is capable of distinguishing the goods or services of one person from those of others used in relation to goods and services to indicate a connection in the course of trade between the goods and some person having the right as proprietor to use the mark. A 'mark' may consist of a device, brand, heading, label, ticket, name signature, word, letter, numeral, shape of goods, packaging or combination of colors or any combination thereof. Section 18 of the Trademarks Act requires that any person claiming to be the proprietor of a trade mark used or proposed to be used by him, must apply for registration in writing to the registrar of trademarks. The trademark, once applied for and which is accepted by the Registrar of Trademarks ("the Registrar"), is to be advertised in the trademarks journal by the Registrar. Oppositions, if any,

49


are invited and, after satisfactory adjudications of the same, a certificate of registration is issued by the Registrar. The right to use the mark can be exercised either by the registered proprietor or a registered user. The present term of registration of a trademark is 10 years, which may be renewed for similar periods on payment of a prescribed renewal fee

Other legislations applicable to the business:

Shops and Establishments legislation in State

The Company will be governed by the State Shops and Establishments legislation, as applicable, in the State. This legislation regulate the conditions of work and employment in shops and commercial establishments and generally prescribe obligations in respect of inter-alia registration, opening and closing hours, daily and weekly working hours, holidays, leave, health and safety measures and wages for overtime work.

50


FINANCIAL INDEBTEDNESS

As on the date of this Information Memorandum there is no outstanding loan or borrowing in the Company. Our Company is a debt free company.

51


STOCK MARKET DATA OF OUR EQUITY SHARES

The equity shares of the company are listed only on The Calcutta Stock Exchange Limited (CSE). The trading data of the equity shares of the Company during last three years are as under:

a. High/low price in each of the last three years:

There has been no trade in the shares of the Company during the last three years on the CSE where the shares of the Company are listed.

b. High/low price in during last six months:

There has been no trade in the shares of the Company during the last six months on any CSE where the shares of the Company are listed.

52


OUTSTANDING LITIGATIONS

• Case Pending against Company

As on the date there are no outstanding litigation matter pending against the Company.

• Case Pending against Promoter

As on the date there are no outstanding litigation matter pending against the Promoter.

• Case Pending against Directors

As on the date there are no outstanding litigation matter pending against the Directors.

• Case Pending against Group Companies

As on the date there are no outstanding litigation matter pending against the group company.

53


MAIN PROVISIONS OF ARTICLE OF ASSOCIATION

The main provisions of the Articles of Association relating to voting rights, dividend, lien, forfeiture, restrictions on transfer and transmission of Equity Shares or debentures, their consolidation or splitting are as provided below. Each provision below is numbered as per the corresponding article number in the Articles of Association and defined terms herein have the meaning given to them in the Articles of Association.

3. Subject to the provisions of these Articles and Section 81 of the Act the shares shall be under control of the Board who may allot or otherwise dispose of the same to such persons, on such terms and conditions, at such times, either at par or at a premium, and for such consideration as the Board thinks lit. Provided that, where at any time (after the expiry of two years from the for-mation of the Company or at any time after the expiry of one year from the allotment of shares in the Company made for the fir si time after its formation, whichever is earlier) it is proposed to increase the subscribed capital of the Company by the allotment of further shares, subject to the provisions of Section 81 (1A) of the Act, the Board shall issue such shares in the manner set out in Section 81 (1) of the Act.

The Debentures stocks, bonds or other securities with the Right to Allotment of or conversion in to shares shall not be issued except with the sanction of the Company in General Meeting.

6. 1) No fee shall be charged for :(a)Registration of Transfer of Shares and Debenture.(b)Sub-division and consolidation of shares and Debenture certificates and for sub-division of letters of allotment and Pucca Transfer Receipts into denominations, corresponding to the market units of trading in a stock exchange.(c) Sub-division of renounceable letters of Right,(d) Issue of new certificates in replacement of those which arc old, decrepit or worn out or where the cages on the reverse for recor-ding transfers have been fully utilised.

11. If any member fails to pay any call or installment of a call on or before the day appointed forthe payment of the same the Board may at any time thereafter during such time as the call or installment remains unpaid, serve a notice on such member requiring him to pay the same, together with any interest that may have accrued and all expenses that may havebeen incurred by the Company by reason of such non-payment.

13. Any share to forfeited shall be deemed to be the property of the Company, and the Board may sell, reallot or otherwise dispose of the same in such manner as it thinks tit.

17. Save as provided in Section 108 of the Act, no transfer of a share shall be registered unless a proper instrument of transfer duly stamped and exfecuted by or on behalf of the transferor for and by or on behalf of the transferee has been delivered to the Company together with the certificate or, if no such certificate is iu existence, the Letter of Allotment of the share. Each signature (o such transfer shall be duly attested by the signature of one credible witness who shall add his address and occupation.

19. The instrument of transfer shall be in the form prescribed by the Act or the Rules made thereunder or where no such form is prescribed in the usual common form or any other form approved by the stock exchanges in India or as near thereto as circumstances will admit.

21. The Company in general meeting may, from time to time, increase the capital by the creation of new shares of such amount as may be deemed expedient.

25. The Board may, from time to (time, at its discretion, subject to the provisions of Sections 292, 293 and 370 of the Act, raise or borrow from the Directors or from elsewhere and secure the payment of any sum or sums of money for the purposes of the Company ; provided that the Board shall not, without the sanction of the Company in general meeting,

54


borrow any sum of money which together with moneys already borrowed by the Company (apart from temporary loans obtained from Company's bankers in the ordinary course of business) will exceed the aggregate for the time being of the paid-up capital of the Company and its free reserves, that is to say, reserves not set aside for anr specific purpose.

26. The Board may raise or secure the repayment of such sum and sums in such manner and upon such terms and conditions in all respect as it thinks fit, and in particular, by the issue of bonds, perpetual or redeemable, debenture or debenture-stock or any mortgage, or other tangible security on the undertaking of the whole or any part of the property of the Company (both present and future), but shall not create a charge on its uncalled capital for the time being without the sanction of the Company in the General Meeting.

55. Subject to the provisions of the Act, the control of the Company shall be vested in the Board who shall be entitled to exercise all such powers, and to do all such acts and things as the Company is authorised to exercise so: Provided that the Board shall not exercise any power or do any act or thing which is directed or required* whether by the Act or any other statute or by the Memorandum of the Company or by these Articles or other-wise, to be exercised or done by the Company in General Meeting, Provided further that in exercising any such power or doing any such act or thing* the Board shall be subject to the provisions in that behalf contained in the Act or any other statute or in the Memorandum of the Company or in these Articles, or any regulations not inconsistent therewith apd duly made thereunder, including regulations made by the Company in General Meeting, but no regula-tions made by the Company io General Meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made.

55


DECLARATION

All relevant provisions of the Companies Act, 2013, and the guidelines issued by the Government of India or the regulations issued by Securities and Exchange Board of India, applicable, as the case may be, have been complied with and no statement made in this Information Memorandum is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or the rules made thereunder or regulations issued, as the case may be. We further certify that all the statements in this Information Memorandum are true and correct.

On behalf of our Board of Directors

Date: April 26, 2016 Place: Kolkata

56

MAYURBHANJ TRADES & AGENCIES LIMITED

Documents

Transcript of MAYURBHANJ TRADES & AGENCIES LIMITED