Prospectus

Dated: March 27, 2017

Please read section 26 of Companies Act, 2013
100% Fixed Price Issue

M K PROTEINS LIMITED
Our Company was incorporated as M K Proteins Private Limited under the provisions of the Companies Act, 1956 vide certificate of incorporation dated June
15, 2012. Subsequently, our Company was converted into public limited company and the name of our Company was changed to “M K Proteins Limited”
pursuant to shareholder’s resolution dated January 20, 2017 and vide fresh certificate of incorporation dated February 08, 2017. The Corporate Identification
Number of our Company is U15500HR2012PLC046239. For further details please refer to chapter titled ‘Our History and Certain Other Corporate Matters’
beginning on page 115 of this Prospectus.
Registered Office: Naraingarh Road, Vill. Garnala Ambala City, Haryana -134003, Tel No: +91 171 2679157, 2679358;
E-mail: info@mkproteins.in; Website: www.mkproteins.in
Contact Person: Mr. Vinod Kumar, Managing Director
Promoters of our Company: Mr. Vinod Kumar, Mr. Raj Kumar, Mr. Parvind Kumar and Parmod Kumar (HUF)
THE ISSUE
PUBLIC ISSUE OF 14,62,000 EQUITY SHARES OF FACE VALUE OF Rs. 10/- EACH FULLY PAID UP OF M K PROTEINS
LIMITED (“MKP” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF Rs. 70/- PER EQUITY SHARE (THE
“ISSUE PRICE”) (INCLUDING A SHARE PREMIUM OF Rs. 60/- PER EQUITY SHARE AGGREGATING Rs. 1023.40 LAKHS (THE
“ISSUE”) BY OUR COMPANY, OF WHICH 74,000 EQUITY SHARES OF Rs. 10/- FULLY PAID UP EACH WILL BE RESERVED
FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (“MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS
THE MARKET MAKER RESERVATION PORTION i.e. ISSUE OF 13,88,000 EQUITY SHARES OF Rs. 10/- EACH FULLY PAID UP
IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 35.05% AND
33.28% RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF THE COMPANY.
THE FACE VALUE OF THE EQUITY SHARES IS Rs. 10/- EACH.
THE ISSUE PRICE IS RS. 70/- THE ISSUE PRICE IS 7.00 TIMES THE FACE VALUE.
THIS ISSUE IS BEING IN TERMS OF CHAPTER XB OF THE SEBI (ICDR) REGULATIONS, 2009 (AS AMENDED FROM TIME TO
TIME)
For further details please refer to “Section VII - Issue Information” beginning on page 239 of this Prospectus.
All potential investors shall participate in the Issue through Application Supported by Blocked Amount (“ASBA”) process providing details about
the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) for the same. For details in this regard, specific attention
is invited to “Issue Procedure” on page 245 of this Prospectus.
RISK IN RELATION TO THE FIRST ISSUE
This being the first issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value
of the Equity Shares is Rs. 10/- and the Issue Price is 7.00 times of the face value. The Issue Price (as determined and justified by the Company and
the Lead Manager as stated under chapter titled “Basis for Issue Price” beginning on page 86 of this Prospectus) should not be taken to be indicative
of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in
the Equity Shares of our Company or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue 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 this
Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved.
The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does
SEBI guarantee the accuracy or adequacy of this Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” on page
21 of this Prospectus.
COMPANY’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with
regard to our Company and the Issue, which is material in the context of this Issue; that the information contained in this Prospectus 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 Prospectus as a whole or any of such information or the expression of any such
opinions or intentions misleading in any material respect.
LISTING
The Equity Shares offered through this Prospectus are proposed to be listed on the NSE Emerge Platform. Our Company has received in-principal
approval vide letter dated March 17, 2017 from NSE for using its name in this offer document for listing of our Equity Shares on the NSE Emerge
Platform. For the purpose of this Issue, the Designated Stock Exchange will be the National Stock Exchange of India Limited (“NSE”).
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE
SARTHI CAPITAL ADVISORS PRIVATE BIGSHARE SERVICES PRIVATE LIMITED
LIMITED E-2, Ansa Industrial Estate, Sakivihar Road,
Unit No. 411, 4th Floor, Pratap Bhawan, Sakinaka, Andheri (East), Mumbai- 400072,
5, Bahadurshah Zafar Marg, Maharashtra
New Delhi – 110002 Tel: (022) 40430200
Tel: (011) 23739425/26/27 Fax: (022) 28475207
Fax: (011) 23739424 E-mail: ipo@bigshareonline.com
Investor Grievance Email: ipo@sarthiwm.in Website: www.bigshareonline.com
Website: www.sarthi.in Contact Person: Mr. Jibu John
Contact Person: Mr. Anand Lakhotia SEBI Registration No.: INR000001385
SEBI Registration No.: INM000012011
ISSUE PROGRAMME
ISSUE OPENS ON: MARCH 31, 2017 ISSUE CLOSES ON: APRIL 07, 2017
 CONTENTS

SECTION I – GENERAL……………………………………………………………………………… 3
DEFINITIONS AND ABBREVIATIONS………………………………………………………………. 3
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA…………………………… 18
FORWARD - LOOKING STATEMENTS……………………………………………………………… 20
SECTION II - RISK FACTORS………………………………………………………………………. 21
SECTION III – INTRODUCTION…………………………………………………………………… 37
SUMMARY OF OUR INDUSTRY……………………………………………………………………... 37
SUMMARY OF OUR BUSINESS………………………………………………………………………. 40
SUMMARY FINANCIAL STATEMENTS……………………………………………………………... 42
THE ISSUE………………………………………………………………………………………………. 47
GENERAL INFORMATION……………………………………………………………………………. 48
CAPITAL STRUCTURE………………………………………………………………………………… 56
OBJECTS OF THE ISSUE……………………………………………………………………………… 82
BASIS FOR ISSUE PRICE……………………………………………………………………………… 86
STATEMENT OF TAX BENEFITS…………………………………………………………………… 89
SECTION IV – ABOUT THE COMPANY…………………………………………………………… 91
OUR INDUSTRY………………………………………………………………………………………... 91
OUR BUSINESS………………………………………………………………………………………… 97
KEY INDUSTRY REGULATION AND POLICIES…………………………………………………… 108
OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS………………………………... 115
OUR MANAGEMENT…………………………………………………………………………………. 119
OUR PROMOTER AND PROMOTER GROUP……………………………………………………… 134
OUR GROUP ENTITIES………………………………………………………………………………... 139
RELATED PARTY TRANSACTIONS…………………………………………………………………. 156
DIVIDEND POLICY……………………………………………………………………………………. 157
SECTION V – FINANCIAL INFORMATION……………………………………………………… 158
FINANCIAL STATEMENT, AS RESTATED…………………………………………………………. 158
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 212
RESULTS OF OPERATIONS………………………………………………………………………
SECTION VI – LEGAL AND OTHER INFORMATION…………………………………………... 221
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS……………………………. 221
GOVERNMENT AND OTHER STATUTORY APPROVALS………………………………………… 226
OTHER REGULATORY AND STATUTORY DISCLOSURES………………………………………. 229
SECTION VII – ISSUE INFORMATION……………………………………………………………. 239
TERMS OF THE ISSUE………………………………………………………………………………… 239
ISSUE STRUCTURE……………………………………………………………………………………. 243
ISSUE PROCEDURE……………………………………………………………………………………. 245
RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES…………………………… 264
SECTION VIII – MAIN PROVISION OF ARTICLES OF ASSOCIATION……………………… 265
SECTION IX – OTHER INFORMATION…………………………………………………………… 342
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION………………………………... 342
DECLARATION…………………………………………………………………………………………. 344

1
The Equity Shares have not been and will not be registered under the U.S Securities Act of 1933, as amended
(U.S. Securities Act) or any state securities laws in the United States and may not be offered or sold within the
United States or to, or for the account or benefit of, ―U.S. Persons (as defined in Regulation S), except pursuant
to exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities laws.
Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore transaction
in reliance on Regulation S under the U.S Securities Act and the applicable laws of the jurisdiction where those
offers and sale occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and application may not be made by persons in any such jurisdiction,
except in compliance with the applicable laws of such jurisdiction.

2
 SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

In this Prospectus, unless the context otherwise requires, the terms and abbreviations stated hereunder shall have
the meanings as assigned therewith.
Company Related Terms

Term Description

Articles or Articles of Association or The articles of association of our Company, as amended from time to
AOA time

The auditor of our Company, being Jayant Bansal & Co., Chartered
Auditor or Statutory Auditor Accountants having their office at 320, Mahesh Nagar, Ambala Cantt.-
133001

Such banks which are disclosed as Bankers to our Company in the

Bankers to our Company Chapter titled “General Information” beginning on page 48 of this
Prospectus.

“Board” or “Board of Directors” or The Board of Directors of our Company, as duly constituted from time
“our Board” to time, or committee(s) thereof.

Company Secretary and Compliance

Ms. Shipra Anand
Officer

Director(s) The Director(s) of our Company, unless otherwise specified.

Equity Shares Equity Shares of our Company of face value of Rs. 10/- each.

Equity Shareholders Persons/Entities holding equity shares of our Company.

Includes those companies, firms and ventures promoted by our

Promoters, irrespective of whether such entities are covered under the
Group Companies
Companies Act, 2013 and disclosed in the chapter titled “Our Group
Entities” beginning on page 139 of this Prospectus.

“M K Proteins Limited.”, or “MKP”,

M K Proteins Limited, a public limited company incorporated under
or “the Company”, or “our Company”
the provisions of the Companies Act, 1956.
or “we”, “us”, or “our” and the “Issuer
Company”

Memorandum of Association or The memorandum of association of our Company, as amended from

Memorandum or MOA time to time.

Promoters of our company being Mr. Vinod Kumar, Mr. Parvind

“Promoters” or “Our Promoters”
Kumar, Mr. Raj Kumar and Parmod Kumar (HUF)

3
 Includes such persons and entities constituting our promoter group in
terms of Regulation 2(zb) of the SEBI (ICDR) Regulations and a list
Promoter Group
of which is provided in the chapter titled “Our Promoters and Promoter
Group” beginning on page 134 of this Prospectus.

The peer review auditor of our Company, being RPMD & Associates,
Peer Review Auditor Chartered Accountants having their office at AB-17, Ist Floor,
Shalimar Bagh, New Delhi- 110088.

The Registered Office of our Company is located at Naraingarh Road,

Registered Office
Vill. Garnala Ambala City-134003, Haryana.

Registrar of Companies, National Capital Territory of Delhi &

RoC
Haryana

4
Issue Related Terms

Term Description

Allocation / Allocation of The Allocation of Equity Shares of our Company pursuant to Fresh Issue of
Equity Shares Equity Shares to the successful Applicants.

Issue an allotment of Equity Shares of our Company pursuant to Fresh Issue of

Allotment/ Allot/ Allotted
the Equity Shares to the successful Applicants.

Allottee(s) Successful Applicants to whom Equity Shares of our Company shall be allotted.

Any prospective investor who makes an application for Equity Shares of our
Applicant
Company in terms of this Prospectus.

The amount at which the Applicant makes an application for Equity Shares of
Application Amount
our Company in terms of this Prospectus.

The Form in terms of which the prospective investors shall apply for our Equity
Application Form
Shares in the Issue.

ASBA/ Application Applications Supported by Blocked Amount (ASBA) means an application for
Supported by Blocked Subscribing to the Issue containing an authorization to block the application
Amount. money in a bank account maintained with SCSB.

Account maintained with SCSBs which will be blocked by such SCSBs to the
ASBA Account
extent of the Application Amount.

Locations at which ASBA Applications can be uploaded by the SCSBs, namely

ASBA Application
Mumbai, New Delhi, Chennai, Kolkata, Ahmedabad, Rajkot, Bangalore,
Location(s)/ Specified Cities
Hyderabad, Pune, Baroda and Surat.

ASBA Investor/ASBA Any prospective investor(s)/applicants(s) in this Issue who apply(ies) through
applicant the ASBA process.

The banks which are clearing members and registered with SEBI as Banker to
Banker(s) to the Issue(s)/
an Issue with whom the Public Issue Account is opened and in this case being
Public Issue Bank.
Axis Bank Limited

The basis on which Equity Shares will be Allotted to the successful Applicants
Basis of Allotment under the Issue and which is described under chapter titled “Issue Procedure”
beginning on page 245 of this Prospectus.

Such branch of the SCSBs which coordinate Applications under this Issue by
the ASBA Applicants with the Registrar to the Issue and the Stock Exchanges
Controlling Branch
and a list of which is available at http://www.sebi.gov.in, or at such other
website as may be prescribed by SEBI from time to time.

Demographic Details The demographic details of the Applicants such as their address, PAN,
occupation and bank account details.

Depository Participant A Depository Participant as defined under the Depositories Act, 1996

5
 Term Description

Such branches of the SCSBs which shall collect the ASBA Forms from the
Designated Branches ASBA Applicants and a list of which is available at www.sebi.gov.in, or at such
other website as may be prescribed by SEBI from time to time.

The date on which the amount blocked by the SCSBs is transferred from the
ASBA Account to the Public Issue Account or the Refund Account, as
Designated Date
appropriate, after the Issue is closed, following which the Equity Shares shall
be allotted/credited to the successful Applicants.

Designated Stock Exchange National Stock Exchange of India Limited (Emerge Platform)

The Prospectus issued in accordance with Section 26 of the Companies Act,

Prospectus
2013 and filed with the NSE under SEBI (ICDR) Regulations.

NRIs from jurisdictions outside India where it is not unlawful to make an issue
Eligible NRIs or invitation under the Issue and in relation to whom this Prospectus constitutes
an invitation to subscribe to the Equity Shares offered herein.

The Emerge Platform of NSE for listing of Equity Shares offered under Chapter
Emerge Platform of NSE XB of the SEBI (ICDR) Regulations which was approved by SEBI as an NSE
Emerge on October 14, 2011.

Public Issue Account Agreement entered into by our Company, the Registrar to the Issue, the Lead
Agreement Manager, and the Banker to the Issue for collection of the Application Amounts.

The Applicant whose name appears first in the Application Form or Revision
First/ Sole Applicant
Form

Issue/ Issue Size/ Initial Public Issue of 14,62,000 Equity Shares of face value of Rs. 10/- each fully paid
Public Issue/ Initial Public of M K Proteins Limited for cash at a price of Rs. 70/- per Equity Share
Offer/ Initial Public Offering/ (including a premium of Rs. 60/- per Equity Share) aggregating Rs. 1023.40
IPO lakhs.

The agreement dated February 20, 2017 between our Company and the Lead
Issue Agreement Manager, pursuant to which certain arrangements are agreed to in relation to the
Issue.

Issue Closing Date The date on which Issue closes for subscription

Issue Opening Date The date on which Issue opens for subscription

The period between the Issue Opening Date and the Issue Closing Date inclusive
Issue Period of both the days during which prospective Investors may submit their
application

The price at which the Equity Shares are being issued by our Company under
Issue Price this Prospectus being Rs. 70/- per Equity Share of face value of Rs.10/- each
fully paid.

6
 Term Description

Proceeds from the fresh Issue that will be available to our Company, being Rs.
Issue Proceeds
1023.40 lakhs.

Listing Agreement The Equity Listing Agreement to be signed between our Company and the NSE.

Lead Manager to the Issue in this case being Sarthi Capital Advisors Private
Lead Manager/ LM
Limited, SEBI Registered Category I Merchant Banker.

Market Making Agreement dated February 20, 2017 between our Company,
Market Making Agreement
LM and Market Maker.

Market Maker appointed by our Company from time to time, in this case being
Choice Equity Broking Private Limited, who has agreed to receive or deliver
Market Maker the specified securities in the market making process for a period of three years
from the date of listing of our Equity Shares or for any other period as may be
notified by SEBI from time to time.

The Reserved Portion of 74,000 Equity Shares of face value of Rs. 10/- each
Market Maker Reservation
fully paid for cash at a price of Rs. 70/- per Equity Share aggregating Rs. 51.80
Portion
lakhs for the Market Maker in this Issue.

A mutual fund registered with SEBI under the SEBI (Mutual Funds)
Mutual Fund(s)
Regulations, 1996, as amended from time to time.

National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated

NIF
November 23, 2005 of Government of India published in the Gazette of India.

The Issue excluding the Market Maker Reservation Portion of 13,88,000 Equity
Net Issue Shares of face value of Rs. 10/- each fully paid for cash at a price of Rs. 70/-
Equity Share aggregating Rs. 971.60 lakhs by our Company.

The Issue Proceeds, less the Issue related expenses, received by the Company.
For further information about use of the Issue Proceeds and the Issue expenses,
Net Proceeds
please refer to the chapter titled “Objects of the Issue” beginning on page 82 of
this Prospectus.

All Applicants that are not Qualified Institutional Buyers or Retail Individual
Non Institutional Investors Investors and who have Applied for Equity Shares for an amount more than Rs.
2,00,000.

A company, partnership, society or other corporate body owned directly or

indirectly to the extent of at least 60% by NRIs, including overseas trusts in
OCB/Overseas Corporate which not less than 60% of beneficial interest is irrevocably held by NRIs
Body directly or indirectly as defined under the Foreign Exchange Management
(Deposit) Regulations, 2000, as amended from time to time. OCBs are not
allowed to invest in this Issue.

Payment through electronic

Payment through NECS, NEFT or Direct Credit, as applicable.
transfer of funds

7
 Term Description

Any individual, sole proprietorship, unincorporated association, unincorporated

organization, body corporate, corporation, company, partnership, limited
Person/Persons liability company, joint venture, or trust or any other entity or organization
validly constituted and/or incorporated in the jurisdiction in which it exists and
operates, as the context requires.

The Prospectus to be filed with RoC containing, interalia, the issue opening and
Prospectus
closing dates and other information.

Account opened with the Banker to the Issue/ Public Issue Bank i.e. Axis Bank
Public Issue Account Limited by our Company to receive monies from the SCSBs from the bank
accounts of the ASBA Applicants, in each case on the Designated Date.

QIBs, as defined under the SEBI ICDR Regulations, including public financial
institutions as specified in Section 2(72) of the Companies Act, 2013 scheduled
commercial banks, mutual fund registered with SEBI, FII and sub-account
(other than a sub-account which is a foreign corporate or foreign individual)
registered with SEBI, multilateral and bilateral development financial
Qualified Institutional institution, venture capital fund registered with SEBI, foreign venture capital
Buyers or QIBs investor registered with SEBI, state industrial development corporation,
insurance company registered with Insurance Regulatory and Development
Authority, provident fund with minimum corpus of Rs. 2,500 lakhs, pension
fund with minimum corpus of Rs. 2,500 lakhs, NIF, insurance funds set up and
managed by army, navy or air force of the Union of India and insurance funds
set up and managed by the Department of Posts, India.

Account(s) to which Application monies to be refunded to the Applicants shall

Refund Account (s) be transferred from the Public Issue Account in case listing of Equity Shares
does not occur.

Bank(s) which is / are clearing member(s) and registered with the SEBI as
Refund Bank(s) / Refund Bankers to the Issue at which the Refund Accounts will be opened Account in
Banker(s) case listing of Equity Shares does not occur, in this case being Axis Bank
Limited.

Registrar to the Issue, in this case being Bigshare Services Private Limited
Registrar /Registrar to the
having registered office at E-2, Ansa Industrial Estate, Sakivihar Road,
Issue
Sakinaka, Andheri (East), Mumbai- 400072, Maharashtra.

Individual Applicants, or minors applying through their natural guardians,

Retail Individual Investor including HUFs (applying through their Karta) and ASBA Applicants, who
apply for an amount less than or equal to Rs. 2,00,000.

The form used by the Applicants to modify the quantity of Equity Shares in any
Revision Form
of their Application Forms or any previous Revision Form(s).

8
 Shall mean a Banker to an Issue registered under SEBI (Bankers to an Issue)
Regulations, 1994, as amended from time to time, and which offer the service
SCSB/ Self Certified of making Application/s Supported by Blocked Amount including blocking of
Syndicate Banker. bank account and a list of which is available on
http://www.sebi.gov.in/cms/sebi_data/attachdocs/1480483399603.html, or at
such other website as may be prescribed by SEBI from time to time.

Underwriter Sarthi Capital Advisors Private Limited

The agreement dated February 20, 2017 entered into between the Underwriter
Underwriting Agreement
and our Company.

Unless the context otherwise requires:

Working Day Working Days shall be all trading days of stock exchange excluding Sundays
and bank holidays in accordance with the SEBI circular no.
SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016.

9
Technical and Industry Terms

Term Description

B2B Model Business to Business Model

Process of removal of color and oxidizing bodies, residual gums, soap and
Bleaching
trace metals from the oil

Degumming Process of removal of phosphorus and other complex colloidal compounds

Deodorizing Process of removing odors and flavors from the oil

DFA Distilled Fatty Acid

DG Set Diesel Generator Set

Edible oil A liquid fat that is capable of being eaten as a food or food accessory

FFA Free Fatty Acids

FSSAI Standards The Food Safety and Standards Act, 2006

Process of removal of Free Fatty Acids (FFA) that are responsible for oil
Neutralization
acidity

NHP Non-Hydratable Phospholipids

PA Phosphatidic Acid

pH Potential of Hydrogen

TPD Tonnes per day

10
Conventional and General Terms/ Abbreviations

Term Description

A/c Account

The Companies Act, 1956 and amendments thereto including provisions of

Act
Companies Act 2013, wherever notified.

AGM Annual General Meeting

AMC Annual Maintenance Contract

Articles of Association of the Company as originally framed or as altered from

Articles
time to time in pursuance of any previous companies’ law or of this Act.

Accounting Standards as issued by the Institute of Chartered Accountants of

AS
India.

A.Y. Assessment Year

ASBA Applications Supported by Blocked Amount

B.A Bachelor of Arts

B.Com Bachelor’s Degree in Commerce

BIFR Board for Industrial and Financial Reconstruction

BL Block Level

NSE National Stock Exchange of India Limited

CAGR Compounded Annual Growth Rate

CDSL Central Depository Services (India) Limited

CESTAT Customs, Excise and Service Tax Appellate Tribunal

CENVAT Central Value Added Tax

CIN Corporate Identification Number

CMMI Capability Maturity Model Integration

Companies Act, 1956 as amended from time to time, including sections of

Companies Act
Companies Act, 2013 wherever notified by the Central Government.

CSO Central Statistical Organization

11
 NSDL and CDSL; Depositories registered with the SEBI under the Securities
Depositories and Exchange Board of India (Depositories and Participants) Regulations,
1996, as amended from time to time.

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

DIN Director Identification Number

DP Depository Participant

DP ID Depository Participant’s Identity

DB Designated Branch

Earnings before Interest, Depreciation, Tax, Amortization and Extraordinary

EBIDTA
items.

ECS Electronic Clearing Services

EGM Extraordinary General Meeting

ESIC Employee State Insurance Corporation

ESOP Employee Stock Option Plan

EPS Earnings per Share

FDI Foreign Direct Investment

FCNR Account Foreign Currency Non Resident Account

Foreign Exchange Management Act, 1999 as amended from time to time and
FEMA
the regulations framed there under.

FEMA (Transfer or Issue of Security by Person Resident Outside India)

FEMA Regulations
Regulations, 2000 and amendments thereto.

FII(s) Foreign Institutional Investors

FIs Financial Institutions

The Foreign Investment Promotion Board, Ministry of Finance, Government

FIPB
of India.

“Foreign Portfolio Investor” means a person who satisfies the eligibility

criteria prescribed under regulation 4 and has been registered under Chapter II
FPI/ Foreign Portfolio
of Securities and Exchange Board of India (Foreign Portfolio Investors)
Investors
Regulations, 2014, which shall be deemed to be an intermediary in terms of
the provisions of the SEBI Act, 1992.

FV Face Value

12
 Foreign Venture Capital Investor registered under the Securities and Exchange
FVCI
Board of India (Foreign Venture Capital Investor) Regulations, 2000.

F.Y Financial Year

GAAP Generally Accepted Accounting Principles

GDP Gross Domestic Product

GID General Information Document

GOI Government of India.

HNI High Networth Individual

HUF Hindu Undivided Family

ICDR Regulations/ SEBI

SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 as
Regulations/ SEBI (ICDR)
amended from time to time.
Regulations

Indian GAAP Generally accepted accounting principles in India.

ICAI Institute of Chartered Accountants of India

ICSI Institute of Company Secretaries of India

IFRS International financial reporting standards.

Ind AS Indian Accounting Standards

IPC Indian Penal Code

IPO Initial Public Offering

IPR Intellectual Property Right

ISIN International Securities Identification Number

IT Information Technology

The Income-Tax Act, 1961 as amended from time to time except as stated
IT Act
otherwise.

IT Rules The Income-Tax Rules, 1962, as amended from time to time

INR Indian National Rupee

JV Joint venture

The officers declared as a Key Managerial Personnel and as mentioned in the

KMP
chapter titled “Our Management” beginning on page 119 of this Prospectus.

13
LRO Land Reforms Officer

Ltd. Limited

MBA Master in Business Administration

M.Com Master of Commerce

MD Managing Director

MoU Memorandum of Understanding

MNC Multinational Corporation

N/A or NA Not Applicable

NAV Net Asset Value

NECS National Electronic Clearing Services

NEFT National Electronic Fund Transfer

The aggregate of the paid-up share capital, share premium account, and
reserves and surplus (excluding revaluation reserve) as reduced by the
Net Worth
aggregate of miscellaneous expenditure (to the extent not adjusted or written
off) and the debit balance of the profit and loss account.

NOC No Objection Certificate

NPV Net Present Value

NR Non Resident

NRE Account Non Resident External Account

Non Resident Indian, is a person resident outside India, who is a citizen of

India or a person of Indian origin and shall have the same meaning as ascribed
NRI
to such term in the Foreign Exchange Management (Deposit) Regulations,
2000, as amended from time to time.

NRO Account Non Resident Ordinary Account

NSDL National Securities Depository Limited.

OS Operating System

p.a. Per Annum

PAN Permanent Account Number

PAT Profit After Tax

14
Pvt. Private

PBT Profit Before Tax

P/E Ratio Price Earnings Ratio

POA Power of Attorney

PIO Persons of Indian Origin

QIB Qualified Institutional Buyer

RBI Reserve Bank of India

RBI Act The Reserve Bank of India Act, 1934, as amended from time to time

Ron Return on Net Worth.

Rs. / INR Indian Rupees

RTGS Real Time Gross Settlement

SCRA Securities Contracts (Regulation) Act, 1956

SCRR Securities Contracts (Regulation) Rules, 1957

SCSB Self-Certified Syndicate Bank

SEBI Securities and Exchange Board of India.

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

Securities and Exchange Board of India (Depositories and Participants)

SEBI Depository Regulations
Regulations, 1996.

Securities and Exchange Board of India (Issue of Capital and Disclosure

SEBI Regulations
Requirements) Regulations, 2009

Securities and Exchange Board of India (Listing Obligations and Disclosure

SEBI Listing Regulations
Requirements) Regulations, 2015

SEBI Insider Trading The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended
Regulations from time to time, including instructions and clarifications issued by SEBI
from time to time.

SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
/Takeover Regulations / Takeovers) Regulations, 2011, as amended from time to time, including
Takeover Code instructions and clarifications issued by SEBI from time to time.

Sec. Section

15
 Sick Industrial Companies (Special Provisions) Act, 1985, as amended from
SICA
time to time.

SME Small Medium Enterprise

SSI Undertaking Small Scale Industrial Undertaking

Stock Exchange (s) NSE

Sq. Square

Sq. mtr Square Meter

SWOT Analysis of strengths, weaknesses, opportunities and threats

TAN Tax Deduction Account Number

TRS Transaction Registration Slip

TIN Taxpayers Identification Number

TNW Total Net Worth

u/s Under Section

UIN Unique Identification Number

US/ U.S. / USA United States of America

USD or US$ United States Dollar

U.S. GAAP Generally accepted accounting principles in the United States of America

UOI Union of India

Venture capital funds as defined and registered with SEBI under the Securities
Venture Capital Fund(s)/
and Exchange Board of India (Venture Capital Fund) Regulations, 1996, as
VCF(s)
amended from time to time.

WDV Written Down Value

w.e.f. With effect from

YoY Year over Year

16
Notwithstanding the following: -

(i) In the section titled ‘Main Provisions of the Articles of Association’ beginning on page 265 of this
Prospectus, defined terms shall have the meaning given to such terms in that section;

(ii) In the section titled ‘Financial Statements’ beginning on page 158 of this Prospectus, defined terms shall
have the meaning given to such terms in that section;

(iii) In the chapter titled “Statement of Possible Tax Benefits” beginning on page 89 of this Prospectus,
defined terms shall have the meaning given to such terms in that chapter

17
 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
All references to “India” are to the Republic of India and all references to the “Government” are to the Government
of India.
FINANCIAL DATA
Unless stated otherwise, the financial data included in this Prospectus are extracted from the restated financial
statements of our Company, prepared in accordance with the applicable provisions of the Companies Act and
Indian GAAP and restated in accordance with SEBI (ICDR) Regulations, as stated in the report of our Peer
Reviewed Auditor, set out in the section titled ‘Financial Statements’ beginning on page 158 this Prospectus. Our
restated financial statements are derived from our audited financial statements prepared in accordance with Indian
GAAP and the Companies Act, and have been restated in accordance with the SEBI (ICDR) Regulations.
Our fiscal year commences on 1st April of each year and ends on 31st March of the next year. All references to a
particular fiscal year are to the 12 month period ended 31st March of that year. In this Prospectus, 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.
There are significant differences between Indian GAAP, IFRS and US GAAP. The Company has not attempted
to quantify their impact on the financial data included herein and urges you to consult your own advisors regarding
such differences and their impact on the Company’s financial data. Accordingly, to what extent, the financial
statements included in this Prospectus will provide meaningful information is entirely dependent on the reader’s
level of familiarity with Indian accounting practices / Indian GAAP. Any reliance by persons not familiar with
Indian accounting practices on the financial disclosures presented in this Prospectus should accordingly be limited.
Any percentage amounts, as set forth in “Risk Factors”, “Our Business”, “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and elsewhere in this Prospectus unless otherwise indicated,
have been calculated on the basis of the Company’s restated financial statements prepared in accordance with the
applicable provisions of the Companies Act and Indian GAAP and restated in accordance with SEBI (ICDR)
Regulations, as stated in the report of our Peer Review Auditor, set out in the section titled ‘Financial Statements’
beginning on page 158 of this Prospectus.
CURRENCY OF PRESENTATION
In this Prospectus, references to “Rupees” or “Rs.” or “INR” are to Indian Rupees, the official currency of the
Republic of India. All references to “$”, “US$”, “USD”, “U.S. $” or “U.S. Dollars” are to United States Dollars,
the official currency of the United States of America.
All references to ‘million’ / ‘Million’ / ‘Mn’ refer to one million, which is equivalent to ‘ten lacs’ or ‘ten lakhs’,
the word ‘Lacs / Lakhs / Lac’ means ‘one hundred thousand’ and ‘Crore’ means ‘ten millions’ and ‘billion / bn./
Billions’ means ‘one hundred crores’.
INDUSTRY & MARKET DATA
Unless otherwise stated, Industry & Market data used throughout this Prospectus have been obtained from Indian
Brand Equity Foundation (IBEF), Ministry of Statistics and Program Implementation (MOSPI), Reserve Bank of
India, Ministry of Agriculture & Farmers Welfare, Department of Food & Public Distribution, The Solvent
Extractors Association of India etc. Industry publications generally state that the information contained in those
publications has been obtained from sources believed to be reliable but their accuracy and completeness are not
guaranteed and their reliability cannot be assured. Although we believe that industry data used in this Prospectus
is reliable, it has not been independently verified. Similarly, internal Company reports, while believed by us to be
reliable, have not been verified by any independent sources.

18
Further the extent to which the market and industry data presented in this Prospectus is meaningful depends on
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 our business, and methodologies and
assumptions may vary widely among different industry sources.

19
 FORWARD-LOOKING STATEMENTS
This Prospectus contains certain “forward-looking statements”. These forward looking statements can generally
be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”,
“objective”, “plan”, “project”, “shall”, “will”, “will continue”, “will pursue” or other words or phrases of similar
meaning. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking
statements. All forward looking statements are subject to risks, uncertainties and assumptions about us that could
cause actual results and property valuations 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:
• Disruption in supply and increase in prices of Raw Materials.
• Increased competition in Edible Oil Industry;
• Factors affecting Edible Oil Industry
• Fluctuations in operating costs;
• Changes in laws and regulations relating to the sectors/areas in which we operate;
• Our ability to meet our capital expenditure requirements;
• Our ability to meet our working capital requirements;
• Conflict of Interest with affiliated companies, the promoter group and other related parties; and
• General economic and business conditions in the markets in which we operate and in the local, regional,
national and international economies;
• The occurrence of natural disasters or calamities;
For a further discussion of factors that could cause our actual results to differ, refer to section titled “Risk Factors”
and chapter titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on pages 21 and 212 respectively of this Prospectus. By their nature, certain market risk disclosures are
only estimates and could be materially different from what actually occurs in the future. As a result, actual future
gains or losses could materially differ from those that have been estimated.
Future looking statements speak only as of the date of this Prospectus. Neither we, our Directors, Underwriter,
Merchant Banker nor any of their respective affiliates have any obligation to update or otherwise revise any
statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events,
even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, the LM and
our Company will ensure that investors in India are informed of material developments until the grant of listing
and trading permission by the Stock Exchange for the equity shares allotted pursuant to this issue.

20
 SECTION II – RISK FACTORS

An investment in Equity Shares involves a high degree of risk. Prospective investors should carefully consider all
the information in this Prospectus, including the risks and uncertainties described below, before making an
investment in our Equity Shares. In making an investment decision prospective investors must rely on their own
examination of our Company and the terms of this offer including the merits and risks involved. Any potential
investor in, and subscriber of, the Equity Shares should also pay particular attention to the fact that we are
governed in India by a legal and regulatory environment in which some material respects may be different from
that which prevails in other countries. The risks and uncertainties described in this section are not the only risks
and uncertainties we currently face. Additional risks and uncertainties not known to us or that we currently deem
immaterial may also have an adverse effect on our business. If any of the following risks, or other risks that are
not currently known or are now deemed immaterial, actually occur, our business, results of operations and
financial condition could suffer, the price of our Equity Shares could decline, and you may lose all or part of your
investment. Additionally, our business operations could also be affected by additional factors that are not
presently known to us or that we currently consider as immaterial to our operations.
Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify
the financial or other implications of any of the risks mentioned herein. To obtain a complete understanding, you
should read this section in conjunction with the chapters titled “Our Business” beginning on page 97, “Our
Industry” beginning on page 91 and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” beginning on page 212 respectively, of this Prospectus as well as other financial information
contained herein.
The following factors have been considered for determining the materiality of Risk Factors:

• Some events may not be material individually but may be found material collectively;
• Some events may have material impact qualitatively instead of quantitatively;
• Some events may not be material at present but may have material impact in future.

The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the
risk factors mentioned below. However, there are risk factors where the impact may not be quantifiable and hence
the same has not been disclosed in such risk factors. Unless otherwise stated, the financial information of the
Company used in this section is derived from our financial statements under Indian GAAP, as restated in this
Prospectus. Unless otherwise stated, we are not in a position to specify or quantify the financial or other risks
mentioned herein. For capitalized terms used but not defined in this chapter, refer to the chapter titled
“Definitions and Abbreviations” beginning on page 3 of this Prospectus. The numbering of the risk factors has
been done to facilitate ease of reading and reference and does not in any manner indicate the importance of one
risk factor over another.

The risk factors are classified as under for the sake of better clarity and increased understanding:

Business Risk
Internal Risk
Factors
Issue Related
Risk Factors
Risk
External Risk
Factors

21
A. INTERNAL RISK FACTORS

I. Business Risks/ Company specific Risk

1. Our Company is yet to achieve scalable operations and has limited operating history, which may make
it difficult for investors to evaluate our future prospects based on past results.
Our Company was incorporated on June 15, 2012. Given our Company’s limited operating history, we
may not have sufficient experience to address the risk frequently encountered by an early stage company,
including our ability to successfully complete our orders or maintain adequate control of our costs and
expenses. For Financial Year 2015-16, our Company achieved a capacity utilisation of 61.21% including
manufacture of by-products. Hence, the capacity remains unutilised and scalable operations are yet to be
achieved. Given the nature of the industry in which we operate, we often do not have complete
information of our competitors and there are no entry barriers, accordingly we may underestimate supply
in the market. Further, we may face risk in relation to delayed acceptance of our products due to quality.
If we are unsuccessful in addressing such risks, our business may be materially and adversely affected.
Accordingly, investors should consider our business and prospects in the light of risk, losses and
challenges that we may face as an early stage company and should not rely on our results of operations
for any prior periods as an indication of our future performance.
2. Our registered office/factory premise from where we operate is not owned by our Company.
Our registered office/factory premise is situated at Naraingarh Road, Vill. Garnala Ambala City, Haryana
-134003 which is owned by Shib Charan Dass Industries Private Limited , our Group Company. The
term of the lease started on December 06, 2016 and will expire on December 05, 2019.
Any discontinuance of such arrangement will lead us to locate to any other premises. Our inability to
identify the new premises may adversely affect the operations, finances and profitability of our Company.

3. Our Trademark is not registered under Trade Marks Act, 1999

Our Trademark is not registered under the Trade Marks Act, 1999. Our company is in
process to register the Trademark. We cannot assure you that we will be able to obtain such registration,
in case we determine to apply in the later course of time. As a result, we may be unable to prevent use of
these names or variations thereof by any other party or ensure that we will continue to have a right to use
it. We further cannot assure you that any third party will not infringe upon our trademark, logo and/or
trade name in a manner that may have a material adverse effect on our business prospects, reputation and
goodwill. If we are unable to protect our trademarks and trade-names, others may be able to use our
trademarks and trade names to compete more effectively.
4. We have to update the name of our company in all the statutory approvals and certificates due to the
conversion of our Company.
Most of our statutory approvals and certificates are in the name of M K Proteins Private Limited. Since
our company was converted into a public limited company pursuant to shareholder’s resolution dated
January 20, 2017 and fresh certificate of incorporation dated February 08, 2017 we have to update the
name M K Proteins Limited on all of the statutory approvals and certificates. We cannot ensure that we
will be able to update the said documents on timely manner.

22
5. We require certain approvals, licenses, registrations and permits to operate our business, and failure
to obtain or renew them in a timely manner or maintain the statutory and regulatory permits and
approvals required to operate our business may adversely affect our operations and financial
conditions.
We require certain statutory and regulatory permits, licenses and approvals to operate our business.
Though we believe that we have obtained those permits and licenses which are adequate to run our
business except for registration under Factories Act, 1948 for which our Company had made an
application for renewal in its own name on February 02, 2017. Further, our Certificate for use of Boiler
which had expired on January 05, 2017, for which renewal application has been made. However, it does
not affect the operations of the Company as we have timely filed the applications for renewal. There is
no assurance that there are no other statutory/regulatory requirements which we are required to comply
with. However, some of the approvals are granted for a fixed period of time and need renewal from time
to time. We are required to renew such permits, licenses and approvals. Further, certain licenses and
registrations obtained by our Company contain certain terms and conditions, which are required to be
complied with. Any default by our Company in complying with the same, may result in interalia the
cancellation of such licenses, consents, authorizations and/or registrations, which may adversely affect
our operations. There can be no assurance that the relevant authorities will issue or renew any of such
permits or approvals in time or at all. Failure to renew, maintain or obtain the required permits or
approvals in time may result in the interruption of our operations and may have a material adverse effect
on our business.
6. Our Company has a negative cash flow in the past 4 years and nine months ended December 31, 2016,
details of which are given below. Sustained negative cash flow could impact our growth and business.
Our Company had negative cash flows from our operating activities, investing activities as well as
financing activities in some of the previous year(s) as per the Restated Financial Statements and the
same are summarized as under:
Our Company had negative cash flows from our operating activities, investing activities as well as
financing activities in some of the previous year(s) as per the Audited Financial Statements and the same
are summarized as under:
(Rs. In lakhs)
As on As on March 31,
Particulars December
31, 2016 2016 2015 2014 2013
Cash Flow from/ (used in)
855.15 (207.66) 1,088.09 (526.73) (1,389.17)
Operating Activities
Cash Flow from/ (used in)
(94.38) (178.95) (48.89) (309.04) (396.24)
Investing Activities
Cash Flow from/ (used in)
(797.69) 424.19 (1,044.95) 805.92 1,823.29
Financing Activities
Cash flow of a company is a key indicator to show the extent of cash generated from operations to meet
capital expenditure, pay dividends, repay loans and make new investments without raising finance from
external resources. If we are not able to generate sufficient cash flow in future, it may adversely affect
our business and financial operations.

23
7. We have entered into certain transactions with related parties. These transactions or any future
transactions with our related parties could potentially involve conflicts of interest.
We have entered into certain transactions with related parties, our Directors and our Key Managerial
Personnel and their relatives and may continue to do so in future. The total restated purchases from
related parties amounted to Rs. 2,931.52 Lakhs, Rs. 1,858.23 Lakhs, Rs. 1,691.11 Lakhs and Rs. 2,537.75
Lakhs for nine months ended December 31, 2016, financial year ended 2015-16, 2014-15 and 2013-14
respectively. Further, total restated purchases from related parties amounted to 31.67%, 13.91%, 26.82%
and 23.59% of total purchases in the respective years. The total restated sales (including consignment
sales) made to related parties amounted to Rs. 2171.11 Lakhs, Rs. 4,153.31 Lakhs, Rs. 3,523.65 Lakhs
and Rs. 2,047.16 Lakhs for nine months ended December 31, 2016, financial year ended 2015-16, 2014-
15 and 2013-14 respectively. Further, total restated sales (including consignment sales) made to related
parties amounted to 19.56%, 28.69%, 28.58% and 16.81% of total sales in the respective years. Such a
conflict of interest may have adverse effect on our business and growth. However, we shall adopt the
necessary procedures and practices as permitted by law to address any conflict situations, as and when
they may arise. For absolute value of all transactions entered into with our related party entities please
refer to Statement of Related Party Transactions under chapter “Financial Statement” beginning on page
158 of this Prospectus. These transactions or any future transactions with our related parties could
potentially involve conflicts of interest.
8. Our Group Entities have given guarantees in relation to borrowings made by the Company from
HDFC Bank Ltd. In the event of default on the debt obligations, the personal guarantees may be
invoked thereby adversely affecting our Promoter’s, Director’s ability to manage the affairs of the
Company which may impact our business, prospects, financial condition and results of operations.
Our Company has availed Credit Facilities aggregating to Rs. 2000.00 Lakhs (both fund based and non-
fund based) from HDFC Bank Limited. Shib Charan Dass Industries Private Limited and M/s Kamla
Enterprises, our Group Entities, have provided guarantees of their Industrial Property and Residential
Property respectively to secure our existing borrowing, and may post listing continue to provide such
guarantees and other security. In case of a default under our loan agreements, any of the guarantees
provided by our Group Entities may be invoked and/ or the collateral may also be enforced, which could
negatively impact their reputation and net worth. Also, we may face certain impediments in taking
decisions in relation to our Company, which in turn would result in a material adverse effect on our
financial condition, business, results of operations and prospects and would negatively impact our
reputation. We may also not be successful in procuring alternate guarantees satisfactory to the lenders
and additional properties for mortgage, as a result may need to repay outstanding amounts under such
facilities or seek additional sources of capital, which could affect our financial condition and cash flows.
For further details regarding loans availed by our Company, please refer “Statement of Financial
Indebtness” under section titled “Financial Information of the Company” beginning on page 158 of this
Prospectus.
9. Credit Rating of the Company.
The cost and availability of capital, amongst other factors, is also dependent on credit ratings. We have
been rated by CRISIL A-/Stable dated August 22, 2016 for our Long Term Bank Facility by combining
the business and financial risk profiles of our Company, Shree Ganesh Fats Private Limited, Shivalik
Steel and Alloys Private Limited and Kamla Oleo Private Limited, our Group Companies. Ratings reflect
a rating agency’s opinion of our financial strength, operating performance, strategic position, and ability
to meet our obligations. Any downgrade of our credit ratings would increase borrowing costs and
constrain our access to capital and lending markets and, as a result, could adversely affect our business.
In addition, downgrades of our credit ratings could increase the possibility of additional terms and
conditions being added to any new or renewing financing arrangements.

24
10. We are subject to risks arising from exchange rate fluctuations.
The exchange rate between the Rupee and other currencies is variables and may continue to fluctuate in
future. Fluctuations in the exchange rates may affect the Company to the extent of cost of goods traded
in foreign currency terms. Any adverse fluctuations with respect to the exchange rate of any foreign
currency for Indian Rupees may affect the Company’s profitability, since a significant part of trading is
done in foreign currency.
11. Our Company’s failure to maintain the quality standards of the products could adversely impact our
business, results of operations and financial condition.
We have put in place strict quality control procedures but we cannot assure that our products will always
be able to satisfy our customer’s quality standards. Any negative publicity regarding our Company, or
products, including those arising from any deterioration in quality of our products from our vendors, or
any other unforeseen events could adversely affect our reputation and our operations. Introduction of
new products or for any other reason, any failure on our part to meet their expectation could adversely
affect our business, result of operations and financial condition.
12. We generally do business with our customers on purchase order basis and do not enter into long- term
contracts with them.
Our business is dependent on our continuing relationships with our customers. Our Company does not
have any long-term contract with any customer. Any change in the buying pattern of our customers or
disassociation of major customers can adversely affect the business of our Company. The loss of or
interruption of work by, a significant customer or a number of significant customers or the inability to
procure new orders on a regular basis or at all may have an adverse effect on our revenues, cash flows
and operations.
13. Our business is dependent on the availability/supply of raw materials which we source from domestic
suppliers. Any decrease in the availability of the raw materials, could adversely affect our results of
operations.
Our Company is dependent on third party suppliers for procuring our raw materials and traded goods.
Certain raw materials required for manufacturing are rice bran oil, sunflower oil, canola oil, soyabean oil
in their indigenous form, chemicals such as bleaching earth, oxalic acid, active carbon, phosphoric acid,
salt and boiler fuel such as paddy husk, toora and boiler chemicals. Traded goods procured but not
manufactured being refined rice bran non-edible oil, palm kernel oil and sunflower solvent oil. We are
exposed to fluctuations in the prices of these raw materials and traded goods as they are based on
agricultural produce in India and globally. As we typically do not enter into any long term supply
agreements with our suppliers, we have no long term rate contract with them. The cost and availability
of our raw materials and traded goods then becomes dependent upon a variety of factors like climatic
conditions, governmental regulations etc., and any significant increase in the prices of these raw materials
could adversely affect our sales and profitability.
14. Increase in costs or price of our raw materials could have an adverse effect on our Company’s sales
and profitability.
Raw materials, namely Crude Oil of sunflower, rice, soyabean etc., form the major raw materials for our
business, and represent a significant portion of our expenses. The total restated cost of raw material
consumed purchased from domestic suppliers amounted to Rs. 6,921.67 Lakhs, Rs. 10,423.62 Lakhs, Rs.
9,612.07 Lakhs and Rs. 8,709.22 Lakhs for nine months ended December 31, 2016, financial year ended
2015-16, 2014-15 and 2013-14 respectively. Further, total cost of raw material consumed purchased from
domestic suppliers amounted to 62.37%, 72.01%, 78.00% and 71.54% of the total revenue in the
respective years. Although we have established relationships with various domestic suppliers of raw
materials, any significant increase in the prices of these raw materials or decrease in the availability of

25
 the raw materials for whatever reason, including climatic change, could adversely affect our results of
operations and consequently, our sales and profitability.
15. We do not manufacture some of our products such Refined Rice Bran Non-Edible Oil, Palm Kernel
Oil and Sunflower Solvent Oil through our manufacturing facilities.
Our Company does not have its own manufacturing facility for manufacturing of Refined Rice Bran
Non-Edible Oil, Palm Kernel Oil and Sunflower Solvent Oil etc. The total purchase of traded goods
amounted to Rs. 1,542.43 Lakhs, Rs. 651.58 Lakhs, Rs. 2,170.91 Lakhs and Rs. 1,451.57 Lakhs for nine
months ended December 31, 2016, financial year ended 2015-16, 2014-15 and 2013-14 respectively.
These products are either brought out from domestic sources or imported from UAE, Malaysia, Ukraine
etc. Any decline in the quality or delay in delivery of the products by such parties may adversely affect
our operations. Further, there is no assurance that such parties will continuously provide their product
and would not cater to the demand of our competitors. Any withdrawal of products from such
manufacturers or supply of services to competitors at better rates may adversely affect our of operations
and future prospects.
16. We generate a major portion of sales from our operations in certain geographical regions especially
Delhi, Haryana and Punjab. Any adverse developments affecting our operations in these regions could
have an adverse impact on our revenue and results of operations.
We generate a major portion of sales from our operations in certain geographical regions especially
Delhi, Haryana and Punjab, such geographical concentration of our business heightens our exposure to
adverse developments related to competition, as well as economic and demographic changes in these
regions which may adversely affect our business prospects, financial conditions and results of operations.
In addition, as we enter new markets and geographical areas, we are likely to compete not only with
national players, but also local players who might have an established local presence, are more familiar
with local regulations, business practices and industry needs, have stronger relationships with local
distributors, dealers, relevant government authorities, suppliers or are in a stronger financial position than
us, all of which may give them a competitive advantage over us. Our inability to expand into areas outside
Delhi, Haryana and Punjab market may adversely affect our business prospects, financial conditions and
results of operations.
17. Our Company has filed certain forms with additional fees as prescribed under the Companies Act with
Registrar of Companies.
Under the provisions of Companies Act, certain forms are required to be filed within prescribed timelines.
In past our Company has exceeded such timeline for filing the forms and has paid additional fees. If our
company fails to comply with the provisions for filing of forms under the provisions of the Companies
Act, then the company and every officer of the company who is in default is punishable with fine.
18. Any change in the technology may render our current technologies obsolete or require us to make
substantial capital investment to cope with the market.
Technology upgradation is a regular process and it is also essential for providing the desired quality to
the customers. We are taking all the possible steps to keep our manufacturing facilities in line with the
latest technology. However, any further upgradation in the technology may render our current technology
obsolete and require us to upgrade the existing technology or implement new technology. Further
implementing new technology may require us to incur huge capital expenditure which could affect our
cash flows and result of operations.

26
19. Our company also import raw materials in addition to purchase from domestic suppliers. Any
disruption in the supply of raw materials or changes in the import duty structure might effect our
results of operations.
Due to the seasonal nature of availability of raw materials in India, we also rely on import of raw
materials. The total restated cost of raw material consumed that was imported amounted to Rs. 2,745.20
Lakhs, Rs. 1,691.86 Lakhs and Rs. 1,021.10 Lakhs for nine months ended December 31, 2016, financial
year ended 2015-16 and 2013-14 respectively, no raw material was imported in the year 2014-15.
Further, total cost of raw material consumed that was imported amounted to 24.74%, 11.69% and 8.39%
of the total revenue in the respective years. Although we have not experienced a disruption in our import
of raw materials in the past, an inadequate supply of raw materials of sufficient quality caused either by
the default of the supplier or for any other reason like imposition of duty etc could hamper our operations.
In such a situation, the raw material requirements can be met through domestic suppliers which may
increase our cost. We may seek to pass on some or all of the additional costs of raw materials to
customers; we cannot ensure you that we would be successful in doing so. This may adversely affect our
results of operations, and consequently our sales and profitability.
20. Our manufacturing activities are dependent upon availability of skilled and unskilled labour.
We do not have any permanent arrangement of labour and recruitments are made as per requirements
except for those who are on permanent pay rolls of our Company. Our manufacturing activities are
dependent on availability of skilled and unskilled labour. Non-availability of labour at any time or any
disputes with them may affect our production schedule and timely delivery of our products to customers
which may adversely affect our business and result of operations.
21. We are subject to stringent labour laws or other industry standards and any strike, work stoppage or
increased wage demand by our employees or any other kind of disputes with our employees could
adversely affect our business, financial condition and results of operations.
Our manufacturing activities are labor-intensive. We also employ labour on contract basis apart from on
our labour at our manufacturing facility. We are subject to a number of stringent labour laws that protect
the interests of our workers, including legislation that stipulates rigorous procedures for dispute
resolution and retrenchment of workers and imposes financial obligations on employers. While we have
not experienced significant labour unrest in the past, strikes, lock-outs and other labour action, may have
an adverse impact on our operations, and if not resolved in a timely manner, could lead to disruptions in
our operations. We cannot guarantee that we will not experience any strike, work stoppage or other
industrial action in the future and any such event could adversely affect our business, results of operation
and financial condition.

22. Our Trademark registered under Trade Marks Act, 1999 is not being used the Company.

Our Trademark is registered under the Trade Marks Act, 1999 but we cannot assure you
that we will be able to use or launch our trade mark in the later course of time. We further cannot assure
you that any third party will not infringe upon our trademark, logo and/or trade name in a manner that
may have a material adverse effect on our business prospects, reputation and goodwill. If we are unable
to protect our trademarks and trade-names, others may be able to use our trademarks and trade names to
compete more effectively.

27
23. Our Group Companies owe majority of our receivables.
Our total receivables amounted to Rs. 434.33 Lakhs, Rs. 1,066.30 Lakhs, Rs. 542.95 Lakhs and
Rs.623.51 Lakhs for nine months ended December 31, 2016, financial year 2015-16, 2014-15 and 2013-
14 respectively. Of these receivables, our group companies owed us Rs. 235.09 Lakhs, Rs. 765.72 Lakhs,
Rs. 252.17 Lakhs and Rs. 476.16 Lakhs constituting 54.14%, 71.76%, 46.40%, 76.40% of the total
receivable of the respective years. Though there has been no default in payment by our group companies,
there is no guarantee that in future payments will be made in a timely manner or will be made at all. In
such a case our profits and cash flows will be affected.
24. Certain agreements may be inadequately stamped or may not have been registered as a result of which
our operations may be adversely affected.
Our lease agreement with our group Company for factory premises has not been stamped & registered.
The effect of inadequate stamping is that the document is not admissible as evidence in legal proceedings
and parties to that agreement may not be able to legally enforce the same, except after paying a penalty
for inadequate stamping. The effect of non-registration, in certain cases, is to make the document
inadmissible in legal proceedings. Any potential dispute due to non-compliance of local laws relating to
stamp duty and registration may adversely impact the operations of our Company.
25. Our Group Companies have objects similar to our Company.
Some of our Group Companies i.e. Shree Ganesh Fats Private Limited, Shivalik Steels And Alloys
Private Limited, Shib Charan Dass Industries Private Limited, Kamla Oleo Private Limited and Kamla
Oils And Fats Private Limited have objects similar to that of our Company’s business. Currently, we do
not have any non-compete agreement/arrangement with our group companies. Such a conflict of interest
may have adverse effect on our business and growth. We shall adopt the necessary procedures and
practices as permitted by law to address any conflict situations, as and when they may arise.
26. Our insurance coverage may not adequately protect us against certain operating hazards and this may
have a material adverse effect on our business.
We have taken Standard Fire and Special Perils Policy for the total sum of Rs. 3700.00 lakhs for our
factory located at Naraingarh Road, Vill. Garnala Ambala City, Haryana -134003 to cover our Buildings,
Plant and Machinery, Furniture, fixtures and fittings, stock etc. However, the insurance cover taken by
us may not be adequate enough for covering the entire future unforeseen liabilities that might occur in
the normal course of business. Further, there can be no assurance that any claim under the insurance
policies maintained by us will be honored fully, in part or on time by the insurers. To the extent that we
suffer loss or damage that is not covered by insurance or which exceeds our insurance coverage, our
business operations and cash flows may be affected. For details on Insurance cover, please see
“Insurance” in the chapter titled “Our Business” beginning on page 97 of this Prospectus.
27. The average cost of acquisition of Equity Shares by our Promoters is lower than the issue price.
The average cost of acquisition of Equity Shares in our Company of the Promoters is Rs. 2.50 per share
which is lower than the Issue Price as decided by the Company in consultation with the Lead Manager.
For further details regarding average cost of acquisition of equity shares by our promoters in our
Company, please refer to the chapter titled “Capital Structure” beginning on page 56 of this Prospectus.

28
28. There are certain outstanding legal proceedings involving our Company and Group Entities which
are pending at different stages before the Judicial / Statutory authorities. Any adverse decision in such
proceeding(s) may render us/them liable to liabilities/penalties and may adversely affect our business
and results of operations.

LITIGATION RELATING TO THE COMPANY

Cases Pending with Tax Authorities

Details of Cases pending in Income Tax Department:

Outstanding Demand Pending with

A.Y. Section
(Amount in Rs.) Jurisdiction
2013-14 154 8,610 CPC

Details of Outstanding demand in respect of TDS:

A total demand of Rs. 61,655/- is outstanding in respect of TDS as on March 03, 2016 for various
assessment years.

LITIGATIONS RELATING TO THE PROMOTERS OF OUR COMPANY

Cases Pending with Tax Authorities

• Mr. Vinod Kumar

Details of Cases pending in Income Tax Department:

Outstanding Demand Pending with

A.Y. Section
(Amount in Rs.) Jurisdiction
2011-12 143(1)(a) 11,940 Assessing Officer

• Parmod Kumar (HUF)

Details of Cases pending in Income Tax Department:

Outstanding Demand Pending with

A.Y. Section
(Amount in Rs.) Jurisdiction
2008-09 154 1,009 Assessing Officer

2009-10 220(2) 272 CPC

LITIGATIONS RELATING TO THE GROUP COMPANIES

CASES FILED BY THE GROUP COMPANIES

• Case filed with Shree Ganesh Fats Private Limited

Shree Ganesh Fats Private Limited had filed for refund of electricity charges deposited on account of
alleged theft before the Appellate Commissioner, H.P. State Electricity Board. The Company had already
won the case against The H.P. State Electricity Board before The Court of Divisional Commissioner,
Shimla Division.

29
 Cases Pending with Tax Authorities

• Kamla Oils and Fats Private Limited

Details of Cases pending in Income Tax Department:

Outstanding Demand Pending with

A.Y. Section
(Amount in Rs.) Jurisdiction
2010-11 220(2) 312 CPC

2011-12 220(2) 140 CPC

2012-13 154 3,12,080 CPC

Details of Outstanding demand in respect of TDS:

A total demand of Rs. 32,490/- is outstanding in respect of TDS as on March 03, 2016 for various
assessment years.

• Kamla Oleo Private Limited

Details of Outstanding demand in respect of TDS:

A total demand of Rs. 3,74,885/- is outstanding in respect of TDS as on March 03, 2016 for various
assessment years.

• Shree Ganesh Fats Private Limited

Details of Cases pending in Income Tax Department:

Outstanding Demand Pending with

A.Y. Section
(Amount in Rs.) Jurisdiction
2008-09 154 52,660 Assessing Officer

2008-09 143(1) 14,09,719 Assessing Officer

2009-10 143(3) 9,750 Assessing Officer

2011-12 143(1)(a) 6,03,710 CPC

Details of Outstanding demand in respect of TDS:

A total demand of Rs. 3,67,937/- is outstanding in respect of TDS as on March 03, 2016 for various
assessment years.

• Shib Charan Dass Industries Private Limited

Details of Cases pending in Income Tax Department:

Outstanding Demand Pending with

A.Y. Section
(Amount in Rs.) Jurisdiction
2007-08 143(3) 3,534 Assessing Officer
2014-15 143(1)(a) 18,360 CPC

30
 • Shivalik Steels And Alloys Private Limited

Details of Cases pending in Income Tax Department:

Outstanding Demand Pending with

A.Y. Section
(Amount in Rs.) Jurisdiction
2009-10 154 12,800 Assessing Officer

2011-12 143(1)(a) 54,800 CPC

2014-15 - 1,32,110 CPC

2015-16 143(1)(a) 2,01,950 CPC

2016-17 143(1)(a) 3,07,780 CPC

Details of Outstanding demand in respect of TDS:

A total demand of Rs. 10,21,420/- is outstanding in respect of TDS as on March 03, 2016 for various
assessment years.
29. Some of the Key Management Personnel are associated with the Company less than one year.
Some of the Key Management Personnel i.e. Chief Financial Officer and Company Secretary are
associated with the Company for a period of less than one year. For details of Key Management Personnel
and their appointment, please refer to chapter “Our Management” beginning on page 119 of this
Prospectus.
30. The unsecured loans availed by us are recallable by the lenders at any time.
Our Company has availed unsecured loans of Rs. 930.06 Lakhs as on December 31, 2016 which is
recallable on demand by the lenders including our Group Companies. In such case, the lenders are
empowered to require repayment of the facility at any point in time during the tenor. We may not be able
to secure fresh funds or have internal accruals to repay those loans. As a result, our cash flows may be
affected resulting in working capital constraints. For details refer to the chapter “Our History and Certain
Other Corporate Matters” beginning on page 115 of this Prospectus.
31. We have not made any alternate arrangements for meeting our working capital requirements for the
Objects of the Issue. Further we have not identified any alternate source of financing the ‘Objects of
the Issue’. Any shortfall in raising / meeting the same could adversely affect our growth plans,
operations and financial performance.
As on date, we have not made any alternate arrangements for meeting our working capital requirements
for the Objects of the Issue. Further, we have not identified any alternate source of funding and hence
any failure or delay on our part to raise money from this issue or any shortfall in the issue proceeds could
adversely affect our growth plans. We meet our working capital requirements through our owned funds,
internal accruals and debt. Any shortfall in our net owned funds, 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. For further details, please refer to the
chapter titled “Objects of the Issue” beginning on page 82 of this Prospectus.

31
32. Within the parameters as mentioned in the chapter titled ‘Objects of this Issue’ beginning on page 82
of this Prospectus, our Company’s management will have flexibility in applying the proceeds of this
Issue. The fund requirement and deployment mentioned in the Objects of this Issue have not been
appraised by any bank or financial institution.
The fund requirement and deployment, as mentioned in the “Objects of the Issue” on 82 of this
Prospectus is based on the estimates of our management and has not been appraised by any bank or
financial institution or any other independent agency. These fund requirements are based on our current
business plan. We cannot assure that the current business plan will be implemented in its entirety or at
all. In view of the highly competitive and dynamic nature of our business, we may have to revise our
business plan from time to time and consequently these fund requirements. Further, pursuant to
Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, our Company shall on half-yearly basis disclose to the Audit
Committee the applications of the proceeds of the Issue. The deployment of the funds as stated under
chapter “Objects of the Issue” is at the discretion of our Board of Directors and is not subject to
monitoring by any external independent agency.
33. The Promoter Group of our Company does not include certain relatives of our Promoters and/or
entities in which these persons may have an interest.
The Promoter Group of our Company does not include Mr. Arvind Kumar, brother of our Promoters
and/or any entities in which he may have any interest jointly or severally except Kamla Oils and Fats
Private Limited. The aforesaid relative qualify within the meaning of “Promoter Group” as defined in
Section 2 sub-section (zb) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009
and “Relative” as defined in Section 2 sub-section (77) of the Companies Act, 2013 but, as such, neither
does he form part of the “Promoter Group” nor does he hold any equity shares in our Company. The said
person through his respective affidavit has expressed his unwillingness to be constituted under the
“Promoter Group” of the Company and has requested that consequently his entities should not be
considered to be part of our “Promoter Group” and “Group Companies”. Therefore, the disclosures made
in this Prospectus are limited to the extent of information that has been made available in relation to
Promoter Group and Group Companies. For further details, please refer the chapter titled “Our Promoter
and Promoter Group” beginning on page no. 134 of this Prospectus.
34. Our success depends largely upon the services of our Promoters and other Key Managerial Personnel
and our ability to retain them. Our inability to attract and retain key managerial personnel may
adversely affect the operations of our Company.
Our Company’s performance is largely dependent upon the services of our Promoters and other Key
Managerial Personnel. Our Promoters have built relations with persons who are connected with our
business. Further, our Key Managerial Personal also possesses the requisite domain knowledge to
provide efficient services to our clients. Any failure or inability of our Company to attract and retain
human resources may affect the operations and ability to expand our business.
35. We face competition in our business from domestic competitors. Such competition would have an
adverse impact on our business and financial performance.
The industry, in which we are operating, is highly and increasingly competitive and our results of
operations and financial condition are sensitive to, and may be materially adversely affected by,
competitive pricing and other factors. Competition may result in pricing pressures, reduced profit
margins or lost market share or a failure to grow our market share, any of which could substantially harm
our business and results of operations. There can be no assurance that we can effectively compete with
our competitors in the future, and any such failure to compete effectively may have a material adverse
effect on our business, financial condition and results of operations.

32
 36. Our promoter will continue to retain significant control over our Company after the IPO.
Upon completion of the IPO, our promoters will continue to own majority of our Equity Shares
constituting 64.95% of the post-issue capital. As a result, our promoter will be in a position to influence
any shareholder action or approval requiring a majority vote, except where it is required otherwise by
applicable laws or where they abstain from voting. Our promoter will also have the ability to control our
business including matters relating any sale of all or substantially all its assets, the timing and distribution
of dividends and the election or termination or appointment of its officers and directors. Further, the
extent of the promoters’ shareholding in the Company may result in the delay or prevention of a change
of management or control of the Company, even if such a transaction may be beneficial to the other
shareholders of the Company.
37. Our Promoters, Directors and Group Companies may have interest in our Company other than normal
remuneration or benefits and reimbursement of expenses incurred.
Our Promoters, Directors and Group Companies may be deemed to be interested in our Company, in
addition to normal remuneration or benefits and reimbursements of expenses, to the extent of Equity
Shares or other securities, held by them and their relatives (if any) and their dividend or bonus
entitlement, and benefits arising from their directorship in our Company and are also interested to the
extent of sitting fee payable to them for attending each of our Board and Committee Meetings. Our Group
Companies are also interested to the extent of the property leased to our Company. For further details of
the related party transactions during the last five Financial Years, please refer the chapter titled “Financial
Statements” on page no. 158 of this Prospectus.
38. We could be harmed by employee misconduct or errors that are difficult to detect and any such
incidences could adversely affect our financial condition, results of operations and reputation.
Employee misconduct or errors could expose us to business risks or losses, including regulatory sanctions
and serious harm to our reputation. There can be no assurance that we will be able to detect or deter such
misconduct. Moreover, the precautions we take to prevent and detect such activity may not be effective
in all cases. Our employees may also commit errors that could subject us to claims and proceedings for
alleged negligence, as well as regulatory actions on account of which our business, financial condition,
results of operations and goodwill could be adversely affected.
39. Our manufacturing operations are critical to our business and any shutdown of our manufacturing
facilities may have an adverse effect on our business, results of operations and financial condition.
Any local, social unrest, natural disaster or breakdown of services and utilities could have material
adverse effect on the business and result of operations. Our facilities are subject to operating risks like
breakdown or failure of equipment, power supply or processes, reduction or stoppage of water supply
and performance below expected levels of efficiency, obsolescence, natural disaster, industrial accidents
and the need to comply with the directives of relevant government authorities. In the event that we are
forced to shut down our facilities for a significant period of time, it would have a material adverse effect
on our business, results of operations and financial condition. Further, continuous addition of industries
in and around our manufacturing facilities without commensurate growth of its infrastructural facilities
may put pressure on the existing infrastructure therein, which may adversely affect our business. Further,
the spiraling cost of living around our facilities may push our manpower costs higher, which may reduce
our margin and cost competitiveness.

II. Risk related to this Issue and our Equity Shares:

40. Any future issue of Equity Shares may dilute your shareholding and sales of our Equity Shares by our
Promoters or other major shareholders may adversely affect the trading price of the Equity Shares.
Any future equity issues by us, including in a primary offering, may lead to the dilution of investors'
shareholdings in us. Any future equity issuances by us or sales of its Equity Shares by the Promoters may

33
 adversely affect the trading price of the Equity Shares. In addition, any perception by investors that such
issuances or sales might occur could also affect the trading price of our Equity Shares.
41. Our ability to pay any dividends in the future will depend upon future earnings, financial condition,
cash flows, working capital requirements and capital expenditures.
The amount of our future dividend payments, if any, will depend upon our Company’s future earnings,
financial condition, cash flows, working capital requirements, capital expenditures, applicable Indian
legal restrictions and other factors. There can be no assurance that our Company will be able to pay
dividends.
42. The Issue Price of the Equity Shares may not be indicative of the market price of the Equity Shares
after the Issue.
The Issue Price of the Equity Shares will be determined by our Company in consultation with the LM
and will be based on numerous factors. For further information, see the section titled “Basis For Issue
Price” on page 86 of this Prospectus. The Issue Price may not be indicative of the market price for the
Equity Shares after the Issue. The market price of the Equity Shares could be subject to significant
fluctuations after the Issue, and may decline below the Issue Price. There can be no assurances that
investors who are allotted Equity Shares through the Issue will be able to resell their Equity Shares at or
above the Issue Price.
B. EXTERNAL RISK FACTORS
43. Natural calamities and force majeure events may have an adverse impact on our business.
Natural disasters may cause significant interruption to our operations, and damage to the environment
that could have a material adverse impact on us. The extent and severity of these natural disasters
determines their impact on the Indian economy. Prolonged spells of deficient or abnormal rainfall and
other natural calamities could have an adverse impact on the Indian economy, which could adversely
affect our business and results of operations.
44. The Goods and Services Tax (GST) regimes proposed by the Government of India may have material
impact on our operations.
The Government of India has proposed a comprehensive National Goods and Services Tax (GST) regime
that will combine taxes and levies by the Central and State Governments into unified rate structure. Any
future increases or amendments may affect the overall tax efficiency of companies operating in India and
may result in significant additional taxes becoming payable. Given the limited liability of information in
the public domain covering the GST we are unable to provide/ measure the impact this tax regime may
have on our operations.
45. Political instability or changes in the Government could adversely affect economic conditions in India
generally and our business in particular.
Our business, and the market price and liquidity of our Equity Shares, may be affected by interest rates,
changes in Government policy, taxation, social and civil unrest and other political, economic or other
developments in or affecting India. Elimination or substantial change of policies or the introduction of
policies that negatively affect the Company’s business could cause its results of operations to suffer. Any
significant change in India’s economic policies could disrupt business and economic conditions in India
generally and the Company’s business in particular.
46. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability
to attract foreign investors, which may adversely impact the market price of the Equity Shares.
Under the foreign exchange regulations currently in force in India, transfers of shares between non-
residents and residents are freely permitted (subject to certain exceptions) if they comply with the pricing
guidelines and reporting requirements specified by the RBI. If the transfer of shares, which are sought to
be transferred, is not in compliance with such pricing guidelines or reporting requirements or fall under

34
 any of the exceptions referred to above, then the prior approval of the RBI will be required. Additionally,
shareholders who seek to convert the Rupee proceeds from a sale of shares in India into foreign currency
and repatriate that foreign currency from India will require a no objection/ tax clearance certificate from
the income tax authority. There can be no assurance that any approval required from the RBI or any other
government agency can be obtained on any particular terms or at all.
47. Global economic, political and social conditions may harm our ability to do business, increase our
costs and negatively affect our stock price.
Global economic and political factors that are beyond our control, influence forecasts and directly affect
performance. These factors include interest rates, rates of economic growth, fiscal and monetary policies
of governments, inflation, deflation, foreign exchange fluctuations, consumer credit availability,
fluctuations in commodities markets, consumer debt levels, unemployment trends and other matters that
influence consumer confidence, spending and tourism. Increasing volatility in financial markets may
cause these factors to change with a greater degree of frequency and magnitude, which may negatively
affect our stock prices.
48. Terrorist attacks, civil unrests and other acts of violence or war involving India or other countries
could adversely affect the financial markets, our business, financial condition and the price of our
Equity Shares.
Any major hostilities involving India or other acts of violence, including civil unrest or similar events
that are beyond our control, could have a material adverse effect on India’s economy and our business.
Incidents such as the Mumbai terrorist attacks and other acts of violence may adversely affect the Indian
stock markets where our Equity Shares will trade as well the global equity markets generally. Such acts
could negatively impact business sentiment as well as trade between countries, which could adversely
affect our Company’s business and profitability. Additionally, such events could have a material adverse
effect on the market for securities of Indian companies, including the Equity Shares.
49. Any downgrading of India’s sovereign rating by an independent agency may harm our ability to raise
financing.
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.
50. You may be subject to Indian taxes arising out of capital gains on sale of Equity Shares.
Under current Indian tax laws and regulations, capital gains arising from the sale of equity shares in an
Indian company are generally taxable in India. Any gain realized on the sale of listed equity shares on a
stock exchange held for more than 12 months is not subject to capital gains tax in India if securities
transaction tax (“STT”) is paid on the transaction. STT will be levied on and collected by a domestic
stock exchange on which the Equity Shares are sold. Any gain realized on the sale of equity shares held
for more than 12 months to an Indian resident, which are sold other than on a recognized stock exchange
and on which no STT has been paid, will be subject to long term capital gains tax in India. Further, any
gain realized on the sale of listed equity shares held for a period of 12 months or less will be subject to
short term capital gains tax. Any change in tax provisions may significantly impact your return on
investments.

35
PROMINENT NOTES
a) The Public Issue of 14,62,000 Equity Shares of face value of Rs. 10 each fully paid for cash at a price of
Rs. 70/- per Equity Share aggregating Rs. 1023.40 Lakhs (“the Issue”). Issue of Equity Shares will
constitute 35.05% of the fully diluted Post-Issue paid up capital of our Company. For more information,
please refer to chapter titled “The Issue” on page 47 of this Prospectus.
b) The net worth of our Company is Rs. 326.31 Lakhs, Rs. 253.98 Lakhs and Rs. 170.33 Lakhs as on March
31, 2016, March 31, 2015 and March 31, 2014 respectively as per audited financial statements of our
Company. The book value of each Equity Share is Rs. 12.05, Rs. 9.38 and Rs. 6.29 as on March 31,
2016, March 31, 2015 and March 31, 2014 respectively as per the restated financial statements of our
Company. For more information, please refer to section titled “Financial Statements” beginning on page
158 of this Prospectus.
c) The average cost of acquisition of per Equity Shares by our Promoter, which has been calculated by
taking the average amount paid by them to acquire our Equity Shares, is as follows:

Name of the Promoter No. of Shares held Average cost of Acquisition (in Rs.)
Vinod Kumar 1,80,000 2.50
Parvind Kumar 2,12,800 2.50
Raj Kumar 2,90,000 2.50
Parmod Kumar (HUF) 2,64,000 2.50

d) For details of Related Party Transactions entered into by our Company, please refer to the chapter titled
“Related Party Transactions” beginning on page 156 of this Prospectus.
e) Except as disclosed in the chapter titled “Capital Structure”, “Our Promoter and Promoter Group” and
“Our Management” beginning on pages 56, 134 and 119 respectively, of this Prospectus, none of our
Promoter, Directors or Key Management Personnel have any interest in our Company.
f) Except as disclosed in the chapter titled “Capital Structure” beginning on page 56 of this Prospectus, we
have not issued any Equity Shares for consideration other than cash.
g) Investors may contact the LM or the Compliance Officer for any clarification / complaint or information
relating to the Issue, which shall be made available by the LM and our Company to the investors at large.
No selective or additional information will be available for a section of investors in any manner
whatsoever. For contact details of the LM and the Compliance Officer, please refer to the chapter titled
“General Information” beginning on page 48 of this Prospectus.
h) Investors are advised to refer to chapter titled “Basis for Issue Price” on page 86 of this Prospectus.
i) Trading and Allotment in Equity Shares for all investors shall be in dematerialized form only.
j) There are no financing arrangements whereby the Promoter Group, the Directors of our Company who
are the Promoter of our Company, the Independent Directors of our Company and their relatives have
financed the purchase by any other person of securities of our Company during the period of six months
immediately preceding the date of filing of this Prospectus.
k) Except as stated in the chapter titled “Our Group Entities” beginning on page 139 and chapter titled
“Related Party Transactions” beginning on page 156 of this Prospectus, our Group Entities have no
business interest or other interest in our Company.
l) Investors may note that in case of over-subscription in the Issue, allotment to Retail applicants and other
applicants shall be on a proportionate basis. For more information, please refer to the chapter titled “Issue
Structure” beginning on page 243 of this Prospectus.

36
 SECTION III- INTRODUCTION

SUMMARY OF OUR INDUSTRY

OVERVIEW OF INDIAN ECONOMY

India, a South Asian nation, is the seventh-largest country by area, the second-most populous country with over
1.25 billion people, and the most populous democracy in the world. India is the fourth largest economy in the
world in terms of purchasing power parity (PPP). India has emerged as the fastest growing major economy in the
world as per the Central Statistics Organisation (CSO) and International Monetary Fund (IMF). According to the
Economic Survey 2016-17, India’s economic growth has been pegged at 6.5% for the current fiscal, down from
7.6% recorded in the last financial year, but is expected to rebound in the range of 6.75-7.5% in 2017-18.
According to IMF World Economic Outlook Update (January 2017), Indian economy is expected to grow at 7.2%
during FY 2016-17 and 7.7% in FY 2017-18, despite the uncertainties in the global market majorly in US and
Europe. World economy is expected to grow at 3.4% during FY 2016-17 and 3.6% in FY 2017-18.
The steps taken by the government in recent times have shown positive results as India's gross domestic product
(GDP) at factor cost at constant (2011-12) prices 2015-16 is Rs 113.5 trillion (US$ 1.668 trillion), as against Rs
105.5 trillion (US$ 1.55 trillion) in 2014-15, registering a growth rate of 7.6%.

Source: CMIE, IBEF, Asian Development Bank, MOSPI

FY13 FY14 FY15 FY16AE

% GDP Growth at Constant Price 2011-
12
9.0 7.7 7.3 7.9 7.6 7.2 7.6 6.2 7.6
7.6 8.0 6.8
8.0 6.6 7.2 7.1 7.3 6.6
5.6 5.3
7.0 6.0
5.3 4.9 3.4 4.9
6.0
5.0
4.0 4.0
3.0
2.0 2.0
1.0
0.0 0.0
GDP % Private Investment
Consumption Demand %
%

Source: MOSPI, CSO, Base year 2011-12

Indian GDP (at 2011-12 prices) revived to 7.3% in Q2FY17 as compared to 7.1% in the previous quarter and
7.7% in Q2FY16. The acceleration in the GDP growth was driven by the marked improvement in the agriculture
sector, while this growth momentum is not likely to sustain in the coming quarter due to the disruption in the
economy caused by government’s latest move to abolish high-denomination notes.

Gross value added (GVA), which is adjusted for subsidies and taxes to arrive at GDP, grew at 7.1% v/s 7.3%
(each) in Q1FY17 and Q2FY17. Within the three broad sectors of the economy, growth in industry and services
sectors eased compared to previous quarter, while agriculture showed the significant improvement. Agriculture
sector outputat 3.3% Q2FY17 in the v/s 1.8% in Q1FY17 and 2.0% in Q2FY16 as near normal monsoon this
season has boosted kharif crops production. Financial services sector GVA eased to 8.2% (9.4% in Q1FY17 and
11.9% in Q2FY16) on the bank of low growth in trade, hotel and restaurants segment and financial services.
Meanwhile, Construction GVA for Q2FY17 reported at 3.5% v/s 1.5% and 0.8% in Q1FY17 and Q2FY16
respectively. GVA at manufacturing in Q2FY17 came out at 7.1% v/s 9.1% and 9.2% in Q1FY17 and Q2FY16

37
respectively. Mining & quarrying in Q2FY17 came out at (-)1.5% v/s (-)0.4% and 5.0% in Q1FY17 and Q2FY16
respectively.

OVERVIEW OF EDIBLE OIL INDUSTRY

Oilseeds and edible oils are two of the most sensitive essential commodities. India is one of the largest producer
of oilseeds in the world and this sector occupies an important position in the agricultural economy, accounting for
production of 27.51 million tons of nine cultivated oil seeds during the year 2014-15 (November-October) as per
Final Estimates released by the Ministry of Agriculture on 09.05.2016. India contributes about 6-7% of the world
oilseeds production. Export of Edible oils was 38317.56 tons in the financial year 2014-15 valued at Rs 46040.37
lakhs.

Types of Oils commonly in use in India

India is fortunate in having a wide range of oilseeds crops grown in its different agro climatic zones. Groundnut,
mustard/rapeseed, sesame, safflower, linseed, niger seed/castor are the major traditionally cultivated oilseeds.
Soyabean and sunflower have also assumed importance in recent years. Coconut is most important amongst the
plantation crops. Efforts are being made to grow oil palm in Andhra Pradesh, Karnataka, Tamil Nadu and North-
Eastern parts of the country in addition to Kerala and Andaman & Nicobar Islands. Among the non-conventional
oils, rice bran oil and cottonseed oil are the most important. In addition, oilseeds of tree and forest origin, which
grow mostly in tribal inhabited areas, are also a significant source of oils. Figures pertaining to estimated
production of major cultivated oilseeds, availability of edible oils from all domestic sources (from Domestic and
Import Sources) during the last ten years are as under: -

(In Lakh Tons)

Oil Year Production of Net availability of edible oils Total Availability of

Imports**
(Nov.- Oct.) Oilseeds* from all domestic sources Edible Oils

2005-06 279.79 83.16 40.91 124.07

2006-07 242.89 73.7 46.05 119.75
2007-08 297.55 86.54 54.34 140.88
2008-09 277.19 84.56 74.98 159.54
2009-10 248.83 79.46 74.64 154.1
2010-11 324.79 97.82 72.42 170.24
2011-12 297.98 89.57 99.43 189
2012-13 309.43 92.19 106.05 198.24
2013-14 328.79 100.8 109.76 210.56
2014-15 266.75 89.78 127.31 217.09

Source: *As per 4th Advance Estimates (dated 17.08.2015) released by Ministry of Agriculture.
**DGCIS

38
Consumption Pattern of Edible Oils in India

India is a vast country and inhabitants of several of its regions have developed specific preference for certain oils
largely depending upon the oils available in the region. For example, people in the South and West prefer
groundnut oil while those in the East and North use mustard/rapeseed oil. Likewise several pockets in the South
have a preference for coconut and sesame oil. Inhabitants of northern plain are basically consumers of fats and
therefore prefer Vanaspati, a term used to denote a partially hydrogenated edible oil mixture of oils like soyabean,
sunflower, rice bran and cottonseed and oils. Many new oils from oilseeds of tree and forest origin have found
their way to the edible pool largely through vanaspati route. Of late, things have changed. Through modern
technological means such as physical refining, bleaching and deodorization, all oils have been rendered practically
colorless, odourless and tasteless and, therefore, have become easily interchangeable in the kitchen. Oils such as
soyabean cottonseed, sunflower, rice bran, palm oil and its liquid fraction- palmolein which were earlier not
known have now entered the kitchen. The share of raw oil, refined oil and vanaspati in the total edible oil market
is estimated roughly at 35%, 55% and 10% respectively. About 50% of domestic demand of edible oils is met
through imports out of which palm oil/palmolein constitutes about 80%. The consumption of refined palmolein
(RBD palmolein) as well as its blending with other oils has increased substantially over the years and is used
extensively in hotels, restaurants and in preparation of wide varieties of food products.

Major Features of Edible Oil Economy

There are two major features, which have significantly contributed to the development of this sector. One was the
setting up of the Technology Mission on Oilseeds in 1986 which has been converted into a National Mission on
Oilseeds and Oil Palm (NMOOP) in 2014. This gave a thrust to Government's efforts for augmenting the
production of oilseeds. This is evident by the very impressive increase in the production of oilseeds from about
11.3 million tonnes in 1986-87 to 26.68 million tons in 2014-15. Most of the oilseeds are cultivated on marginal
land and are dependent on rainfall and other climatic conditions. The other dominant feature which has had
significant impact on the present status of edible oilseeds/oil industry has been the program of liberalization under
which the Government's economic policy allowing greater freedom to the open market and encourages healthy
competition and self regulation rather than protection and control. Controls and regulations have been relaxed
resulting in a highly competitive market dominated by both domestic and multinational players.

39
 SUMMARY OF OUR BUSINESS

OVERVIEW OF OUR COMPANY

Our Company was incorporated as M K Proteins Private Limited under the provisions of the Companies Act,
1956 vide certificate of incorporation dated June 15, 2012 in Ambala, Haryana. Subsequently, the name of our
Company was changed to M K Proteins Limited pursuant to shareholder’s resolution dated January 20, 2017 and
vide fresh certificate of incorporation dated February 08, 2017.

Our Company is a manufacturing and trading organization having its production/refining plant of Edible Oils.
Our manufacturing process involves refining of Crude Oils to obtain Refined Rice Bran Oil, Canola Oil, Soya
Bean Oil, Sunflower Oil and Rice Bran Bleached Oil. During the refining process certain by-products are also
manufactured such as Rice Bran Fatty Acid Oil, Rice Bran Wax, Gums and Spent Earth which are also saleable.
Further, we also import crude oils, process them and sell the finished product. We also trade in both edible and
non-edible oils.

In the year 2012, our Company had taken on lease the land and building from where it is operating currently from
Shib Charan Dass Industries Private Limited, our group company. Simultaneously we also acquired its old plant,
machinery and other equipments for manufacturing of Vegetable Refined Oil for Rs. 290.61 Lakhs which had an
installed capacity of 120 TPD for manufacturing/refining of Vegetable Refined Oil.

In the year 2014-15, the Company had further expanded its manufacturing capacity from 120 TPD to 250 TPD
by investing a sum of Rs. 383.31 Lakhs towards Plant & Machinery, Boiler and Generator Set which came into
commercial production w.e.f September 26, 2014.

In order to expand our reach in certain parts of North India, our Company had entered into a Consignment
Agreement dated January 20, 2014 with Shivalik Steels and Alloys Private Limited, our group company granting
an exclusive right to sell the goods in Himachal Pradesh and Punjab on commission basis.

Our Company had got its Long-Term Bank Facility rated from CRISIL which had given a rating of A-/Stable. It
was arrived at by combining the business and financial risk profiles of our Company, Shree Ganesh Fats Private
Limited, Shivalik Steel and Alloys Private Limited and Kamla Oleo Private Limited, our Group Companies. The
business and financial risk profiles of these companies were combined because they have similar business,
fungible cash flows and common promoters/management.

Our company is focussed at production of highest quality of edible oil. Our refinery is completely mechanised
and today we produce rice bran oil, sunflower oil etc with protein content, with controlled fibre free from oil
residue, ash and sand & silica. This is possible only through sustained levels of cleaning, storage and monitoring
arrangements

Our Company based on its extensive experience of its promoters and its standards, conforms to major
specifications and customer requirements. We firmly believe in benchmark product quality, customer centric
approach, people focus, ethical business practices and good corporate citizenship.

40
PRODUCTS PORTFOLIO

The company manufactures Edible Oil and certain other By-Products are also manufactured during the said
process. Various product manufactured by the company are mentioned below:-

PRODUCTS
BY PRODUCTS PRODUCTS TRADED
MANUFACTURED
• Refined Rice Bran Oil • Spent Earth • Refined Rice Bran Oil
• Refined Sunflower Oil • Gums • Rice Bran Non-Edible Oil
• Rice Bran Bleached Oil • Fatty Acid • Refined Palm Oil
• Refined Soyabean Oil • Rice Bran Wax • Sunflower Oil
• Refined Canola Oil • Rice Bran Fatty Acid Oil • Sunflower Solvent Oil

MANUFACTURING/REFINING FLOWCHART

The entire process of manufacturing/refining has been depicted in the following flow chart:-

Extracted Crude

Water / Acid

Phospholipids Lecithin

Caustic Soda
+ Water

Soap Stock Fatty Acids

Fresh Bleaching
Earth

Used Bleaching Earth

Steam

Fatty Acids Distillates

41
 SUMMARY OF FINANCIAL STATEMENTS

RESTATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES

(Rs. in Lakhs)
As at As at March 31,
Note
Particulars December,
No. 2016 2015 2014 2013
2016
I Equity and Liabilities

1 Shareholders’ Funds
(a) Share Capital I.1 67.72 67.72 67.72 67.72 67.72
(b) Reserves & Surplus I.2 299.95 258.59 186.26 102.61 53.19
367.67 326.31 253.98 170.33 120.91
3 Non-Current Liabilities
(a) Long-term borrowings I.3 1,047.07 803.98 726.34 1,013.65 502.71
(b) Deferred Tax Liabilities
I.4 20.88 23.22 21.10 11.46 7.64
(Net)
(c) Long Term Provisions I.5 1.79 1.79 1.13 0.49 0.28
1,069.74 828.99 748.57 1,025.61 510.63
4 Current Liabilities
(a) Short Term Borrowings I.6 863.36 1,784.51 1,234.07 1,769.88 1,304.56
(b) Trade Payables I.7 1,320.18 771.31 1,208.18 175.18 138.44
(c) Other current Liabilities I.8 625.03 165.38 50.95 60.70 42.45
(d) Short Term Provisions I.9 - 1.73 9.45 2.65 9.81
2,808.57 2,722.93 2,502.64 2,008.40 1,495.26

Total 4245.99 3,878.23 3,505.19 3,204.34 2,126.80

II Assets

1 Non-Current Assets
(a) Fixed Assets
(i) Tangible Assets I.10 728.09 716.71 630.59 312.04 345.12
(ii) Capital Work-in-Progress I.10 - - - 335.18 28.17
(b) Long Term Loans &
I.11 32.11 24.59 15.03 15.01 33.76
Advances
(b) Other Non-Current Assets I.12 - - - - -
760.21 741.30 645.62 662.23 407.05
2 Current Assets
(a) Inventories I.13 3,025.76 2,014.20 2,178.61 1,890.60 872.04
(b) Trade Receivables I.14 434.33 1,066.30 542.95 623.51 738.26
(c) Cash and Cash Equivalents I.15 2.94 39.87 2.29 8.04 37.88
(d) Short-term loans and
I.11 22.30 16.56 135.72 19.96 71.56
advances
(e) Other Current Assets I.16 0.45 - - - -
3485.78 3,136.93 2,859.57 2,542.11 1,719.75
Total 4245.98 3,878.23 3,505.19 3,204.34 2,126.80

42
 RESTATED SUMMARY STATEMENT OF PROFIT AND LOSS

(Rs. in Lakhs)
As at As at March 31,
Notes
Particulars December,
No. 2016 2015 2014 2013
2016
I Revenue:

Revenue from
II.1 11,093.73 14,475.34 12,323.33 12,173.31 8,540.11
Operations
Other income II.2 4.62 0.45 - - -
Total revenue 11,098.35 14,475.79 12,323.33 12,173.31 8,540.11

II Expenses:

Cost of Material
II.3 9,666.87 12,115.66 9,612.07 9,730.31 6,963.04
Consumed
Purchase of stock-in-
II.4 1,542.43 651.58 2,170.91 1,451.57 1,236.47
trade
Other Manufacturing
II.5 805.79 846.21 377.47 525.98 290.39
Expense
Change in Inventories
of Finished Goods ,
II.6 (1,411.32) 208.90 (451.94) 20.58 (230.08)
Work-in-Progress &
Stock-in-Trade
Employee benefit
II.7 131.86 129.86 104.25 65.57 35.70
expenses
Finance costs II.8 151.74 232.39 228.09 173.64 61.31
Depreciation and
I.10 90.98 90.02 66.99 35.87 23.08
amortization expense
Other expenses II.9 60.14 95.93 92.75 96.90 81.55
Total Expenses 11038.50 14,370.55 12,200.60 12,100.43 8,461.47

Profit/(loss) before
exceptional,
III 59.86 105.24 122.73 72.89 78.64
extraordinary items
& tax (I-II)

IV Exceptional Items - - - - -

Profit/(loss) before
V extraordinary items 59.86 105.24 122.73 72.89 78.64
& tax (III-IV)

VI Extra-ordinary Items - - - - -

Profit/(loss) before tax

VII 59.86 105.24 122.73 72.89 78.64
(V-VI)

43
VIII Tax expense :
(i) Current tax (20.83) (30.78) (29.45) (19.65) (17.81)
(ii) Deferred Tax 2.21 2.34 (2.12) (9.64) (3.82) (7.64)

Profit/(loss) For the

IX 41.36 72.34 83.65 49.42 53.19
year (VII-VIII)

Earning per equity

X
share (in Rs.):
(1) Basic 1.53 2.67 3.09 1.82 1.96
(2) Diluted 1.53 2.67 3.09 1.82 1.96

44
 RESTATED SUMMARY STATEMENT OF CASH FLOWS

(Rs. in Lakhs)
As at As at March 31,
Particulars Decembe
r 31, 2016 2016 2015 2014 2013

A. CASH FLOW FROM OPERATING ACTIVITIES

Profit/ (Loss) before tax 59.86 105.24 122.73 72.89 78.64
Adjustments for:
Depreciation & amortization 90.98 90.02 66.99 35.87 23.08
Interest Expense 143.97 224.41 222.78 171.20 59.95
Provision for Retirement Gratuity Benefit
- 0.66 0.64 0.21 0.28
to Employees
Preliminary Expense W/off - - - - -
Interest Received 0.45 0.45 - - -

Operating profit before working capital

295.25 420.77 413.15 280.17 161.94
changes

Movements in working capital :

(Increase)/ Decrease in Inventories (1,011.56) 164.42 (288.01) (1,018.56) (872.04)
(Increase)/Decrease in Trade Receivables 631.97 (523.36) 80.57 114.75 (738.26)
(Increase)/Decrease in Other Receivables (13.71) 109.60 (115.78) 70.35 (105.31)
Increase(Decrease) in Trade Payables and
974.04 (348.32) 1,027.61 46.22 182.31
Other Liabilities
Cash generated from operations 875.99 (176.88) 1,117.54 (507.08) (1,371.36)
Income tax Refund/ (paid) during the year (20.83) (30.78) (29.45) (19.65) (17.81)

Net cash from operating activities A 855.15 (207.66) 1,088.09 (526.73) (1,389.17)

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed assets (102.35) (176.14) (50.37) (309.79) (396.37)
(Purchase)/ Sale of Long Term Investment - - - - -
Sale of Fixed Assets - - - - -
Sundy Creditors for Capital Goods 8.42 (2.36) 1.48 0.74 0.14
Interest Received (0.45) (0.45) - - -

Net cash from investing activities (B) B (94.38) (178.95) (48.89) (309.04) (396.24)

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from issue of Capital - - - - 67.72
Interest paid on borrowings (143.97) (224.41) (222.78) (171.20) (59.95)
Proceeds/(Repayment) of Short Term
(921.15) 550.44 (535.81) 465.31 1,304.56
Loans
Proceeds/ (Repayment) of Long Term
267.43 98.15 (286.36) 511.81 510.96
Loans
Net cash from financing activities (C) C (797.69) 424.19 (1,044.95) 805.92 1,823.29

45
Net increase in cash and cash
D (36.92) 37.58 (5.75) (29.85) 37.88
equivalents (A+B+C)
Cash and cash equivalents at the
39.87 2.29 8.04 37.88 -
beginning of the year
Cash and cash equivalents at the end of
2.94 39.87 2.29 8.04 37.88
the year

46
 THE ISSUE

Particulars Number of Equity Shares

14,62,000 Equity Shares of face value of Rs. 10 each fully paid of the
Equity Shares Offered Company for cash at price of Rs. 70 per Equity Share aggregating Rs.
1023.40 Lakhs.

Fresh Issue Consisting of:

74,000 Equity Shares of face value of Rs. 10 each fully paid of the
Issue Reserved for Market Makers Company for cash at price of Rs. 70 per Equity Share aggregating Rs.
51.80 Lakhs.

13,88,000 Equity Shares of face value of Rs. 10 each fully paid of the
Company for cash at price of Rs. 70 per Equity Share aggregating Rs.
971.60 Lakhs.

of which:

Net Issue to the Public 6,94,000 Equity Shares of face value of Rs. 10 each fully paid of the
Company for cash at price of Rs. 70 per Equity Share will be available
for allocation to investors up to Rs. 2.00 Lakhs

6,94,000 Equity Shares of face value of Rs. 10 each fully paid of the
Company for cash at price of Rs. 70 per Equity Share will be available
for allocation to investors above Rs. 2.00 Lakhs.

Equity Shares outstanding prior to the

27,08,800 Equity Shares
Issue

Equity Shares outstanding after the

41,70,800 Equity Shares
Issue

See the chapter titled “Objects of the Issue” on page 82 of this

Objects of the Issue
Prospectus

This Issue is being made in terms of Chapter XB of the SEBI (ICDR) Regulations. The Issue is being made
through the Fixed Price Process and hence, as per Regulation 43, sub regulation (4) of SEBI (ICDR) Regulations,
at least 50% of the Net Issue to Public will be available for allocation on a proportionate basis to Retail Individual
Applicants, subject to valid Applications being received at the Issue Price.
For further details please refer to chapter titled “Issue Structure” beginning on page 243 of this Prospectus.

47
 GENERAL INFORMATION
Our Company was incorporated as M K Proteins Private Limited under the provisions of the Companies Act,
1956 vide certificate of incorporation dated June 15, 2012 in Haryana. Subsequently, our Company was converted
into public limited company and the name of our Company was changed to “M K Proteins Limited” pursuant to
shareholder’s resolution dated January 20, 2017 and vide fresh certificate of incorporation dated February 08,
2017.
For further details, please refer to chapter titled ‘Our History and Certain Other Corporate Matters’ beginning on
page 115 of this Prospectus.
REGISTERED OFFICE OF OUR COMPANY
M K PROTEINS LIMITED
Naraingarh Road,
Vill. Garnala Ambala City,
Haryana -134003
Tel: +91 171 2679157, 2679358
Email: info@mkproteins.in
Website: www.mkproteins.in
Registration Number: 046239
Corporate Identification Number: U15500HR2012PLC046239
REGISTRAR OF COMPANIES

REGISTRAR OF COMPANIES NATIONAL CAPITAL TERRITORY OF DELHI & HARYANA

4th Floor, IFCI Tower, 61, Nehru Place
New Delhi – 110019
Website: www.mca.gov.in
DESIGNATED STOCK EXCHANGE
NATIONAL STOCK EXCHANGE OF INDIA LTD (EMERGE PLATFORM)
Exchange Plaza, Plot no. C/1, G Block,
Bandra- Kurla Complex, Bandra (E)
Mumbai - 400051
For details in relation to the changes to the name of our Company, please refer to the chapter titled‚ “Our History
and Certain Other Corporate Matters” beginning on page 115 of this Prospectus.
BOARD OF DIRECTORS OF OUR COMPANY

Sr.
Name Age DIN Address Designation
No.

52A, Jail Colony, Near Manaul

1. Vinod Kumar 54 00150507 Managing Director
House, Ambala City - 133003

3056, Sector - 28D

2. Raj Kumar 44 00126983 Whole-Time Director
Chandigarh- 160010

48
 Sr.
Name Age DIN Address Designation
No.

Parvind 3056, Sector - 28D,

3. 56 00126933 Non-Executive Director
Kumar Chandigarh- 160010

Parmod 550, Sector -8B, Chandigarh-

4. 52 00126965 Non-Executive Director
Kumar 160009

126/2, Sector 45 A, Additional Non-Executive

5. Chatter Singh 75 07749000
Chandigarh – 160047 & Independent Director

E-32, Gaurav Apartment,

Raman Additional Non-Executive
6. 31 07750890 Madhu Vihar, I P Extn., Delhi
Kumar Sah & Independent Director
- 110092

G-43, Laxmi Nagar, New Additional Non-Executive

7. Abhay Kumar 29 07506524
Delhi- 110092 & Independent Director

H. No. 238, Punjab Modern

Dinesh Singh Additional Non-Executive
8. 40 07749708 Complex, Baltana, Zirakpur,
Malik & Independent Director
Mohali, Punjab – 140604

10-H, Ambedker Bhawan,

Laxmi Additional Non-Executive
9. 32 05287716 Aram Bagh, New Delhi-
Mandal & Independent Director
110055

For further details of our Directors, please refer to the chapter titled “Our Management” beginning on page 119
of this Prospectus.
COMPANY SECRETARY AND COMPLIANCE OFFICER
MS. SHIPRA ANAND
M K PROTEINS LIMITED
Naraingarh Road,
Vill. Garnala Ambala City,
Haryana -134003
Tel: +91 171 2679157, 2679358
Email: shipra@mkproteins.in
Investors may contact the Compliance Officer and / or the Registrar to the Issue and / or the LM to the
Issue in case of any Pre-Issue or Post- Issue related matter such as non-receipt of letters of Allotment, credit
of allotted Equity Shares in the respective beneficiary account, unblocking of amount in ASBA etc.
All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to
the concerned SCSB, giving full details such as name, address of the applicant, number of Equity Shares
applied for, amount blocked, ASBA Account number and the Designated Branch of the SCSB where the
ASBA Application Form was submitted by the ASBA Applicant.

49
For all Issue related queries and for redressal of complaints, Applicants may also write to the Lead
Manager. All complaints, queries or comments received by Stock Exchange/SEBI shall be forwarded to the
Lead Manager, who shall respond to the same.
CHIEF FINANCIAL OFFICER
MR. NIPUN GARG
M K PROTEINS LIMITED
Naraingarh Road,
Vill. Garnala Ambala City,
Haryana -134003
Tel: +91 171 2679157, 2679358
Email: nipun@mkproteins.in
STATUTORY AUDITOR
JAYANT BANSAL & CO.
Chartered Accountants
320, Mahesh Nagar,
Ambala Cantt. - 133001
Tel: +91 171 27043878, 27053878
E-mail: jayantbansalca@gmail.com
Firm Registration No.: 004694N
Contact Person: Mr. Jayant Bansal
Membership No.: 086478
PEER REVIEW AUDITOR
RPMD & ASSOCIATES
Chartered Accountants
AB-17, 1st Floor, Shalimar Bagh,
New Delhi- 110088
Tel: +91 11 27472042
Mobile: +91-9811613999
Email: info@rpmd.in
Firm Registration No.: 005961C
Peer Review Certificate No.: 005845
Contact Person: Mr. Rahul Jain
Membership No.: 518352

50
LEAD MANAGER
SARTHI CAPITAL ADVISORS PRIVATE LIMITED
Unit No. 411, 4th Floor, Pratap Bhawan, 159/11, Amar Brass Compound
5, Bahadurshah Zafar Marg, Vidya Nagari Marg, Kalina
New Delhi - 110002 Santacruz (E), Mumbai – 400098
Tel: (011) 23739425/26/27 Tel: (022) 26528671/72
Fax: (011) 23739424 Fax: (022) 26528673
Contact Person: Mr. Anand Lakhotia Contact Person: Mr. Deepak Sharma
Email: ipo@sarthiwm.in
SEBI Registration No.: INM000012011
REGISTRAR TO THE ISSUE
BIGSHARE SERVICES PRIVATE LIMITED
E2 Ansa Industrial Estate,
Sakivihar Road, Sakinaka
Andheri East, Mumbai – 400072
Tel: (022) 40430200
Fax: (022) 28475207
E-mail: ipo@bigshareonline.com
Contact Person: Mr. Jibu John
SEBI Registration No.: INR000001385
LEGAL ADVISOR TO THE ISSUE
ANURAG LAKHOTIA
Address: AC-130, A, Shalimar Bagh,
New Delhi- 110088
Tel: (+91) 9910081392
E-mail: anuraglakhotia@gmail.com
Contact Person: Mr. Anurag Lakhotia
BANKER TO THE COMPANY
HDFC BANK LIMITED
Panjokhra, VPO Panjokhra Sahib, Ambala
Naraingarh Road, District Ambala,
Haryana -134011
Tel: +91 171 2679215, 8295341176
Email: prashantj.sharma@hdfcbank.com
mayank.ahluwalia@hdfcbank.com

51
Contact Person: Mr. Prashant Sharma, Branch Manager
Mr. Mayank Ahluwalia, Regional Manager
BANKER TO THE ISSUE/ PUBLIC ISSUE BANK
AXIS BANK LIMITED
Fortune 2000, Ground Floor, Bandra-Kurla Complex,
Bandra (E), Mumbai – 400051
Tel: +91-22-61483110
Fax: +91-22-61483119
Email: BKC.Operationshead@axisbank.com
Contact Person: Mr. Percy Badhniwala
SEBI Registration No.: INBI00000017
REFUND BANK
AXIS BANK LIMITED Fortune 2000, Ground Floor, Bandra-Kurla Complex,
Bandra (E), Mumbai – 400051
Tel: +91-22-61483110
Fax: +91-22-61483119
Email: BKC.Operationshead@axisbank.com
Contact Person: Mr. Percy Badhniwala
SEBI Registration No.: INBI00000017
SELF CERTIFIED SYNDICATE BANKS
The lists of banks that have been notified by SEBI to act as SCSB for the Applications Supported by Blocked
Amount (ASBA) Process are provided on
http://www.sebi.gov.in/cms/sebi_data/attachdocs/1480483399603.html. For details on Designated Branches of
SCSBs collecting the ASBA Application Form, please refer to the above-mentioned SEBI link.

CREDIT RATING
This being an issue of Equity shares, credit rating is not required.
IPO GRADING
Since the Issue is being made in terms of Chapter XB of the SEBI (ICDR) Regulations, there is no requirement
of appointing an IPO Grading agency.
APPRAISAL AND MONITORING AGENCY
As per Regulation 16(1) of the SEBI (ICDR) Regulations, the requirement of Monitoring Agency is not mandatory
if the Issue size is below Rs. 50,000 Lakhs. Since the Issue size is only of Rs. 1023.40 Lakhs, our Company has
not appointed any monitoring agency for this Issue. However, the audit committee of our Company would be
monitoring the utilization of the proceeds of the Issue.
INTER-SE ALLOCATION OF RESPONSIBILITIES
Since Sarthi Capital Advisors Private Limited is the sole Lead Manager to this Issue, a statement of inter se
allocation of responsibilities among Lead Managers is not applicable.

52
EXPERT OPINION
Except the report of the Statutory Auditor on statement of tax benefits included in this Prospectus, our Company
has not obtained any other expert opinion.
DEBENTURE TRUSTEE
Since this is not a debenture issue, appointment of debenture trustee is not required.
UNDERWRITER
Our Company and LM to the offer hereby confirm that the Offer is 100% Underwritten. The underwriting
agreement dated February 20, 2017, pursuant to the terms of the underwriting agreement the obligations of the
underwriter are subject to certain conditions specified therein. The underwriter has indicated its intention to
underwrite the following number of specified securities being offered through this Offer.

Indicative Number Amount % of the Total

Name and Address of the Underwriter of Equity shares to Underwritten Issue Size
be Underwritten (Rupees In Lakhs) Underwritten

Sarthi Capital Advisors Private

14,62,000 1023.40 100.00
Limited
159/11, Amar Brass Compound,
Vidya Nagari Marg, Kalina,
Santacruz (E), Mumbai - 400098
Tel: (022) 26528671/72
Fax: (022) 26528673
Email: ipo@sarthiwm.in
Contact Person: Mr. Deepak Sharma
SEBI Registration No.: INM000012011

Total 14,62,000 1023.40 100.00

In the opinion of the Board of Directors of the Company, the resources of the above mentioned underwriter are
sufficient to enable them to discharge their respective underwriting obligations in full. Further, the underwriter
shall be paid a commission at the rate of 0.50% of the net offer to the public.
DETAILS OF THE MARKET MAKING ARRANGEMENT
Our Company and the Lead Manager have entered into a tripartite agreement dated February 20, 2017 with the
following Market Maker, duly registered with National Stock Exchange of India Limited to fulfill the obligations
of Market Making:
CHOICE EQUITY BROKING PRIVATE LIMITED
Choice House, Shree Shakambhari Corporate Park,
156-158, J.B. Nagar, Andheri (E),
Mumbai – 400099, Maharashtra
Tel: + 91 22 67079853
Fax: + 91 22 67079898
E-mail: sme@choiceindia.com

53
Contact Person: Mr. Premkumar Harikrishnan
SEBI Registration No.: INB231377335
Choice Equity Broking Private Limited, registered with SME segment (NSE-EMERGE) of NSE will act as the
market maker and has agreed to receive or deliver the specified securities in the market making process for a
period of three years from the date of listing of our Equity Shares or for a period as may be notified by amendment
to SEBI (ICDR) Regulations.
The Market Maker shall fulfill the applicable obligations and conditions as specified in the SEBI (ICDR)
Regulations, as amended from time to time and the circulars issued by the NSE and SEBI in this matter from time
to time.
Following is a summary of the key details pertaining to the Market Making arrangement:
1. The Market Maker(s) (individually or jointly) shall be required to provide a 2-way quote for 75% of the time
in a day. The same shall be monitored by the Stock Exchange. Further, the Market Maker(s) shall inform the
Exchange in advance for each and every black out period when the quotes are not being offered by the Market
Maker(s).
2. The minimum depth of the quote shall be Rs. 1,00,000/-. However, the investors with holdings of value less
than Rs. 1,00,000/- shall be allowed to offer their holding to the Market Maker(s) (individually or jointly) in
that scrip provided that he sells his entire holding in that scrip in one lot along with a declaration to the effect
to the selling broker.
3. After a period of three (3) months from the market making period, the market maker would be exempted to
provide quote if the Shares of market maker in our Company reaches to 25 % of Issue Size (Including the
78,000 Equity Shares out to be allotted under this Issue.) Any Equity Shares allotted to Market Maker under
this Issue over and above 78,000 Equity Shares would not be taken in to consideration of computing the
threshold of 25% of Issue Size. As soon as the Shares of market maker in our Company reduce to 24% of
Issue Size, the market maker will resume providing 2-way quotes.
4. There shall be no exemption/threshold on downside. However, in the event the market maker exhausts his
inventory through market making process, the concerned stock exchange may intimate the same to SEBI after
due verification.
5. Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker(s), for the
quotes given by him.
6. There would not be more than five Market Makers for a script at any point of time and the Market Makers
may compete with other Market Makers for better quotes to the investors. At this stage, Choice Equity
Broking Private Limited is acting as the sole Market Maker.
7. On the first day of the listing, there will be pre-opening session (call auction) and there after the trading will
happen as per the equity market hours. The circuits will apply from the first day of the listing on the discovered
price during the pre-open call auction.
8. The Marker Maker may also be present in the opening call auction, but there is no obligation on him to do
so.
9. There will be special circumstances under which the Market Maker may be allowed to withdraw
temporarily/fully from the market – for instance due to system problems, any other problems. All controllable
reasons require prior approval from the Exchange, while force-majeure will be applicable for non-controllable
reasons. The decision of the Exchange for deciding controllable and non-controllable reasons would be final.
10. The Market Maker(s) shall have the right to terminate said arrangement by giving one month notice or on
mutually acceptable terms to the Merchant Banker, who shall then be responsible to appoint a replacement
Market Maker(s).

54
 In case of termination of the above mentioned Market Making agreement prior to the completion of the
compulsory Market Making period, it shall be the responsibility of the Lead Manager to arrange for another
Market Maker(s) in replacement during the term of the notice period being served by the Market Maker but
prior to the date of releasing the existing Market Maker from its duties in order to ensure compliance with
the requirements of regulation 106V of the SEBI (ICDR) Regulations, 2009. Further the Company and the
Lead Manager reserve the right to appoint other Market Maker(s) either as a replacement of the current Market
Maker or as an additional Market Maker subject to the total number of Designated Market Makers does not
exceed 5 (five) or as specified by the relevant laws and regulations applicable at that particulars point of time.
The Market Making Agreement is available for inspection at our Registered Office from 11.00 a.m. to 5.00
p.m. on working days.
11. Emerge Platform of NSE will have all margins which are applicable on the NSE Main Board viz., Mark-to-
Market, Value-At-Risk (VAR) Margin, Extreme Loss Margin, Special Margins and Base Minimum Capital
etc. NSE can impose any other margins as deemed necessary from time-to-time.
12. Emerge Platform of NSE will monitor the obligations on a real time basis and punitive action will be initiated
for any exceptions and/or non-compliances. Penalties / fines may be imposed by the Exchange on the Market
Maker, in case he is not able to provide the desired liquidity in a particular security as per the specified
guidelines. These penalties / fines will be set by the Exchange from time to time. The Exchange will impose
a penalty on the Market Maker(s) in case he is not present in the market (offering two way quotes) for at least
75% of the time. The nature of the penalty will be monetary as well as suspension in market making activities
/ trading membership.
The Department of Surveillance and Supervision of the Exchange would decide and publish the penalties/
fines/ suspension for any type of misconduct/ manipulation/ other irregularities by the Market Maker from
time to time.

13. The price band shall be 20% and the market maker spread (difference between the sell and the buy quote)
shall be within 10% or as intimated by Exchange from time to time.

55
 CAPITAL STRUCTURE

The share capital of our Company as of the date of this Prospectus before and after the issue is set forth below:

(Rs. In Lakhs except share data)

Aggregate Value
Sr. No Particulars
Face Value Issue Price

A AUTHORISED SHARE CAPITAL

50,00,000 Equity Shares of face value of Rs. 10 each 500.00

B ISSUED, SUBSCRIBED AND PAID UP SHARE

CAPITAL

27,08,800 fully paid up Equity Shares of face value of Rs. 10

270.88
each

C PRESENT ISSUE IN TERMS OF PROSPECTUS*

14,62,000 Equity Shares of face value of Rs. 10 each 146.20 1023.40

Which comprises of:

74,000 Equity Shares of face value of Rs.10 each at a

premium of Rs. 60 per Equity Share reserved as Market 7.40 51.80
Maker Portion.

Net Issue to Public of 13,88,000 Equity Shares of face value

of Rs. 10 each at a premium of Rs. 60 per Equity Share to the 138.80 971.60
Public.

Of which:

6,94,000 Equity Shares of face value of Rs.10 each at a

premium of Rs. 60 per Equity Share will be available for 69.40 485.80
allocation to Investors up to Rs. 2.00 Lakhs

6,94,000 Equity Shares of face value of Rs.10 each at a

premium of Rs. 60 per Equity Share will be available for 69.40 485.80
allocation to Investors above Rs. 2.00 Lakhs

D ISSUED, SUBSCRIBED AND PAID UP SHARE

CAPITAL AFTER THE ISSUE

41,70,800 Equity Shares of face value of Rs. 10 each 417.08

56
 E SECURITIES PREMIUM ACCOUNT

Before the Issue NIL

After the Issue 877.20

* The Issue has been authorized pursuant to a resolution of our Board dated February 15, 2017 and by Special
Resolution passed under Section 62 (1)(c) of the Companies Act, 2013 at Extraordinary General Meeting of our
shareholders held on February 16, 2017.
The Company has only one class of share capital i.e. Equity Shares of face value of Rs.10 each only. All Equity
Shares issued are fully paid-up.
Our Company has no outstanding convertible instruments as on the date of this Prospectus.
NOTES TO THE CAPITAL STRUCTURE:
History of change in authorized Equity Share capital of Our Company
• The Initial Authorized Capital of Rs. 1,00,00,000/- (Rupees One Crore only) consisting of 1,00,000 Equity
shares of face value of Rs. 100/- each was sub-divided into Rs. 1,00,00,000/- (Rupees One Crore only)
consisting of 10,00,000 Equity Shares of face value of Rs. 10/- each pursuant to a resolution of the
shareholders dated December 17, 2016.

• The authorized capital of Rs. 1,00,00,000/- (Rupees One Crore only) consisting of 10,00,000 Equity Shares
of face value of Rs. 10/- each was increased to Rs. 5,00,00,000/- (Rupees Five Crore only) consisting of
50,00,000 Equity Shares of face value of Rs. 10/- each pursuant to a resolution of the shareholders dated
January 20, 2017.

1. Equity Share Capital History:

No. of Cumulative Cumulative

Date of Face Issue Nature of Nature of
Shares No. of Paid up
Allotment Value Price Allotment Consideration
Allotted Shares Capital

On Subscription
1,000 100 100 Cash 1,000 1,00,000
Incorporation to MOA (1)

August 31, Further

66,720 100 100 Cash 67,720 67,72,000
2012 Allotment (2)

Total Prior To Sub-Division 67,720 67,72,000

December 17,
6,77,200 10 - Sub-Division(3) - 6,77,200 67,77,200
2016

Total Post Sub-Division 6,77,200 67,72,000

Consideration
February 15, Bonus
20,31,600 10 - Other than 27,08,800 2,70,88,000
2017 Issue(4)
Cash

57
(1)
Initial Subscribers to Memorandum of Association hold 1,000 Equity Shares each of face value of Rs. 100/-
fully paid up as per the details given below:

Sr. No. Name of Person No. of Shares Allotted

1. Parvind Kumar 500

2. Raj Kumar 500

Total 1000

(2)
The Company allotted 66,720 Equity Shares of face value of Rs. 100/- each at par as per the details given
below:

Sr. No. Name of Person No. of Shares Allotted

1. Parvind Kumar 4,820

2. Raj Kumar 500

3. Vinod Kumar (HUF) 13,100

4. Parmod Kumar (HUF) 7800

5. Pragun Garg 20,000

6. Eishika Garg 7,700

7. Neelesh Garg 3,000

8. Shivani Garg 1,570

9. Sunila Garg 5,950

10. Kritika Garg 1,080

11. Vinod Kumar 1,200

Total 66,720

(3)
The Company Sub-divided the face value of its Equity Shares from Rs. 100/- each to Rs. 10/- each pursuant
to a resolution of the Board of Directors dated December 10, 2016 and a resolution of the shareholders in the
Extra-Ordinary General Meeting dated December 17, 2016.

Sr. No. Name of Person No. of Shares Allotted

1. Parvind Kumar 53,200

2. Raj Kumar 72,500

3. Vinod Kumar (HUF) 65,000

4. Parmod Kumar (HUF) 66,000

58
 Sr. No. Name of Person No. of Shares Allotted

5. Pragun Garg 66,000

6. Neelesh Garg 30,000

7. Shivani Garg 63,700

8. Sunila Garg 59,500

9. Vinod Kumar 45,000

10. Parvind Kumar (HUF) 20,000

11. Teena Garg 30,000

12. Manik Garg 14,000

13. Raj Kumar (HUF) 48,500

14. Sheel Garg 33,000

15. Shreyans Garg 10,800

Total 6,77,200

(4)
The Company allotted 20,31,600 Equity Shares as Bonus Shares of face value of Rs. 10/- each at par in the
ratio of 3 Equity Shares for every 1 Equity Share held as per the details given below.

Sr. No. Name of Person No. of Shares Allotted

1. Parvind Kumar 1,59,600

2. Raj Kumar 2,17,500

3. Vinod Kumar (HUF) 1,95,000

4. Parmod Kumar (HUF) 1,98,000

5. Pragun Garg 1,98,000

6. Neelesh Garg 90,000

7. Shivani Garg 1,91,100

8. Sunila Garg 1,78,500

9. Vinod Kumar 1,35,000

10. Parvind Kumar (HUF) 60,000

11. Teena Garg 90,000

59
 Sr. No. Name of Person No. of Shares Allotted

12. Manik Garg 42,000

13. Raj Kumar (HUF) 1,45,500

14. Sheel Garg 99,000

15. Shreyans Garg 32,400

Total 20,31,600

2. Issue of Equity Shares for consideration other than cash (Issue of Bonus Shares) as on February 15, 2017.
Number Nature
Date of Face Issue Reasons No. of
of of
shareholder value Price for Allottees Shares
Equity Conside
’s approval (Rs.) (Rs.) allotment Allotted
Shares ration

Parvind Kumar
January 20, 20,31,600 10 Nil Other Bonus 1,59,600
2017 than cash issue of
Raj Kumar 2,17,500
Equity
Shares in
Vinod Kumar (HUF) 1,95,000
the ratio
of 3:1 Parmod Kumar (HUF) 1,98,000

Pragun Garg 1,98,000

Neelesh Garg 90,000

Shivani Garg 1,91,100

Sunila Garg 1,78,500

Vinod Kumar 1,35,000

Parvind Kumar (HUF) 60,000

Teena Garg 90,000

Manik Garg 42,000

Raj Kumar (HUF) 1,45,500

Sheel Garg 99,000

Shreyans Garg 32,400

Total 20,31,600

No benefits have accrued to the Company out the above issuances.

60
3. We have not issued any Equity Shares out of revaluation reserves or in terms of any scheme approved under
Sections 391- 394 of the Companies Act.
4. We have not issued any equity shares in last one year at price below Issue Price.
5. Details of shareholding of promoters:
A. Mr. Vinod Kumar

Face
Issue /
Date of No. of value Pre-issue Post- issue No. of % of
Acquisition Nature of
Allotment/ Equity per shareholdi shareholdi Shares Shares
/ Transfer Transactions
Transfer Shares Share ng** % ng** % Pledged Pledged
price (Rs.)
(Rs.)
August 31,
1,200 100 100 Allotment 0.44 0.29 0 0.00%
2009
March 28,
3,300 100 100 Transfer* 1.22 0.79 0 0.00%
2014

4,500 100 Total Prior Sub-Division

December Sub-
45,000 10 - 1.66 1.08 0 0.00%
17, 2016 Division

45,000 10 Total Post Sub-Division

February 15, Bonus
1,35,000 10 - 4.98 3.24 0 0.00%
2017 Issue

Total 1,80,000 6.65 4.32

* Transfer of 3,300 equity shares from Ms. Eshika Garg daughter of Mr. Vinod Kumar.

**The calculation percentage (%) of Pre-issue and Post- issue shareholding on the basis of Post-subdivision of
Equity Shares.

B. Mr. Raj Kumar

Face
Issue /
Date of No. of value Pre-issue Post- issue No. of % of
Acquisition Nature of
Allotment/ Equity per shareholdin shareholdi Shares Shares
/ Transfer Transactions
Transfer Shares Share g** % ng** % Pledged Pledged
price (Rs.)
(Rs.)
On
Subscription
Incorporatio 500 100 100 0.18 0.12 0 0.00%
to MOA
n
August 31,
500 100 100 Allotment 0.18 0.12 0 0.00%
2012
March 30,
6,250 100 100 Transfer* 2.31 1.50 0 0.00%
2013

7,250 100 Total Prior Sub-Division

December Sub-
72,500 10 - 2.68 1.74 0 0.00%
17, 2016 Division

72,500 10 Total Post Sub-Division

61
 February 15, Bonus
2,17,500 10 - 8.03 5.21 0 0.00%
2017 Issue

Total 2,90,000 10.71 6.95

*Transfer of 3,350 equity shares from Mr. Pragun Garg and 2,900 equity shares from Vinod Kumar (HUF)

**The calculation percentage (%) of Pre-issue and Post- issue shareholding on the basis of Post-subdivision of
Equity Shares.

C. Mr. Parvind Kumar

Face
Issue /
Date of No. of value Pre-issue Post- issue No. of % of
Acquisition / Nature of
Allotment/ Equity per shareholdi shareholdi Shares Shares
Transfer priceTransactions
Transfer Shares Share ng* % ng* % Pledged Pledged
(Rs.)
(Rs.)
On
Subscription
Incorporati 500 100 100 0.18 0.12 0 0.00%
to MOA
on
August
4,820 100 100 Allotment 1.78 1.16 0 0.00%
31, 2012
5,320 100 Total Prior Sub-Division
December Sub-
53,200 10 - 1.96 1.28 0 0.00%
17, 2016 Division

53,200 10 Total Post Sub-Division

February Bonus
1,59,600 10 - 5.89 3.83 0 0.00%
15, 2017 Issue

Total 2,12,800 7.86 5.10

*The calculation percentage (%) of Pre-issue and Post- issue shareholding on the basis of Post-subdivision of
Equity Shares.

D. Parmod Kumar (HUF)

Face
Issue /
Date of No. of value Pre-issue Post- issue No. of % of
Acquisition / Nature of
Allotment/ Equity per shareholdi shareholdi Shares Shares
Transfer Transactions
Transfer Shares Share ng** % ng** % Pledged Pledged
price (Rs.)
(Rs.)
August
7,800 100 100 Allotment 2.88 1.87 0 0.00%
31, 2012
March
-1,200 100 100 Transfer* -0.44 -0.29 0 0.00%
30, 2013
6,600 100 Total Prior Sub-Division
December Sub-
66,000 10 - 2.44 1.58 0 0.00%
17, 2016 Division

66,000 10 Total Post Sub-Division

February
1,98,000 10 - Bonus Issue 7.31 4.75 0 0.00%
15, 2017

62
 Total 2,64,000 9.75 6.33
*Transfer of 1,200 equity shares to Mr. Manik Garg
**The calculation percentage (%) of Pre-issue and Post- issue shareholding on the basis of Post-subdivision of
Equity Shares.

6. Our Promoter Group, Directors and their immediate relatives have not purchased/sold Equity Shares of the
Company during last 6 months except the following:

Sr. No. of Equity Face Value Nature of

Name of Transferor Name of Transferee
No. Shares (In Rs.) Transaction

1. Shreyans Garg Sheel Garg 43,200 10 Gift

7. Our Promoters have confirmed to the Company and the Lead Manager that the Equity Shares held by our
Promoters have been financed from his personal funds or their internal accruals, as the case may be, and no
loans or financial assistance from any bank or financial institution has been availed by him for this purpose.
8. There are no financing arrangements whereby the Promoter Group, the Directors of our Company and their
relatives have financed the purchase by any other person of securities of the issuer other than in the normal
course of the business of the financing entity during the period of six months immediately preceding the date
of filing offer document with the Stock Exchange.
9. Details of Promoter’s Contribution locked in for three years:
Pursuant to Regulation 32 and 36 of SEBI (ICDR) Regulations an aggregate of 20% of the post-issue capital
held by our Promoters shall be considered as Promoters’ Contribution (“Promoters Contribution”) and
locked-in for a period of three years from the date of Allotment. The lock-in of the Promoters’ Contribution
would be created as per applicable law and procedure and details of the same shall also be provided to the
Stock Exchange before listing of the Equity Shares.
Our Promoters have granted consent to include such number of Equity Shares held by him as may constitute
22.70 % of the post-issue Equity Share Capital of our Company as Promoters Contribution and has agreed
not to sell or transfer or pledge or otherwise dispose of in any manner from the date of filing of this Prospectus
until the commencement of the lock-in period specified above.

Date when % of Post

Date of No. of Shares Face Issue Nature of
made fully Issue
allotment Allotted Value Price Allotment
paid up Capital
A. Mr. Vinod Kumar
August 31, August 31,
12,000* 10 10 Allotment 0.29
2009 2009
March 28, March 28,
33,000* 10 10 Transfer 0.79
2014 2014
February 15, February 15,
1,35,000 10 - Bonus Issue 3.24
2017 2017

Total 1,80,000 4.32

63
 B. Mr. Raj Kumar
Since Since
5,000* 10 10 Subscription to MOA 0.12
Incorporation Incorporation
August 31, August 31,
5,000* 10 10 Allotment 0.12
2012 2012
March 30, March 30,
62,500* 10 10 Transfer 1.50
2013 2013
February 15, February 15,
2,17,500 10 - Bonus Issue 5.21
2017 2017

Total 2,90,000 6.95

C. Mr. Parvind Kumar

Since Since
5,000* 10 10 Subscription to MOA 0.12
Incorporation Incorporation
August 31, August 31,
48,200* 10 10 Allotment 1.16
2012 2012
February 15, February 15,
1,59,600 10 - Bonus Issue 3.83
2017 2017

Total 2,12,800 5.10

D. Parmod Kumar (HUF)

August 31, August 31,
78,000* 10 10 Allotment 1.87
2012 2012
March 30, March 30,
-12,000* 10 10 Transfer -0.29
2013 2013
February 15, February 15,
1,98,000 10 - Bonus Issue 4.75
2017 2017

Total 2,64,000 6.33

* Actual allotment of these shares was made according to Face Value of Rs. 100/- each which was sub-
divided to Rs. 10/- each pursuant to a resolution of the Board of Directors dated December 10, 2016 and a
resolution of the shareholders in the Extra-Ordinary General Meeting dated December 17, 2016
We further confirm that the aforesaid minimum Promoters Contribution of 20% which is subject to lock-in
for three years does not consist of:
• Equity Shares acquired during the preceding three years for consideration other than cash and out of
revaluation of assets or capitalization of intangible assets or bonus shares out of revaluation reserves or
reserves without accrual of cash resources.
• Equity Shares acquired by the Promoters during the preceding one year, at a price lower than the price
at which Equity Shares are being offered to public in the Initial Public Offer.
• The Equity Shares held by the Promoters and offered for minimum Promoters’ Contribution are not
subject to any pledge.
• Equity Shares for which specific written consent has not been obtained from the shareholders for
inclusion of their subscription in the minimum Promoters’ Contribution subject to lock-in.
• Equity shares issued to our Promoters on conversion of partnership firm into Private limited company
during the preceding one year, at a price lower than the price at which Equity Shares are being offered
to public in the Initial Public Offer.

64
 The Promoters’ Contribution can be pledged only with a scheduled commercial bank or public financial
institution as collateral security for loans granted by such banks or financial institutions, in the event the
pledge of the Equity Shares is one of the terms of the sanction of the loan. The Promoters’ Contribution may
be pledged only if in addition to the above stated, the loan has been granted by such banks or financial
institutions for the purpose of financing one or more of the objects of this Issue.
The Equity Shares held by our Promoters may be transferred to and among the Promoter Group or to new
Promoters or persons in control of our Company, subject to continuation of the lock-in in the hands of the
transferees for the remaining period and compliance with the Takeover Regulations, as applicable.
10. Details of share capital locked in for one year
In addition to minimum 20% of the Post-Issue shareholding of our Company held by the Promoters (locked
in for three years as specified above), in accordance with regulation 36 of SEBI (ICDR) Regulations, the
entire pre-issue share capital of our Company shall be locked in for a period of one year from the date of
Allotment in this Issue.
The Equity Shares held by persons other than our Promoters and locked-in for a period of one year from the
date of Allotment, in accordance with regulation 37 of SEBI (ICDR) Regulations, in the Issue may be
transferred to any other person holding Equity Shares which are locked-in, subject to the continuation of the
lock-in the hands of transferees for the remaining period and compliance with the Takeover Regulations.

65
A. The table below represents the current shareholding pattern of our Company as per Regulation 31 of the SEBI (LODR) Regulations, 2015:

I. Summary of Shareholding Pattern

Sharehol Sharehol Number of Number Number
ding as a ding, as a Locked in of of shares
% of % shares** Shares held in
total no. Number of Voting Rights No. of assuming pledged demateri
No. of shares held in each class of Shares full or alized
No. of (calculat securities* underly conversi otherwis form*
of Par ed as per ing on of e
No. of SCRR, converti encumbe
fully tly outstan
shares 1957) ble red
Categor paid pai Total ding
Categ No. of underlyi securities
y of up d no. of As a % of convert
ory sharehol ng (as a No. As N As
shareho equit up shares (A+B+C2) ible
Code ders Deposito No. of Voting percenta a% o. a%
lder y equi held Tot securiti (a)
ry Rights ge of of of
share ty al as es (a
Receipts diluted tota tota
s sha a% (includi )
held res of ng share l l
held Voti Warra Capital) sha sha
Cla res res
Class ng nts) As a %
ss Total held held
Rig of
X
Y hts (A+B+C (b) (b)
2)

VII =
XI=VII
I II III IV V VI IV+V VIII IX X XII XIII XIV
+X
+VI

Promoter
and 2708 27088 2708 2708 100. 2708 100.
(A) 14 - - 100.00 0 - 100.00 - - 2708800
Promoter 800 00 800 800 00 800 00
Group

66
 (B) Public - - - - - - - - - - - - - - - - -

Non
Promoter
(C) - - - - - - - - - - - - - - - - -
- Non
Public

Shares
(C1) underlyi - - - - - - - - - - - - - - - - -
ng DRs

Shares
held by
(C2) - - - - - - - - - - - - - - - - -
Employe
e Trusts

2708 27088 2708 2708 100. 2708 100.

Total 14 - - 100.00 0 - 100.00 - - 2708800
800 00 800 800 00 800 00

*As of date of this Prospectus, 1 Equity Share holds 1 vote.

**Shall be locked-in on or before the date of allotment in this issue.

67
 II. Statement showing shareholding pattern of the Promoters and Promoter Group

Shareho Number of Number Number

Shareho
lding as locked in of Shares of shares
lding, as
a % of Number of Voting Rights Shares** pledged held in
No. of a%
total no. held in each class of or demateri
Shares assumin
No. of securities* otherwise alized
No. underl g full
of shares encumber form
of No. of ying conversi
Part (calcula ed
fully shares outsta on of
ly ted as
paid underly Total nding converti
Category& No. of paid per No. of Voting No. As N As
up ing nos. conver ble
Name of PAN shareho up SCRR, Rights Tot a o. a
equit Deposit shares 1957) tible securitie (a)
Shareholder lders equi al % %
y ory held securit s (as a (a)
ty as a of of
shar Receipt As a % ies percent
shar % tota tota
es s of (includ age of
es of l l
held (A+B+ Clas Cl ing diluted
held Tota Vot sha sha
C2) s ass Warra share
l ing res res
nts) Capital)
X Y Rig hel hel
hts As a % of d d
(A+B+C2)
(b) (b)

VII =
XI =
(IV)+
(I) (II) (III) (IV) (V) (VI) (VIII) (IX) (X) (VII) + (XII) (XIII) (XIV)
(V)+
(X)
(VI)
(1)
Indian

(a) Individuals
/Hindu 2708 2708 2708 2708 100. 2708 100
- 14 - - 100.00 - - 100.00 - - 2708800
Undivided 800 800 800 800 00 800 .00
Family

68
Parvind AASPK6
1 212800 - - 212800 7.86 212800 - 212800 7.86 - 7.86 212800 7.86 - - 212800
Kumar 954D
AASPK6 -
Raj Kumar 1 290000 - - 290000 10.71 290000 290000 10.71 - 10.71 290000 10.71 - - 290000
955C
Vinod Kumar AACHV4 -
1 260000 - - 260000 9.60 260000 260000 9.60 - 9.60 260000 9.60 - - 260000
(HUF) 720Q
Parmod AAEHP7 -
1 264000 - - 264000 9.75 264000 264000 9.75 - 9.75 264000 9.75 - - 264000
Kumar (HUF) 249E
Pragun ALSPG75 -
1 264000 - - 264000 9.75 264000 264000 9.75 - 9.75 264000 9.75 - - 264000
Garg 55M
Neelesh AVBPG7 -
1 120000 - - 120000 4.43 120000 120000 4.43 - 4.43 120000 4.43 - - 120000
Garg 289H
Shivani AAOPG5 -
1 254800 - - 254800 9.41 254800 254800 9.41 - 9.41 254800 9.41 - - 254800
Garg 537A
AAOPG5 -
Sunila Garg 1 238000 - - 238000 8.79 238000 238000 8.79 - 8.79 238000 8.79 - - 238000
539Q
Vinod AASPK6 -
1 180000 - - 180000 6.65 180000 180000 6.65 - 6.65 180000 6.65 - - 180000
Kumar 953E
Parvind AAEHP7 80000 80000 80000 - 80000 2.95 80000 2.95
1 - - 2.95 - 2.95 - - 80000
Kumar (HUF) 250F
AAOPG5 -
Teena Garg 1 120000 - - 120000 4.43 120000 120000 4.43 - 4.43 120000 4.43 - - 120000
538R
BIEPG44 56000 56000 56000 - 56000 2.07 56000 2.07
Manik Garg 1 - - 2.07 - 2.07 - - 56000
49J
Raj Kumar AAFHR1 -
1 194000 - - 194000 7.16 194000 194000 7.16 - 7.16 194000 7.16 - - 194000
(HUF) 898L

Sheel Garg AANPG6 1 175200 - - 175200 6.47 175200 - 175200 6.47 - 6.47 175200 6.47 - - 175200
732E

69
(b) Central
Government
/State - - - - - - - - - - - - - - - - - -
Government
(s)
(c) Financial
Institutions - - - - - - - - - - - - - - - - - -
/Banks
Any other
(d)
(Companies - - - - - - - - - - - - - - - - -
-
limited with
shares)

Sub-total 2708 2708 2708 2708 100. 2708 100

- 14 - - 100.00 - - 100.00 - - 2708800
(A) (1) 800 800 800 800 00 800 .00

(2) Foreign

Individuals
(a)
(Non-
Resident
- - - - - - - - - - - - - - - - - -
Individual/F
oreign
Individual)
(b) Government - - - - - - - - - - - - - - - - - -

(c) Institutions - - - - - - - - - - - - - - - - - -

(d) Foreign
Portfolio - - - - - - - - - - - - - - - - - -
Investor

70
(f) Any Other - - - - - - - - - - - - - - - - - -
(specify)

Sub-Total
- - - - - - - - - - - - - - - - - -
(A) (2)

Total
Shareholding
of Promoter
and Promoter 2708 2708 2708 2708 100. 2708 100.
- 14 - - 100.00 - - 100.00 - - 2708800
Group 800 800 800 800 00 800 00

(A)=(A)(1)+
(A)(2)
*As of date of this Prospectus, 1 Equity Share holds 1 vote.
**Shall be locked-in on or before the date of allotment in this issue.

71
 III. Statement showing Shareholding Pattern of the Public shareholder.

Shareh Number Number

Total
olding of Shares of shares
Shareholdin Number
as a % No. of pledged held in
Number of Voting g, as a % of
of total Shares or demateria
Rights held in each assuming Locked
No. no. of Underlyi otherwis lized form
No. of class of securities* full in
of shares ng e
No. of share conversion Shares**
fully (calcula Outstan encumbe
Partly s of
paid ted as ding red
Category& No. of paid under Total nos. convertible
up per converti
name of PAN sharehol up lying shares securities
equi SCRR, No. of Voting ble N As a N As a
shareholder ders equity Depo held Tota (as a
ty 1957) Rights securitie o. % o. %
share sitory l as percentage
shar s of of
s held Recei As a % a% of diluted (a (a
es (includi tota tota
pts of of share ) )
held ng l l
(A+B+ Cla Cla Voti Capital)
Tot Warrant shar shar
C2) ss ss ng
al s) As a % of es es
X Y Rig (A+B+C2 held held
hts )
(b) (b)

VII = XI =
(I) (II) (III) (IV) (V) (VI) (IV) + (VIII) (IX) (X) (VII) + (XII) (XIII) (XIV)
(V)+ (VI) (X)
(1) Institutions - - - - - - - - - - - - - - - - - -
Mutual
(a) - - - - - - - - - - - - - - - - - -
Funds
Venture
(b) - - - - - - - - - - - - - - - - - -
Capital Funds
Alternate
(c)
Investment - - - - - - - - - - - - - - - - - -
Funds

72
 Foreign
(d)
Venture
- - - - - - - - - - - - - - - - - -
Capital
Investors
Foreign
(e)
Portfolio - - - - - - - - - - - - - - - - - -
Investor
Financial
(f)
Institutions/ - - - - - - - - - - - - - - - - - -
Banks
Insurance
(g) - - - - - - - - - - - - - - - - - -
Companies
Provident
(h)
Funds/ Pension - - - - - - - - - - - - - - - - - -
Funds
(i) Any other
- - - - - - - - - - - - - - - - - -
(specify)
Sub-Total
- - - - - - - - - - - - - - - - - -
(B)(1)
(2) Central
Government/
State
- - - - - - - - - - - - - - - - - -
Government(s)
/ President of
India
Sub-Total
- - - - - - - - - - - - - - - - - -
(B)(2)
Non-
(3)
Institutions
Individuals- - - - - - - - - - - - - - - - - - -

73
 (a) i. Individual
shareholders
holding
- - - - - - - - - - - - - - - - - -
nominal share
capital up to
Rs. 2 lakhs.
ii. Individual
shareholders
holding nominal
- - - - - - - - - - - - - - - - - -
share capital in
excess of Rs. 2
lakhs.
(b) NBFCs
registered - - - - - - - - - - - - - - - - - -
with RBI
Employee
(c) - - - - - - - - - - - - - - - - - -
Trusts
Overseas
(d)
Depositories
(holding DRs) - - - - - - - - - - - - - - - - - -
(balancing
figure)
Any other
(e) - - - - - - - - - - - - - - - - - -
(specify)
Sub-Total
- - - - - - - - - - - - - - - - - -
(B)(3)
Total Public
Shareholding
- - - - - - - - - - - - - - - - - -
(B) = B)(1)
+(B)(2)+ (B)(3)
*As of date of this Prospectus, 1 Equity Share holds 1 vote.
**Shall be locked-in on or before the date of allotment in this issue.

74
 IV. Shareholding pattern of the Non Promoter- Non Public shareholder

Shareho Total Number Number

Number of
lding as Number of Voting Sharehold of of shares
No. of Shares pledged
No. No. a % of Rights held in each ing, as a locked held in
Shares or otherwise
of of total no. class of securities % in demateri
Underl encumbered
full Par of assuming Shares alized
No. of shares ying full form
y tly
Catego shares (calculat No. of Voting Outsta conversion N As No. As a %
pai pai
ry& underly ed as Rights nding of o. a% (Not of total
P No. of d d Total nos.
name ing per Total convert convertibl of Applic shares
A shareho up up shares (a)
of Deposit SCRR, as a ible e tota able) held
N lders equ equ held
shareho ory 1957) % of securiti securities l (Not
ity ity (a)
lder Receipt Total es (as a % of sha Applic
sha sha As a % of
s Votin (includi diluted res able)
res res (A+B+C2 Cl Cl To
g ng share hel
hel hel ) ass ass tal (b)
right Warran Capital) d
d d
s ts)
As a % of (b)
(A+B+C2)

(VII)=
(IV (XI)=(VI
(I) (II) (III) (V) (VI) (IV)+(V) (VIII) (IX) (X) (XII) (XIII) (XIV)
) I)+(X)
+(VI)

(1) Custodia
n /DR - - - - - - - - - - - - - - - - - -
Holder

(a) Name of
DR
Holder (if - - - - - - - - - - - - - - - - - -
applicable
)

75
(2) Employee
Benefit
Trust
(Under
SEBI
(Share - - - - - - - - - - - - - - - - - -
based
Employee
Benefit)
Regulatio
ns, 2014)

Total
Non-
Promote
r- Non
Public - - - - - - - - - - - - - - - - - -
Sharehol
ding (C)
= (C)(1)
+ (C)(2)
* In terms of SEBI circular bearing no. Cir/ISD/3/2011 dated June 17, 2011 and SEBI circular bearing no. SEBI/Cir/ISD/ 05 /2011, dated September 30, 2011, The Equity Shares
held by our Promoters / members of the Promoter Group and at least 50% Public Shareholding shall be dematerialized. Accordingly, our Company has dematerialized all the
Equity Shares held by our Promoter / members of the Promoter Group.

Our Company will file the shareholding pattern or our Company, in the form prescribed under Regulation 31 of the SEBI (LODR) Regulations,2015 one day prior to the listing of
the equity shares. The shareholding pattern will be uploaded on the website of NSE (National Stock Exchange of India Limited) before commencement of trading of such Equity
Shares.

76
B. Shareholding of our Promoters and Promoter Group
The table below presents the current shareholding pattern of our Promoters and Promoter Group (individuals
and companies).

Pre – Issue Post – Issue

Sr.
Name of the Shareholder % of Pre-
No. No. of Equity No. of Equity % of Post-
Issue
Shares Shares Issue Capital
Capital

(I) (II) (III) (IV) (V) (VI)

Promoters

1. Vinod Kumar 1,80,000 6.65 1,80,000 4.32

2. Parvind Kumar 2,12,800 7.86 2,12,800 5.10

3. Raj Kumar 2,90,000 10.71 2,90,000 6.95

4. Parmod Kumar (HUF) 2,64,000 9.75 2,64,000 6.33

Promoter Group

1. Vinod Kumar (HUF) 2,60,000 9.60 2,60,000 6.23

2. Pragun Garg 2,64,000 9.75 2,64,000 6.33

3. Neelesh Garg 1,20,000 4.43 1,20,000 2.88

4. Shivani Garg 2,54,800 9.41 2,54,800 6.11

5. Sunila Garg 2,38,000 8.79 2,38,000 5.71

6. Parvind Kumar (HUF) 80,000 2.95 80,000 1.92

7. Teena Garg 1,20,000 4.43 1,20,000 2.88

8. Manik Garg 56,000 2.07 56,000 1.34

9. Raj Kumar (HUF) 1,94,000 7.16 1,94,000 4.65

10. Sheel Garg 1,75,200 6.47 1,75,200 4.20

Total 27,08,800 100.00 27,08,800 64.95

77
The average cost of acquisition of or subscription to Equity Shares by our Promoters is set forth in the table below:

Name of the Promoters No. of Shares held Average cost of Acquisition (in Rs.)

Vinod Kumar 1,80,000 2.50

Parvind Kumar 2,12,800 2.50

Raj Kumar 2,90,000 2.50

Parmod Kumar (HUF) 2,64,000 2.50

Equity Shares held by top ten shareholders

Our top ten shareholders and the number of Equity Shares held by them as on date of this Prospectus are as under:

Sr. No. Name of shareholder No. of Shares % age of pre-Issue capital

1. Raj Kumar 2,90,000 10.71

2. Parmod Kumar (HUF) 2,64,000 9.75

3. Pragun Garg 2,64,000 9.75

4. Vinod Kumar (HUF) 2,60,000 9.60

5. Shivani Garg 2,54,800 9.41

6. Sunila Garg 2,38,000 8.79

7. Parvind Kumar 2,12,800 7.86

8. Raj Kumar (HUF) 1,94,000 7.16

9. Vinod Kumar 1,80,000 6.65

10. Sheel Garg 1,75,200 6.47

Total 23,32,800 86.12

Our top ten shareholders and the number of Equity Shares held by them ten days prior to the date of this Prospectus
are as under:

Sr. No. Name of shareholder No. of Shares % age of pre-Issue capital

1. Raj Kumar 2,90,000 10.71

2. Parmod Kumar (HUF) 2,64,000 9.75

3. Pragun Garg 2,64,000 9.75

4. Vinod Kumar (HUF) 2,60,000 9.60

78
 Sr. No. Name of shareholder No. of Shares % age of pre-Issue capital

5. Shivani Garg 2,54,800 9.41

6. Sunila Garg 2,38,000 8.79

7. Parvind Kumar 2,12,800 7.86

8. Raj Kumar (HUF) 1,94,000 7.16

9. Vinod Kumar 1,80,000 6.65

10. Sheel Garg 1,32,000 4.87

Total 22,89,600 84.52

Our top ten shareholders and the number of Equity Shares held by them two years prior to date of this Prospectus
are as under:

Sr. No. Name of shareholder No. of Shares* % age of pre-Issue capital

1. Raj Kumar 72,500 10.71

2. Parmod Kumar (HUF) 66,000 9.75

3. Pragun Garg 66,000 9.75

4. Vinod Kumar (HUF) 65,000 9.60

5. Shivani Garg 63,700 9.41

6. Sunila Garg 59,500 8.79

7. Parvind Kumar 53,200 7.86

8. Raj Kumar (HUF) 48,500 7.16

9. Vinod Kumar 45,000 6.65

10. Sheel Garg 33,000 4.87

Total 5,72,400 84.52

* No. of Shares are as post-split shareholding having face value of Rs. 10/- each.
11. There is no "Buyback", "Standby", or similar arrangement for the purchase of Equity Shares by our
Company/Promoters/Directors/Lead Manager for purchase of Equity Shares offered through this Prospectus.
12. The Equity Shares, which are subject to lock-in, shall carry the inscription “non-transferable” and the non-
transferability details shall be informed to the depository. The details of lock-in shall also be provided to the
Stock Exchange before the listing of the Equity Shares.

79
13. As on the date of this Prospectus, none of the shares held by our Promoters/ Promoter Group are pledged with
any financial institutions or banks or any third party as security for repayment of loans.
14. Except, as otherwise disclosed in the chapter titled “Objects of the Issue” beginning on page 82 of this
Prospectus, we have not raised any bridge loans against the proceeds of the Issue.
15. Investors may note that in case of over-subscription, allotment will be on proportionate basis as detailed in
heading on "Basis of Allotment" beginning on page 255 of this Prospectus.
16. The Equity Shares Issued pursuant to this Issue shall be fully paid-up at the time of Allotment, failing which
no allotment shall be made.
17. Our Company has not issued any Equity Shares at a price less than the Issue Price in the last one year
preceding the date of filing of this Prospectus.
18. In case of over-subscription in all categories the allocation in the Issue shall be as per the requirements of
Regulation 43 (4) of SEBI (ICDR) Regulations, as amended from time to time.
19. Under subscription, if any, in any category, shall be met with spill-over from any other category or
combination of categories at the discretion of our Company, in consultation with the Lead Manager and NSE-
EMERGE Platform.
20. An over-subscription to the extent of 10% of the Issue can be retained for the purpose of rounding off while
finalizing the basis of allotment to the nearest integer during finalizing the allotment, subject to minimum
allotment lot. Consequently, the actual allotment may go up by a maximum of 10% of the Issue, as a result
of which, the post issue paid up capital after the Issue would also increase by the excess amount of allotment
so made. In such an event, the Equity Shares held by the Promoters and subject to lock-in shall be suitably
increased to ensure that 20% of the post issue paid-up capital is locked-in.
21. The Issue is being made through Fixed Price Method.
22. As on date of filing of this Prospectus with Stock Exchange, the entire issued share capital of our Company
is fully paid-up. The Equity Shares offered through this Public Issue will be fully paid up.
23. On the date of filing this Prospectus with Stock Exchange, there are no outstanding financial instruments or
any other rights that would entitle the existing Promoters or shareholders or any other person any option to
receive Equity Shares after the Issue.
24. Our Company has not issued any Equity Shares out of revaluation reserves and not issued any bonus shares
out of capitalization of revaluation reserves.
25. Lead Manager to the Issue viz. Sarthi Capital Advisors Private Limited and its associates do not hold any
Equity Shares of our Company.
26. Our Company has not revalued its assets since incorporation.
27. Our Company has not made any Public Issue of any kind or class of securities since its incorporation.
28. There will be only one denomination of the Equity Shares of our Company unless otherwise permitted by
law.
29. Our Company shall comply with such disclosure, and accounting norms as may be specified by SEBI from
time to time.
30. There will be no further issue of capital whether by way of issue of bonus shares, preferential allotment, and
rights issue or in any other manner during the period commencing from submission of this Prospectus with
Stock Exchange until the Equity Shares to be issued pursuant to the Issue have been listed.
31. Except as disclosed in the Prospectus, our Company presently does not have any intention or proposal to alter
its capital structure for a period of six (6) months from the date of opening of the Issue, by way of
spilt/consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue of
securities convertible into Equity Shares) whether preferential or otherwise. However, during such period or

80
 a later date, it may issue Equity Shares or securities linked to Equity Shares to finance an acquisition, merger
or joint venture or for regulatory compliance or such other scheme of arrangement if an opportunity of such
nature is determined by its Board of Directors to be in the interest of our Company.
32. Our Company does not have any ESOS/ESPS scheme for our employees and we do not intend to allot any
shares to our employees under ESOS/ESPS scheme from the proposed Issue. As and when, options are
granted to our employees under the ESOP scheme, our Company shall comply with the SEBI (Employee
Stock Option Scheme and Employees Stock Purchase Plan) Guidelines 1999.
33. An investor cannot make an application for more than the number of Equity Shares offered in this Issue,
subject to the maximum limit of investment prescribed under relevant laws applicable to each category of
investor.
34. No payment, direct, indirect in the nature of discount, commission, and allowance, or otherwise shall be made
either by us or by our Promoters to the persons who receive allotments, if any, in this Issue.
35. Our Company has Fourteen (14) shareholders as on the date of filing of this Prospectus.

81
 OBJECTS OF THE ISSUE

Our Company proposes to utilize the funds which are being raised towards funding the following objects and
achieve the benefits of listing on the NSE Emerge Platform.

The objects of the Issue are: -

1. To meet the working capital requirements of the Company

2. Issue Expenses

Our Company believes that listing will enhance our Company’s corporate image, brand name and create a public
market for its Equity Shares in India. The main objects clause of our Memorandum enables our Company to
undertake the activities for which funds are being raised in the Issue. The existing activities of our Company are
within the objects clause of our Memorandum. The fund requirement and deployment is based on internal
management estimates and has not been appraised by any bank or financial institution.

FUND REQUIREMENTS
Our funding requirements are dependent on a number of factors which may not be in the control of our
management, changes in our financial condition and current commercial conditions. Such factors may entail
rescheduling and / or revising the planned expenditure and funding requirement and increasing or decreasing the
expenditure for a particular purpose from the planned expenditure.

We intend to utilize the proceeds of the Fresh Issue, in the manner set forth below:
(Rs. in lakhs)
Sr. No. Particulars Amount

1. Working Capital Requirements 973.40

2. *Issue Expenses 50.00

Total 1023.40
* As on March 24, 2017, our Company has incurred a sum of Rs. 21,21,600/- (Rupees Twenty One Lakhs Twenty
One Thousand Six Hundred only) towards issue expenses.

The requirements of the objects detailed above are intended to be funded from the Proceeds of the Issue.
Accordingly, we confirm that there is no requirement for us to make firm arrangements of finance through
verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised
from the proposed Issue.
The fund requirement and deployment are based on internal management estimates and have not been
appraised by any bank or financial institution. These are based on current conditions and are subject to
change in light of changes in external circumstances or costs, other financial conditions, business or
strategy, as discussed further below.

In case of variations in the actual utilization of funds allocated for the purposes set forth above, increased fund
requirements for a particular purpose may be financed by surplus funds, if any, available in respect of the other
purposes for which funds are being raised in this Issue. If surplus funds are unavailable, the required financing
will be through our internal accruals and/or debt.

82
We may have to revise our fund requirements and deployment as a result of changes in commercial and
other external factors, which may not be within the control of our management. This may entail
rescheduling, revising or cancelling the fund requirements and increasing or decreasing the fund
requirements for a particular purpose from its fund requirements mentioned below, at the discretion of
our management. In case of any shortfall or cost overruns, we intend to meet our estimated expenditure
from internal accruals and/or debt. In case of any such re-schedulement, it shall be made by compliance of
the relevant provisions of the Companies Act 1956 / Companies Act, 2013.

DETAILS OF UTILIZATION OF ISSUE PROCEEDS

(Rs. in Lakhs)
Particulars 2014-15 2015-16 2016-17 2017-18
(Audited) (Audited) (Estimated) (Projected)
Current Assets
Inventories 2,178.61 2,014.20 2,070.67 3,256.23
Trade Receivables 542.95 1,066.30 1,195.40 1,669.93
Cash & Cash Equivalents 2.29 39.87 293.92 165.58
Other Current Assets 155.88 45.77 93.31 194.06
Total (A) 2,879.73 3,166.14 3,653.31 5,285.81

Current Liabilities
Trade Payables 1,208.18 771.31 837.30 1,215.41
Other Current Liabilities 38.35 151.93 190.26 224.50
Short term Provisions 29.45 30.78 53.31 114.06
Short Term Provisions 12.59 13.45 20.00 30.00
Total (B) 1,288.57 967.47 1,100.87 1,583.97

Net Working Capital (A)-(B) 1,591.16 2,198.67 2,552.44 3,701.84

Sources Of Working Capital

Fund Based Borrowings 1,234.07 1,784.51 1,800.00 1,800.00
IPO Proceeds 973.40
Internal Accruals / Share
752.44 928.44
Capital/ Borrowings

Our Company’s business is working capital intensive and we avail our working capital in the ordinary course of
business from HDFC Bank Limited and some portion is met through Internal Accruals. As on March 31, 2016
and March 31, 2015 the Company’s net working capital consisted of Rs. 2,198.67 Lakhs and Rs. 1,591.16 Lakhs
respectively.

The total working capital requirement for the year 2016-17 is estimated to be Rs. 2,552.44 Lakhs and for the year
2017-18 is projected to be Rs. 3,701.84 Lakhs. The incremental working capital requirement for the year ended
2017-18 will be Rs. 1,149.40 Lakhs which will be met through the Net Proceeds to the extent of Rs. 973.40 Lakhs
and the balance portion will be met through Internal Accruals/ Borrowings.

BASIS OF ESTIMATION

The incremental working capital requirements are based on historical Company data and estimation of the future
requirements in FY 2017-18 considering the growth in activities of our Company and in line with norms generally
accepted by banker(s).

83
We have estimated future working capital requirements based on the following:
(No. of Days)

Particulars Basis 2014-15 2015-16 2016-17 2017-18

Receivables Collection Period 16.08 26.89 27.00 27.00

Raw Material 57.16 46.15 45.00 45.00

Inventory
Finished Goods 18.06 12.08 12.00 15.00

Payables Credit Period 34.41 22.32 21.00 21.00

ISSUE RELATED EXPENSES

The expenses for this Issue include issue management fees, underwriting fees, registrar fees, legal advisor fees,
printing and distribution expenses, advertisement expenses, depository charges and listing fees to the Stock
Exchange, among others. The total expenses for this Issue are estimated not to exceed Rs.50.00 Lakhs.
(Rs. in Lakhs)
Expenses
Expenses Expenses
(% of total
Expenses (Rs. in (% of Issue
Issue
Lakhs) size)
expenses)
Payment to Merchant Banker including expenses towards
printing, advertising, and payment to other intermediaries such 40.00 80 3.91
as Registrars, Market Makers, Bankers etc.
Regulatory Fees & Other Expenses 10.00 20 0.98

Total estimated Issue expenses 50.00 100.00 4.89

DEPLOYMENT OF FUNDS

As estimated by our management, the entire proceeds from the Issue shall be utilized as follows:
(Rs. In Lakhs)
Total Funds Amount incurred till Balance deployment
Particulars
required March 24, 2017 during FY 2017-18
Working Capital
973.40 - 973.40
*Issue Expenses
50.00 21.22 28.78
Total 1023.40 21.22 1002.18
* As on March 24, 2017, our Company has incurred a sum of Rs. 21,21,600/- (Rupees Twenty One Lakhs Twenty
One Thousand Six Hundred only) towards issue expenses.

Jayant Bansal & Co., Statutory Auditor have vide certificate dated March 25, 2017 confirmed that as on March
24, 2017 following funds were deployed for the proposed Objects of the Issue:
(Rs. in Lakhs)
Source Estimated Amount

Internal Accruals 21.22

Total 21.22

84
MEANS OF FINANCE
(Rs. in Lakhs)
Particulars Estimated Amount

Net Proceeds 1023.40

Internal Accruals NIL

Total 1023.40

APPRAISAL BY APPRAISING AGENCY

The fund requirement and deployment is based on internal management estimates and has not been appraised by
any bank or financial institution.
INTERIM USE OF FUNDS
Pending utilization for the purposes described above, we intend to deposit the funds with scheduled commercial
banks included in the second schedule of Reserve Bank of India Act, 1934. Our management, in accordance with
the policies established by our Board of Directors from time to time, will deploy the Net Proceeds. Further, our
Board of Directors hereby undertakes that full recovery of the said deposit shall be made without any sort of
delays as and when need arises for utilization of proceeds for the objects of the issue.
MONITORING UTILIZATION OF FUNDS
As the Net Proceeds of the Issue will be less than Rs. 50,000 Lakhs under the SEBI (ICDR) Regulations it is not
mandatory for us to appoint a monitoring agency.
Our Board and the management will monitor the utilization of the Net Proceeds through its audit committee.
Pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, our Company shall on half-yearly basis disclose to the Audit Committee the
applications of the proceeds of the Issue. On an annual basis, our Company shall prepare a statement of funds
utilized for purposes other than stated in this Prospectus and place it before the Audit Committee. Such disclosures
shall be made only until such time that all the proceeds of the Issue have been utilized in full. The statement will
be certified by the Statutory Auditors of our Company.
No part of the Issue Proceeds will be paid by our Company as consideration to our Promoter, our Directors, Key
Management Personnel or companies promoted by the Promoter, except as may be required in the usual course
of business.

VARIATION IN OBJECTS
In accordance with Section 13(8) and Section 27 of the Companies Act, 2013, our Company shall not vary the
objects of the Initial Public Issue without our Company being authorized to do so by the Shareholders by way of
a special resolution through a postal ballot. Further, pursuant to Regulation 32 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, our Company shall on half-
yearly basis disclose to the Audit Committee the applications of the proceeds of the Issue. In addition, the notice
issued to the Shareholders in relation to the passing of such special resolution (“Postal Ballot Notice”) shall specify
the prescribed details as required under the Companies Act. The Postal Ballot Notice shall simultaneously be
published in the newspapers, one in English and one in Hindi. Our Promoters will be required to provide an exit
opportunity to such shareholders who do not agree to the above stated proposal, at a price as may be prescribed
by SEBI, in this regard.

85
 BASIS FOR ISSUE PRICE

The Issue Price of Rs. 70/- per Equity Share has been determined by our Company, in consultation with the Lead
Manager on the basis of the following qualitative and quantitative factors. The face value of the Equity Share is
Rs. 10/- and Issue Price is Rs. 70/- per Equity Share and is 7.0 times the face value.

QUALITATIVE FACTORS

Some of the qualitative factors, which form the basis for computing the price, are –

• Leveraging the experience of our Promoters;

• Experienced management team and a motivated and efficient work force;
• Quality Assurance & Control
• Sufficient manufacturing capacity

For further details, refer to heading ‘Our Strengths’ under chapter titled ‘Our Business’ beginning on page 97 of
this Prospectus.

QUANTITATIVE FACTORS

The information presented below relating to the Company is based on the restated financial statements of the
Company for Financial Year 2013-14, 2014-15 and 2015-16 prepared in accordance with Indian GAAP. Some of
the quantitative factors, which form the basis for computing the price, are as follows:

1. Basic Earnings per Share (EPS) as per Accounting Standard 20:

Year ended EPS (Rs.) Weight

March 31, 2014 1.82 1
March 31, 2015 3.09 2
March 31, 2016 2.67 3
Weighted Average 2.67

Note: The EPS has been computed by dividing net profit as restated, attributable to equity shareholders by
weighted average number of equity shares outstanding during the year.

2. Price to Earnings (P/E) ratio in relation to Issue Price of Rs. 70/- per Equity Share of face value of Rs.
10/- each.

Particulars P/E Ratio

P/E ratio based on Basic EPS for FY 2015-16 26.22

P/E ratio based on Weighted Average EPS 26.22

86
3. Average Return on Net worth (Ron) for the preceding three years.

Return on Net Worth (“Ron”) as per restated financial statements

Year ended Ron (%) Weight

March 31, 2014 29.01 1
March 31, 2015 32.94 2
March 31, 2016 22.17 3
Weighted Average 26.90

Note: The Ron has been computed by dividing net profit after tax as restated, by Net Worth as at the end of the
year excluding miscellaneous expenditure to the extent not written off.

4. Minimum Return on Total Net Worth after Issue needed to maintain Pre-Issue EPS for the year ended
March 31, 2016 – 8.25%

5. Net Asset Value (NAV)

Amount
Particulars
(Rs.)
Net Asset Value per Equity Share as of March 31, 2016 12.05
Net Asset Value per Equity Share after the Issue 32.36
Issue Price per equity share 70.00

*NAV per Equity Share has been calculated as Net Worth as divided by number of Equity Shares

6. Comparison with other listed companies/Industry peers*

Sales
Face PAT (Rs. EPS P/E CMP
Companies (Rs. in
Value in Cr.) (In Rs.) Ratio (In Rs.)
cr.)
M K Proteins Limited 10.00 144.76 0.72 2.67 26.22 -
Peer Groups:
Oasis Tradelink Limited 10.00 181.24 1.24 1.52 - 94.90
Vimal Oil & Foods Limited 10.00 1,724.20 -243.85 -162.35 -1.17 45.95
Gokul Refoils and Solvent
10.00 1,642.68 5.70 0.43 57.50 25.30
Limited
*Source for Peer Group information: www.bseindia.com

• The figures of Our Company are based on the restated results for the year ended March 31, 2016
• The figures for the Peer group are based on Standalone audited results for the Financial Year ended
March 31, 2016
• Current Market Price (CMP) is the closing prices of respective scrips as on March 22, 2017

87
The Company in consultation with the Lead Manager and after considering various valuation fundamentals
including Book Value and other relevant factors believes that the issue price of Rs. 70.00 per share for the Public
Issue is justified in view of the above parameters. The investors may also want to pursue the Risk Factors
beginning on page 21 of this Prospectus and Financials of the company as set out in the Financial Statements
beginning on page 158 of this Prospectus to have more informed view about the investment proposition. The Face
Value of the Equity Shares is Rs. 10/- per share and the Issue Price is 7.0 times of the face value i.e. Rs. 70.00 per
share.

For further details see “Risk Factors” beginning on page 21 of this Prospectus and the financials of the Company
including profitability and return ratios, as set out in the “Financial Statements” beginning on page 158 of this
Prospectus for a more informed view.

88
 STATEMENT OF TAX BENEFITS

Statement of possible special tax benefits available to the company and its shareholders

To
The Board of Directors,
M K Proteins Limited
Naraingarh Road,
Vill. Garnala Ambala City,
Haryana -134003

We refer to proposed issue of the shares M K Proteins Limited (‘the Company’). We enclose herewith the
statement showing the possible tax benefits available to the Company and the shareholders of the Company under
the Income - Tax Act, 1961 (‘Act’), as applicable to the assessment year 2017-18 relevant to the financial year
2016-17 for inclusion in the Prospectus as well as Final Prospectus (“Offer Documents”) for the proposed issue
of shares.

Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed
under the relevant provisions of the Income-tax Act 1961. Hence, the ability of the Company or its shareholders
to derive these direct tax benefits is dependent upon their fulfilling such conditions, which is based on the business
imperatives, the company or its shareholders may or may not choose to fulfill.

The benefits discussed in the enclosed statement are neither exhaustive nor conclusive. The contents stated in the
Annexure are based on the information and explanations obtained from the Company. This statement is only
intended to provide general information to guide the investors and is neither designed nor intended to be a
substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing
tax laws, each investor is advised to consult their own tax consultant with respect to specific tax implications
arising out of participation in the issue. We are neither suggesting nor are we advising the investor to invest money
or not to invest money based on this statement.

We do not express any opinion or provide any assurance as to whether:

the Company or its shareholders will continue to obtain these benefits in future;

the conditions prescribed for availing the benefits, where applicable have been/would be met;

the revenue authorizes/courts will concur with the views expressed herein.

For Jayant Bansal & Co.

Chartered Accountants
F.R.N. 004694N

Jayant Bansal
Partner
M. No. 086478

Place: Ambala
Date: March 06, 2017

89
ANNEXURE TO THE STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO M K
PROTEINS LIMITED (“THE COMPANY”) AND ITS SHAREHOLDERS UNDER THE APPLICABLE
TAX LAWS IN INDIA

Outlined below are the possible Special tax benefits available to the Company and its shareholders under the direct
tax laws in force in India. These benefits are dependent on the Company or its shareholders fulfilling the conditions
prescribed under the relevant tax laws. Hence, the ability of the Company or its shareholders to derive the special
tax benefits is dependent upon fulfilling such conditions, which based on business imperatives it faces in the
future, it may not choose to fulfill.
1. Special Tax Benefits available to the Company
There are no Special tax benefits available to the Company.
2. Special Tax Benefits available to the shareholders of the Company
There are no Special tax benefits available to the shareholders of the Company.
Notes:
All the above benefits are as per the current tax laws and any change or amendment in the laws/regulations, which
when implemented would impact the same.

For Jayant Bansal & Co.

Chartered Accountants
F.R.N. 004694N

Jayant Bansal
Partner
M. No. 086478

Place: Ambala
Date: March 06, 2017

90
 SECTION IV- ABOUT THE COMPANY

OUR INDUSTRY

The information in this section includes extracts from publicly available information, data and statistics and has
been derived from various government publications and other industry sources. Neither we nor any other person
connected with this Issue have verified this information. The data may have been re-classified by us for the
purposes of presentation. Industry sources and publications generally state that the information contained therein
has been obtained from sources generally believed to be reliable, but their accuracy, completeness and underlying
assumptions are not guaranteed and their reliability cannot be assured and, accordingly investment decisions
should not be based on such information.

OVERVIEW OF INDIAN ECONOMY

India, a South Asian nation, is the seventh-largest country by area, the second-most populous country with over
1.25 billion people, and the most populous democracy in the world. India is the fourth largest economy in the
world in terms of purchasing power parity (PPP). India has emerged as the fastest growing major economy in the
world as per the Central Statistics Organisation (CSO) and International Monetary Fund (IMF). According to the
Economic Survey 2016-17, India’s economic growth has been pegged at 6.5% for the current fiscal, down from
7.6% recorded in the last financial year, but is expected to rebound in the range of 6.75-7.5% in 2017-18.

According to IMF World Economic Outlook Update (January 2017), Indian economy is expected to grow at 7.2%
during FY 2016-17 and 7.7% in FY 2017-18, despite the uncertainties in the global market majorly in US and
Europe. World economy is expected to grow at 3.4% during FY 2016-17 and 3.6% in FY 2017-18.

The steps taken by the government in recent times have shown positive results as India's gross domestic product
(GDP) at factor cost at constant (2011-12) prices 2015-16 is Rs 113.5 trillion (US$ 1.668 trillion), as against Rs
105.5 trillion (US$ 1.55 trillion) in 2014-15, registering a growth rate of 7.6%.

Source: CMIE, IBEF, Asian Development Bank, MOSPI

FY13 FY14 FY15 FY16AE

% GDP Growth at Constant Price 2011-
12
9.0 7.7 7.3 7.9 7.6 7.2 7.6 6.2 7.6
7.6 8.0 6.8
8.0 6.6 7.2 7.1 7.3 6.6
5.6 5.3
7.0 6.0
5.3 4.9 3.4 4.9
6.0
5.0
4.0 4.0
3.0
2.0 2.0
1.0
0.0 0.0
GDP % Private Investment
Consumption Demand %
%

Source: MOSPI, CSO, Base year 2011-12

Indian GDP (at 2011-12 prices) revived to 7.3% in Q2FY17 as compared to 7.1% in the previous quarter and
7.7% in Q2FY16. The acceleration in the GDP growth was driven by the marked improvement in the agriculture
sector, while this growth momentum is not likely to sustain in the coming quarter due to the disruption in the
economy caused by government’s latest move to abolish high-denomination notes.

91
Gross value added (GVA), which is adjusted for subsidies and taxes to arrive at GDP, grew at 7.1% v/s 7.3%
(each) in Q2FY17 and Q1FY17 respectively. Within the three broad sectors of the economy, growth in industry
and services sectors eased compared to previous quarter, while agriculture showed the significant improvement.
Agriculture sector output at 3.3% Q2FY17 in the v/s 1.8% in Q1FY17 and 2.0% in Q2FY16 as near normal
monsoon this season has boosted kharif crops production. Financial services sector GVA eased to 8.2% (9.4% in
Q1FY17 and 11.9% in Q2FY16) on the bank of low growth in trade, hotel and restaurants segment and financial
services. Meanwhile, Construction GVA for Q2FY17 reported at 3.5% v/s 1.5% and 0.8% in Q1FY17 and
Q2FY16 respectively. GVA at manufacturing in Q2FY17 came out at 7.1% v/s 9.1% and 9.2% in Q1FY17 and
Q2FY16 respectively. Mining & quarrying in Q2FY17 came out at (-)1.5% v/s (-)0.4% and 5.0% in Q1FY17 and
Q2FY16 respectively.

Source: MOSPI

INDEX OF INDUSTRIAL PRODUCTION

As per the first advance estimates of the CSO,

Index of Industrial Production
growth rate of the industrial sector comprising
mining & quarrying, manufacturing, electricity 7.0%
5.7%
and construction is projected to decline from 6.0%
5.0%
7.4% in 2015-16 to 5.2% in 2016-17. Industrial
4.0%
production contracted in December 2016 due to a
3.0% 2.2%
sharp decline in production of consumer goods, 1.9% 1.9%
2.0% 1.3%
confirming a demonetisation led contraction in 0.7% 0.4%
1.0% 0.3%
demand. Index of Industrial Production (IIP) was 0.0%
0.4% lower in December 2016 from the same -1.0%
-0.7%
period a year ago, data released on Friday -2.0% -1.5% -1.3%
showed.The cumulative IIP growth for April- -3.0% -2.5%
December 2016 is 0.3% against 3.2% for the same
period in 2015.

Source: RBI

FOREIGN DIRECT INVESTMENTS

According to Department of Industrial Policy and Promotion (DIPP), the total FDI investments India received in
FY 2015-16 (April 2015-March 2016) was US$ 40 billion, indicating that government's effort to improve ease of
doing business and relaxation in FDI norms is yielding results.

Data for FY 2015-16 indicates computer hardware and software segment attracted the highest FDI equity inflow
of US$ 6.9 billion, followed by the computer hardware and software sector (US$ 5.9 billion).

During FY2015-16, India received the maximum FDI equity inflows from Singapore at US$ 13.69 billion,
followed by Mauritius (US$ 8.35 billion), USA (US$ 4.19 billion), Netherlands (US$ 2.64 billion) and Japan
(US$ 2.61 billion). Healthy inflow of foreign investments into the country helped India’s balance of payments
(BoP) situation and stabilised the value of rupee.

According to Department of Industrial Policy and Promotion (DIPP), Foreign direct investment (FDI) into the
country grew by over 27 per cent to USD 27.82 billion during April-October this fiscal. The FDI stood at USD
21.87 billion in April-October 2016, according to the Department of Industrial Policy and Promotion (DIPP).

Source: IBEF

92
KEY ECONOMIC VARIABLES

Particulars FY13 FY14 FY15 FY16E

GDP % 5.6 6.6 7.2 7.6
GVA Growth Rate (%) 5.4 6.3 7.1 7.3
Export Growth (%) -1.8 4.7 -1.3 -17.6 e
Import Growth (%) 0.3 -8.3 -0.5 -15.5 e
Current Account Balance % to GDP -4.8 -1.7 -1.3 1.4e
Inflation – WPI # 7.4 6.0 2.0 -2.5e
Inflation- CPI 10.2 9.5 5.9 4.9e
Source http://indiabudget.nic.in Volume 1,RBI, DIPP

Current status of the Economy

1. As per Finance Ministry, Indian economy grew 7.2% in the first half of the current fiscal, retaining its
position as one of the fastest growing major economies in the world. The growth rates for agriculture and
allied sectors, industry and services sectors during the six-month period are estimated at 2.5%, 5.6%, and
9.2%, respectively.
2. Food inflation, as measured by Consumer Food Price Index, declined to 4.9% in 2015-16 from 6.4% in
2014-15. It averaged 6.1% in 2016-17 April-October period.
3. WPI inflation declined to (-) 2.5% in 2015-16 from 2% in 2014-15. It averaged 2.7% in 2016-17 April-
October period.
4. During April-October period of the ongoing fiscal, trade deficit decreased to USD 53.2 billion from USD
78.2 billion a year ago.
5. In the current fiscal 2016-17, foreign exchange reserves touched a high of USD 372 billion at end
September 2016 and stood at USD 365.3 billion on November 25, 2016.

Source: http://economictimes.indiatimes.com/news/economy/indicators/economy-grew-7-2-in-h1-inflation-in-
comfort-zone-finance-ministry/articleshow/56254072.cms

GLOBAL ECONOMY

Stagnant global trade, subdued investment, and heightened policy uncertainty marked another difficult year for
the world economy. Global growth in 2016 is estimated at a post-crisis low of 2.3% and is projected to rise to
2.7% in 2017. Growth in emerging market and developing economies (EMDEs) is expected to pick up in 2017.

EMDE growth is expected to accelerate to 4.2% in 2017 and to an average of 4.7% in 2018-19. EMDEs are
forecast to contribute 1.6%age points to global growth in 2017, accounting for about 60% of global growth for
the first time since 2013.

Growth in the United States slowed markedly, from 2.6% in 2015 to an estimated 1.6% in 2016, 0.3%age point
below previous projections. The U.S. economy was held back in 2016 by soft exports, a continued drawdown in
inventories, and a deceleration in private investment. In the run-up to the U.S. elections in November, activity had
picked up again, and a further tightening of labor markets had led to slowly rising wage growth. This supported
continued gains in real disposable income, which could help deliver a further reduction in poverty rates, following
a drop in 2015.

Euro Area growth slowed from 2% in 2015 to 1.6% in 2016, as both domestic demand and exports lost momentum.
Confidence in the Euro Area has been resilient following the United Kingdom’s vote to exit the European Union
(EU) in June 2016 (Figure 1.5). The U.S. election results could also heighten policy uncertainty in Europe. A
rebound in oil prices, from their trough in early 2016, implies diminished support to real income and private
consumption growth relative to the 2014-15 period.

93
Growth in China is estimated to have slightly decelerated to 6.7% in 2016. As part of ongoing economic
rebalancing, growth has been concentrated primarily in services, while industrial production has stabilized at
moderate levels. The internal rebalancing is also evident on the demand side: consumption growth has been strong,
while investment growth has continued to moderate from the post-crisis peak.

OVERVIEW OF EDIBLE OIL INDUSTRY

Oilseeds and edible oils are two of the most sensitive essential commodities. India is one of the largest producer
of oilseeds in the world and this sector occupies an important position in the agricultural economy, accounting for
production of 27.51 million tons of nine cultivated oil seeds during the year 2014-15 (November-October) as per
Final Estimates released by the Ministry of Agriculture on 09.05.2016. India contributes about 6-7% of the world
oilseeds production. Export of Edible oils was 38317.56 tons in the financial year 2014-15 valued at Rs 46040.37
lakhs.

Types of Oils commonly in use in India

India is fortunate in having a wide range of oilseeds crops grown in its different agro climatic zones. Groundnut,
mustard/rapeseed, sesame, safflower, linseed, niger seed/castor are the major traditionally cultivated oilseeds.
Soyabean and sunflower have also assumed importance in recent years. Coconut is most important amongst the
plantation crops. Efforts are being made to grow oil palm in Andhra Pradesh, Karnataka, Tamil Nadu and North-
Eastern parts of the country in addition to Kerala and Andaman & Nicobar Islands. Among the non-conventional
oils, rice bran oil and cottonseed oil are the most important. In addition, oilseeds of tree and forest origin, which
grow mostly in tribal inhabited areas, are also a significant source of oils. Figures pertaining to estimated
production of major cultivated oilseeds, availability of edible oils from all domestic sources (from Domestic and
Import Sources) during the last ten years are as under: -

(In Lakh Tons)

Oil Year Production of Net availability of edible oils Total Availability of

Imports**
(Nov.- Oct.) Oilseeds* from all domestic sources Edible Oils

2005-06 279.79 83.16 40.91 124.07

2006-07 242.89 73.7 46.05 119.75
2007-08 297.55 86.54 54.34 140.88
2008-09 277.19 84.56 74.98 159.54
2009-10 248.83 79.46 74.64 154.1
2010-11 324.79 97.82 72.42 170.24
2011-12 297.98 89.57 99.43 189
2012-13 309.43 92.19 106.05 198.24
2013-14 328.79 100.8 109.76 210.56
2014-15 266.75 89.78 127.31 217.09

Source: *As per 4th Advance Estimates (dated 17.08.2015) released by Ministry of Agriculture.
**DGCIS

94
Consumption Pattern of Edible Oils in India

India is a vast country and inhabitants of several of its regions have developed specific preference for certain oils
largely depending upon the oils available in the region. For example, people in the South and West prefer
groundnut oil while those in the East and North use mustard/rapeseed oil. Likewise several pockets in the South
have a preference for coconut and sesame oil. Inhabitants of northern plain are basically consumers of fats and
therefore prefer Vanaspati, a term used to denote a partially hydrogenated edible oil mixture of oils like soyabean,
sunflower, rice bran and cottonseed and oils. Many new oils from oilseeds of tree and forest origin have found
their way to the edible pool largely through vanaspati route. Of late, things have changed. Through modern
technological means such as physical refining, bleaching and deodorization, all oils have been rendered practically
colorless, odourless and tasteless and, therefore, have become easily interchangeable in the kitchen. Oils such as
soyabean cottonseed, sunflower, rice bran, palm oil and its liquid fraction- palmolein which were earlier not
known have now entered the kitchen. The share of raw oil, refined oil and vanaspati in the total edible oil market
is estimated roughly at 35%, 55% and 10% respectively. About 50% of domestic demand of edible oils is met
through imports out of which palm oil/palmolein constitutes about 80%. The consumption of refined palmolein
(RBD palmolein) as well as its blending with other oils has increased substantially over the years and is used
extensively in hotels, restaurants and in preparation of wide varieties of food products.

Major Features of Edible Oil Economy

There are two major features, which have significantly contributed to the development of this sector. One was the
setting up of the Technology Mission on Oilseeds in 1986 which has been converted into a National Mission on
Oilseeds and Oil Palm (NMOOP) in 2014. This gave a thrust to Government's efforts for augmenting the
production of oilseeds. This is evident by the very impressive increase in the production of oilseeds from about
11.3 million tonnes in 1986-87 to 26.68 million tons in 2014-15. Most of the oilseeds are cultivated on marginal
land and are dependent on rainfall and other climatic conditions. The other dominant feature which has had
significant impact on the present status of edible oilseeds/oil industry has been the program of liberalization under
which the Government's economic policy allowing greater freedom to the open market and encourages healthy
competition and self regulation rather than protection and control. Controls and regulations have been relaxed
resulting in a highly competitive market dominated by both domestic and multinational players.

Export Import Policy on Edible Oils

In order to harmonize the interests of farmers, processors and consumers and at the same time, regulate large
import of edible oils to the extent possible, import duty structure on edible oils is reviewed from time to time.
Current import duties on crude and refined edible oils are 12.5% and 20% respectively.

Export of edible oils had been banned w.e.f. 17.03.2008. However, w.e.f. 05.02.2013, castor oil, coconut oil from
Electronic Data Interchange (EDI) ports and through notified Land Custom Stations, edible oils produced from
minor forest produce and organic edible oils have been exempted from the prohibition on export of edible oils.
Export of edible oils has been permitted in branded consumer packs of upto 5 kg, subject to a minimum Export
Price of USD 900 per MT w.e.f. 06.02.2015. Export of Rice Bran Oil in bulk has been exempted from the ban
w.e.f. 06.08.2015

Name
Rates of Import Duty / Effective Dates
of Oil
Crude 70 % 60% 50% 45% 20% 0% 0% 2.5% 2.5% 7.5% 12.5%
Palm (11/0 (24/0 (13/0 (23/0 (21/0 (01/0 (17/0 (23/0 (23/01/ (24/12/ (17/09/
Oil 8/06) 1/07) 4/07) 7/07) 3/08) 4/08) 3/12) 1/13) 13) 2014) 2015)
67.5 57.5 52.5 27.5
RBD 80 % 7.5 7.5 % 7.5 % 10% 15% 20%
% % % %
Palm (11/0 (01/0 (17/0 (17/0 (20/01/ (24/12/ (17/09/
(24/0 (13/0 (23/0 (21/0
olein 8/06) 4/08) 3/12) 3/12) 2014) 2014 2015)
1/07) 4/07) 7/07) 3/08)

95
 Crude 40% 0% 20% 0% 0% 2.5% 2.5% 7.5% 12.5%
Soyabe (23/0 (01/0 (18/1 (24/0 0.00% 0.00% (17/0 (23/0 (23/01/ (24/12/ (17/09/
an Oil 7/07) 4/08) 1/08) 3/09) 3/12) 1/13) 13) 2014 2015)
Refin
ed 40% 7.5 % 7.5 % 7.5 % 7.5 % 7.5 % 10% 15% 20%
Soyab (23/0 (01/0 (18/1 (24/0 7.50% 7.50% (17/0 (17/0 (20/01/ (24/12/ (17/09/
ean 7/07) 4/08) 1/08) 3/09) 3/12) 3/12) 2014) 2014 2015)
Oil
Crude
65% 50% 40% 20% 0% 0% 0% 2.5% 2.5% 7.5% 12.5%
Sunflo
(24/0 (01/0 (23/0 (21/0 (01/0 (24/0 (17/0 (23/0 (23/01/ (24/12/ (17/09/
wer
1/07) 3/07) 7/07) 3/08) 4/08) 3/09) 3/12) 1/13) 13) 2014 2015)
Oil
Refin
27.5
ed 75% 60% 50% 7.5 % 7.5 % 7.5 % 7.5 % 10% 15% 20%
%
Sunfl (24/0 (01/0 (23/0 (01/0 (24/0 (17/0 (17/0 (20/01/ (24/12/ (17/09/
(21/0
ower 1/07) 3/07) 7/07) 4/08) 3/09) 3/12) 3/12) 2014) 2014 2015)
3/08)
Oil

E-Governance Initiatives

In order to improve and systemize the data management system in the vegetable oil sector, the Directorate of
Sugar & Vegetable Oils under Department of Food and Public Distribution has developed a web based platform
(evegoils.nic.in) for online submission of inputs by vegetable oil producers on monthly basis. This has helped the
Government to take prompt and informed policy decisions for better management of vegetable oil sector. The new
system also provides transparency in the data management of the vegetable oil industry as well as Government’s
working. The portal also provides window for online registration and submission of monthly production returns.

Status of the Vegetable Oil Industry (as on 26.05.2016 )

Types of Industry No of Registered Units

Vanaspati, Interestified Vegetable Fats 91
Refinery along with Solvent plant & Oil Mills. 191
Oil Mill & Blended Edible Vegetable Oil. 116
Solvent Extraction Units 110
Total 508

Name of Plant Annual Capacity (Lakh MT)

Oil Mill expeller 54.9
Solvent Extraction plant 5037.5
Refinery 1544.2
Hydrogenation Plant 50
Inter-Esterification Plant 14.9
Margarine/Spreads Plant 6.1
Blended Edible Vegetable Oil Plant 47.2

Source: http://dfpd.nic.in/oil-division.htm, Department of Food & Public Distribution

96
 OUR BUSINESS

OVERVIEW OF OUR COMPANY

Our Company was incorporated as M K Proteins Private Limited under the provisions of the Companies Act,
1956 vide certificate of incorporation dated June 15, 2012 in Ambala, Haryana. Subsequently, the name of our
Company was changed to M K Proteins Limited pursuant to shareholder’s resolution dated January 20, 2017 and
vide fresh certificate of incorporation dated February 08, 2017.

Our Company is a manufacturing and trading organization having its production/refining plant of Edible Oils.
Our manufacturing process involves refining of Crude Oils to obtain Refined Rice Bran Oil, Canola Oil, Soya
Bean Oil, Sunflower Oil and Rice Bran Bleached Oil. During the refining process certain by-products are also
manufactured such as Rice Bran Fatty Acid Oil, Rice Bran Wax, Gums and Spent Earth which are also saleable.
Further, we also import crude oils, process them and sell the finished product. We also trade in both edible and
non-edible oils.

In the year 2012, our Company had taken on lease the land and building from where it is operating currently from
Shib Charan Dass Industries Private Limited, our group company. Simultaneously we also acquired its old plant,
machinery and other equipments for manufacturing of Vegetable Refined Oil for Rs. 290.61 Lakhs which had an
installed capacity of 120 TPD for manufacturing/refining of Vegetable Refined Oil.

In the year 2014-15, the Company had further expanded its manufacturing capacity from 120 TPD to 250 TPD
by investing a sum of Rs. 383.31 Lakhs towards Plant & Machinery, Boiler and Generator Set which came into
commercial production w.e.f September 26, 2014.

In order to expand our reach in certain parts of North India, our Company had entered into a Consignment
Agreement dated January 20, 2014 with Shivalik Steels and Alloys Private Limited, our group company granting
an exclusive right to sell the goods in Himachal Pradesh and Punjab on commission basis.

Our Company had got its Long-Term Bank Facility rated from CRISIL which had given a rating of A-/Stable. It
was arrived at by combining the business and financial risk profiles of our Company, Shree Ganesh Fats Private
Limited, Shivalik Steel and Alloys Private Limited and Kamla Oleo Private Limited, our Group Companies. The
business and financial risk profiles of these companies were combined because they have similar business,
fungible cash flows and common promoters/management.

Our company is focussed at production of highest quality of edible oil. Our refinery is completely mechanised
and today we produce rice bran oil, sunflower oil etc with protein content, with controlled fibre free from oil
residue, ash and sand & silica. This is possible only through sustained levels of cleaning, storage and monitoring
arrangements

Our Company based on its extensive experience of its promoters and its standards, conforms to major
specifications and customer requirements. We firmly believe in benchmark product quality, customer centric
approach, people focus, ethical business practices and good corporate citizenship.

97
BRIEF FINANCIALS OF OUR COMPANY

(Rs. In Lakhs)
As on As on March 31,
Particulars December 31,
2016 2016 2015 2014 2013
Share Capital 67.72 67.72 67.72 67.72 67.72
Reserve & Surplus 299.95 258.59 186.26 102.61 53.19
Net Worth 367.67 326.31 253.98 170.33 120.91
Income from
Operations
• Manufacturing
9,539.53 13,739.39 10,056.68 10,563.10 7,350.88
Sales
• Trading Sales 1,526.02 683.02 2,210.06 1,566.40 1,141.48
• Other Operating
Revenue- Cash 28.17 52.93 56.59 43.81 47.75
Discount Received
Other Income 4.62 0.45 - - -
Profit after Tax 41.36 72.34 83.65 49.42 53.19
EPS (Basic & Diluted)
1.53 2.67 3.09 1.82 1.96
(In Rs)*
Return on Net Worth
11.25 22.17 32.94 29.01 43.99
(%)
Net Asset Value per
13.57 12.05 9.38 6.29 4.46
Share (In Rs)*
*After bonus effect

OUR STRENGTH

We believe that the following strengths have contributed to success and will be competitive advantages for us,
supporting our strategy and contribution to improvements in financial performance:

1. Experienced promoters

Our promoters have vast experience in the Edible Oil industry and have always believed in maintaining the best
quality in our products. Our Company is dedicated towards quality of our products which has helped us to maintain
long term relations with our customers and has also facilitated us to entrench with new customers.

2. Experienced staff

Along with experienced promoters, our company has a team of employees and workers who assist the top
management, having knowledge and expertise of core aspects of Edible Oil industry and marketing. We believe
that our experience, knowledge and human resources will enable us to drive the business in a successful and
profitable manner.

3. Extensive Array of Products

Our product portfolio consists of wide range of products which differentiate us from other companies. We have
product portfolio ranging from Rice Bran Oil, Sunflower Oil, Canola Oil, Soyabean Oil etc,

98
SWOT ANALYSIS

STRENGTHS
- Our promoters have ample
experience in edible oil industry
- Well-trained and skilled employee
base
-Our company has developed a
reputed and reliable clientele
- Quality Assurance & Control
- Sufficient manufacturing capacity

WEAKNESS
THREATS - Brand Name
- Growing competition -Dependent upon
in the edible oil industry availability of raw
- Change in Government
policies
SWOT materials
- Huge requirement of
-Price competition working capital
-Threat of cheap imports - Low advertising and
visibility

OPPORTUNITIES
- Growing trend and customer base
- Increase in awareness regarding
adulteration and increased health
consciousness amongst people has
further aided growth

99
MANUFACTURING FACILITY

Our Company’s manufacturing activities are undertaken at our registered office with total installed capacity as
under:

PARTICULARS

Location Naraingarh Road, Vill. Garnala Ambala City, Haryana -134003

Build up Area 8500 sq. mtr. approximately

Installed Capacity 45000 metric tonnes p.a.*

* Based on working of 300 days and effecting seasonal criteria

PLANT & MACHINERY

Our manufacturing plant is located at Naraingarh Road, Vill. Garnala Ambala City, Haryana -134003. The plant
has been setup by using the machineries and components which have been bought from reliable sources in the
country. All the suppliers have been selected by the company on the basis of their past experience and competitive
prices.

Our company has installed the following major machineries and equipment: -

• Ammonia Compressor Machines

• Gas Cooling Plant
• Chilling Tanks Capacity 40 MT.
• Filter Presses
• DEO
• Seperator Alfa
• Degummers
• Bleachers
• Crystallizers
• Cooling Towers
• Boilers
• Generator Sets
• Pollution Control Equipments
• Storage Tanks
• Weigh Bridge
• Laboratory Equipments

The technology available with our company is commonly available in India and manufacturing quality is
dependent on:

• Trained and efficient manpower

• Quality of raw materials such as Rice Bran Oil, Sunflower Oil, Canola Oil, Soyabean Oil as well as
certain chemicals such as Bleaching Earth, Oxalic Acid, Active Carbon, Phosphoric Acid and Salt
• Effective quality control
• Efficient process control

100
MANUFACTURING/REFINING PROCESS

In refining, physical and chemical processes are combined to remove undesirable components such as
phosphatides, free fatty acids, pigments, odors and flavors, waxes as well as heavy metals, pesticides etc. without
significantly affecting the concentration of desirable constituents such as vitamins and polyunsaturated fatty acids,
and without significant loss of the major glyceride components. Further, crude oil obtained by screw pressing and
solvent extraction of oilseeds throw a deposit of so-called gums on storage. They contain nitrogen and sugar and
can start fermenting, these gums consist mainly of phosphatides but also contain entrained oil and meal particles.
They are formed when the oil absorbs water that causes some of the phosphatides to become hydrated and thereby
oil-insoluble.

The refining process consists of several steps and each step removes certain type of impurities as shown below: -

Refining usually involves the following stages:

1) Degumming or Acid conditioning to remove phosphatides;
2) Neutralizing or deacidification to remove free fatty acid by treatment with lye (called alkali neutralization or
Chemical Refining) or by distillation (called Physical Refining);
3) Bleaching to remove pigments by adsorptive treatments.
4) Deodorizing and stripping in vacuum condition to remove odors.

DEGUMMING

The purpose of the degumming is to remove phosphorus and other complex colloidal compounds, that are present
in the crude oil in the form of Hydratable Phosphatides and Non-Hydratable Phosphatides (NHP). Generally, the
Degumming refers to several processes that are applied based on the type of oil and the phosphatide content. The
degumming techniques comprise the following processes:

• Water Degumming:

It involves treatment of crude oil with hot water to remove Hydratable Phospholipids. Water degumming is
utilized commonly with palm and coconut oils and is not associated with significant oil loss, saponification, or
environmental pollution. In this process a large part of Non-Hydratable Phospholipids are removed. The extracted
gums can be used as lecithin for food, feed or for technical purposes.

101
 • Dry Degumming:

It involves treatment of crude oil with phosphoric acid, citric acid, oxalic acid or maleic anhydride. In this
treatment, the acid is dispersed in oil followed by raising the pH with a base and separating the NHP, FFA etc.
For oils which are low in phosphatides, such as palm oil, olive oil, the degumming process is quite simple, it
suffices to mix the oil with a small quantity of a strong degumming acid such as phosphoric or citric acid to
dissociate the NHP into Phosphatidic Acid (PA) and calcium or magnesium bi-phosphate salt. Both components
are removed by adsorption on bleaching earth in the Dry Degumming Process.

• Acid Degumming:

The acid degumming process might be considered as a variant of the water degumming process in that it uses a
combination of water and acid. Crude oil, whether water degummed or not, is treated by an acid, usually
phosphoric acid, citric acid or malic acid in the presence of water. The NHP, consisting mainly of the calcium and
magnesium salts, can be conditioned into hydratable forms with a degumming acid

NEUTRALIZING

The purpose of neutralization is to remove the Free Fatty Acids (FFA) that are responsible for the oil acidity.
There are two different processes for this operation, the Alkali Neutralization and Distillative Neutralization.

The usual method of alkali neutralization is treatment with weak lye. The method comprises the conversion of
FFA in soaps and dilution the resulting soaps in a water phase. These soaps are removed by separators. In the
separation stage undesirable substances such as gums, oxidized component, metal ions, pigments and insoluble
impurities are also removed.

In distillative neutralization (physical refining) the free fatty acids are continuously removed from the crude oil
with water vapor in vacuo. Prior to this phase, stripping, gums, phosphatides, and trace metals must be almost
completely removed since these compounds impair the oil quality during distillation.

The financial efficiency of distillative neutralization improves by increasing content of free fatty acids.

BLEACHING

The purpose of the degumming is removal of color and oxidizing bodies, residual gums, soap and trace metals by
mixing oil with special adsorbents (silica, bleaching earth and activated carbon). The adsorbents containing the
mentioned impurities are then removed by filtration.

DEODORIZING

Deodorization is the last major processing step in the refining sequences, in which odors and flavors are removed
from the bleached oil or fat. It is essentially a steam distillation process in which volatile compounds are separated
from the nonvolatile glycerides.

Deodorization can be carried out in batch, continuous or semi continuous units. However, Semi continuous and
continuous deodorization units are replacing batch deodorizers for their higher levels of efficiency in the saving
of steam resulting from stripping and heat recovery.

102
MANUFACTURING/REFINING FLOWCHART

The entire process of manufacturing/refining has been depicted in the following flow chart:-

Extracted Crude

Water / Acid

Phospholipids Lecithin

Caustic Soda
+ Water

Soap Stock Fatty Acids

Fresh Bleaching
Earth

Used Bleaching Earth

Steam

Fatty Acids Distillates

UTILITIES & INFRASTRUCTURE FACILITIES

Our office is equipped with computer systems, servers, relevant software and other communication equipment’s,
uninterrupted power supply, internet connectivity, security and other facilities, which are required for our business
operations to function smoothly.

Presently, the company is carrying out its manufacturing activities from its registered office located at Naraingarh
Road, Vill. Garnala Ambala City, Haryana -134003 having land area admeasuring 14164 sq. mtr. approximately.
The aggregate built up area at that location in the form of production shed, administrative block, tank areas,
utilities section is about 8500 sq. mtr. approximately having installed capacity of 250 TPD of Edible Oils.

103
Power

The total power requirement for our manufacturing unit 936.00 kW which is met by Uttar Haryana Bijli Vitran
Nigam Limited. The Company also has provision for DG sets for any exigencies.

Water

The requirement of water for our manufacturing unit is met through borewells installed which is mainly used for
the operation of boiler and general consumption. Boiler is run on rice husk which is available in abundance in
around our factory.

Raw Material

The basic raw materials required are Rice Bran Oil, Sunflower Oil, Canola Oil, Soyabean Oil in their indigenous
form for manufacturing. Further, certain chemicals such as Bleaching Earth, Oxalic Acid, Active Carbon,
Phosphoric Acid, Salt and Boiler Fuel such as Paddy Husk, Toora and Boiler Chemicals are also required. All
these raw materials are sourced mainly from companies in Haryana and Punjab namely M/s Ved Kiran Foods, R.
S. Solvent Extractions Limited, M. R. Saha Logistics Private Limited, Ashapura Perfoclay Limited etc.

Manpower

The manpower requirement for our office cum manufacturing unit is 83 being 53 for production activities and 30
under other categories.

HUMAN RESOURCE

We believe that a motivated and empowered employee base is the key to our operations and business strategy.
We have developed a large pool of skilled and experienced personnel. Currently, we have 83 full time employees
as on March 03, 2017. Our manpower is a prudent mix of the experienced and young people which gives us the
dual advantage of stability and growth, whereas execution of services within time and quality. Our skilled
resources together with our strong management team have enabled us to successfully implement our growth plans.

DEPARTMENT WISE EMPLOYEE BREAK-UP

Details of our employees as on March 03, 2017 are as follows:

Department Number of Employees

Finance & Accounts 7

Sales & Marketing 4

Production & Store 10

Administration 8

Company Secretary & Compliance Officer 1

Labour and Workers 53

Total 83

104
PRODUCTS PORTFOLIO

The company manufactures Edible Oil and certain other By-Products are also manufactured during the said
process. Various product manufactured by the company are mentioned below:-

PRODUCTS
BY PRODUCTS PRODUCTS TRADED
MANUFACTURED
• Refined Rice Bran Oil • Spent Earth • Refined Rice Bran Oil
• Refined Sunflower Oil • Gums • Rice Bran Non-Edible Oil
• Rice Bran Bleached Oil • Fatty Acid • Refined Palm Oil
• Refined Soyabean Oil • Rice Bran Wax • Sunflower Oil
• Refined Canola Oil • Rice Bran Fatty Acid Oil • Sunflower Solvent Oil

MARKETING AND DISTRIBUTION

We have developed a marketing network across northern states in the country. Our marketing team is led by our
Directors who are responsible for the overall marketing strategies. Our success lies in the strength of our
relationship with our customers who have been associated with us for a long period. Our Sales & Marketing team
of 4 is headed by our management which keeps itself updated on the customer preference and changes in their
requirements from time to time. Our marketing team is also assisted by a technical team. Our promoters Mr. Vinod
Kumar and Mr. Raj Kumar, through their vast experience and good rapport with customers plays an instrumental
role in quality maintenance and timely delivery of products.

COLLABORATIONS

We have not entered into any technical or other collaboration.

COMPETITION

We compete with other manufacturers on the basis of product quality and product price including factors, based
on reputation, regional needs and customer convenience. While these factors are key parameters in client’s
decision matrix in purchasing goods; product quality and product price is often the deciding factor in most deals.
Due to industry’s fragmented nature, there is no authentic data available to our Company on total industry size
and market share of our Company vis-a-vis the competitors. Major competitors of our Company are Mahakali
Agro Industries Limited, Kaithal Solvent Private Limited and Nuchem Agro Products Private Limited. We believe
that the principal factors affecting competition in our business include client relationships, reputation, the abilities
of employees, market focus and the relative quality and price of the products.

ACTUAL PRODUCTION & TRADED PRODUCTS

(Quantity in tonnes)
PARTICULARS 2015-16 2014-15 2013-14 2012-13

Installed Capacity 45000.00 45000.00 21600.00 21600.00

Finished Goods
22967.85 17614.27 17544.80 11910.09
Manufactured
By-products
4578.65 3902.55 4253.65 2990.94
Manufactured
Traded Products 1198.27 3760.56 2862.99 2384.35

105
DETAILS OF CONSUMPTION FOR MANUFACTURING & IMPORT OF CRUDE OIL

Our Company purchases raw material i.e crude oil from domestic sources or import the same from UAE, Malaysia,
Ukraine etc. The value of raw materials consumed during the preceding four financial years are as follows: -

(Rupees in Lakhs)
PARTICULARS 2015-16 2014-15 2013-14 2012-13

Manufacturing 10,423.62 9,612.07 8,709.22 6,963.04

Import 1,691.86 - 1,021.10 -

BUSINESS STRATEGY

1. Focus on consistently meeting quality standards

Our Company intends to focus on adhering to the quality standards of our products. Our driving force has always
been the quality of our products, as it would enable us to have long term standing relationship with our customers.
Since, our products are used for human consumption, we have to ensure that the same meets the standards
prescribed by law. Further, our Company has got license to act as manufacturer of Edible Oils and Blended Edible
Oils under Food Safety and Standards Act, 2006.
2. To build-up a professional organization: -

As an organization, we believe in transparency and commitment in our work with our clients. We have an
experienced team for taking care of our manufacturing process and our day to day operations. We also consult
with external agencies on a case to case basis on technical and financial aspects of our business. We will
consistently put efforts among its group of experienced employees to transform them into an outstanding team of
empowered professionals which helps in further accelerating the wheels of development of the Organization.
3. Enhance client base by entering new geographies to establish long-term relationships: -

We intend to cater to the increasing demand of our existing clients and also to increase our existing clientele by
enhancing the distribution reach of our products in different parts of the country. Our Company operates from
Haryana. We propose to increase our marketing and sales team which can focus on different regions and also
maintain cordial relationship with our clients. Enhancing our presence in additional region will enable us to reach
out to a larger population. Further our Company believes in maintain long term relationship with our clients in
terms of increased sales. We aim to achieve this by adding value to our clients through quality assurance and
timely delivery of our products.

INSURANCE

At present, we maintain insurance for standard fire and special perils policy, which provides insurance cover
against loss or damage by fire, earthquake and shock. Although, we attempt to limit and mitigate our liability for
damages arising from negligent acts, errors or omissions through contractual provisions and/or insurance, the
indemnities set forth in our contracts and/ or our insurance may not be enforceable in all instances or the limitations
of liability may not protect us from entire liability for damages. We have availed insurance policies to cover our
Buildings, Plant and Machinery, Furniture, fixtures and fittings, stock etc. at our manufacturing unit situated at
Naraingarh Road, Vill. Garnala Ambala City, Haryana -134003.

106
Following are the details of Insurance Policies:

Sr. Name of the Coverage Expiry

Policy No. Insurance Company
No. policy (in lakhs) Date
1. Standard Fire and 1101001116P113463372 United India Insurance 3500.00 January 10,
Special Perils Policy Company Limited 2018

2. Standard Fire and 1101001116P113462811 United India Insurance 200.00 January 10,
Special Perils Policy Company Limited 2018

LAND & PROPERTIES

The following table sets for the properties taken on lease / rent by us:

Sr. Lease Rent/ Lease/License period

Location of the Document Licensor / Lessor
No License Fee
property and Date / Lessee From To
. (in Rs.)
1. Khewat/Khatauni Lease Deed Shib Charan Dass Monthly Rent- December December
No. 170/229, executed on Industries Private Rs. 75,000/- 06, 2016 05, 2019
8//1/2, 10/1, 9//5, December Limited
6/1, 4//21/1, 06, 2016*
8//1/1, 10/2,
3//25. Total 28
Kanal 12 Marle
*The Agreement has not been registered.

INTELLECTUAL PROPERTY

We have filed the application form for trademark registration before the Registrar of Trade Marks, Trademarks
Registry at Delhi, which is summarized as follows: -

Date of Application
Sr. Current
Logo Application/ No./Tradem Class Valid Upto
No. Status
Approval date ark No.

10 years from
the date of
1. July 31, 2015 3022349 29 Registered application
i.e. July 31,
2025

2. - - - Unregistered -

107
 KEY INDUSTRY REGULATION AND POLICIES

The following description is an overview of certain laws and regulations in India, which are relevant to our
Company. Certain information detailed in this chapter has been obtained from publications available in the public
domain. The regulations set out below are not exhaustive, and are only intended to provide general information
to applicants and is neither designed nor intended to be a substitute for professional legal advice.

The statements below are based on current provisions of Indian law, and the judicial and administrative
interpretations thereof, which are subject to change or modification by subsequent legislative, regulatory,
administrative or judicial decisions. For details of government approvals obtained by us, see the chapter titled
“Government and Other Statutory Approvals” beginning on page 226 of this Prospectus.

INDUSTRY-SPECIFIC REGULATIONS

THE FOOD SAFETY AND STANDARDS ACT, 2006 (“FSSA”)

The FSSA was enacted on August 23, 2006 with a view to consolidating the laws relating to food and to establish
the Food Safety and Standards Authority of India (“Food Authority”), for laying down science based standards
for articles of food and to regulate their manufacture, storage, distribution, sale and import, to ensure availability
of safe and wholesome food for human consumption. The Food Authority is required to provide scientific advice
and technical support to the Government of India and the state governments in framing the policy and rules relating
to food safety and nutrition. The FSSA also sets out requirements for licensing and registration of food businesses,
general principles of food safety, and responsibilities of the food business operator and liability of manufacturers
and sellers, and adjudication by ‘Food Safety Appellate Tribunal’. In exercise of powers under the FSSA, the
Food Authority has framed the Food Safety and Standards Rules, 2011 (“FSSR”) which have been operative since
August 5, 2011. The FSSR provides the procedure for registration and licensing process for food business and
lays down detailed standards for various food products. The FSSR also sets out the enforcement structure of
‘commissioner of food safety’, ‘food safety officer’ and ‘food analyst’ and procedures of taking extracts, seizure,
sampling and analysis. The FSSA provides for the Food Authority to be aided by several scientific panels and a
central advisory committee to lay down standards for food safety. The standards will include specifications for
ingredients, limit of quantities of contaminants, tolerance limits of pesticide drugs residue, biological hazards and
labels. The Food Authority has also framed the following food safety and standards regulations in relation to
various food products and additives:

• Food Safety and Standards (Licensing and Registration of Food Businesses) Regulations, 2011;
• Food Safety and Standards (Packaging and Labelling) Regulations, 2011;
• Food Safety and Standards (Food Product Standards and Food Additives) Regulations, 2011;
• Food Safety and Standards (Prohibition and Restriction on Sales) Regulations, 2011;
• Food Safety and Standards (Contaminates, Toxins and Residues) Regulations, 2011; and
• Food Safety and Standards (Laboratory and Sampling Analysis) Regulations, 2011.

ENVIRONMENTAL LAWS

ENVIRONMENT (PROTECTION) ACT, 1986

The main objective of this Act is to provide the protection and improvement of environment (which includes
water, air, land, human being, other living creatures, plants, micro-organism and properties) and for matters
connected therewith. The Act provide power to make rules to regulate environmental pollution, to notify standards
and maximum limits of pollutants of air, water, and soil for various areas and purposes, prohibition and restriction
on the handling of hazardous substances and location of industries.

108
The Central Government is empowered to constitute authority or authorities for the purpose of exercising of
performing such of the powers and functions, appoint a person for inspection, for analysis or samples and for
selection or notification of environmental laboratories. Such person or agency has power to inspect or can enter
in the premises or can take samples for analysis.

THE WATER (PREVENTION AND CONTROL OF POLLUTION) ACT, 1974 (“Water Act”)

The Water Act aims to prevent and control water pollution as well as restore water quality by establishing and
empowering the Central Pollution Control Board and the State Pollution Control Boards. Under the Water Act,
any person establishing any industry, operation or process, any treatment or disposal system, use of any new or
altered outlet for the discharge of sewage or new discharge of sewage, must obtain the consent of the relevant
State Pollution Control Board, which is empowered to establish standards and conditions that are required to be
complied with. In certain cases, the State Pollution Control Board may cause the local Magistrates to restrain the
activities of such person who is likely to cause pollution. Penalty for the contravention of the provisions of the
Water Act include imposition of fines or imprisonment or both.

The Central Pollution Control Board has powers, inter alia, to specify and modify standards for streams and wells,
while the State Pollution Control Boards have powers, inter alia, to inspect any sewage or trade effluents, and to
review plans, specifications or other data relating to plants set up for treatment of water, to evolve efficient
methods of disposal of sewage and trade effluents on land, to advise the State Government with respect to the
suitability of any premises or location for carrying on any industry likely to pollute a stream or a well, to specify
standards for treatment of sewage and trade effluents, to specify effluent standards to be complied with by persons
while causing discharge of sewage, to obtain information from any industry and to take emergency measures in
case of pollution of any stream or well. A central water laboratory and a state water laboratory have been
established under the Water Act.

THE AIR (PREVENTION AND CONTROL OF POLLUTION) ACT, 1981 (“Air Act”)

Pursuant to the provisions of the Air Act, any person, establishing or operating any industrial plant within an air
pollution control area, must obtain the consent of the relevant State Pollution Control Board prior to establishing
or operating such industrial plant. The State Pollution Control Board is required to grant consent within a period
of four months of receipt of an application, but may impose conditions relating to pollution control equipment to
be installed at the facilities. No person operating any industrial plant in any air pollution control area is permitted
to discharge the emission of any air pollutant in excess of the standards laid down by the State Pollution Control
Board. The penalties for the failure to comply with the above requirements include imprisonment of up to six
years and the payment of a fine as may be deemed appropriate. Under the Air Act, the Central Board for the
Prevention and Control of Water Pollution has powers, inter alia, to specify standards for quality of air, while the
State Board for the Prevention and Control of Water Pollution have powers, inter alia, to inspect any control
equipment, industrial plant or manufacturing process, to advise the State Government with respect to the suitability
of any premises or location for carrying on any industry and to obtain information from any industry.

LAWS RELATING TO EMPLOYMENT AND LABOUR

FACTORIES ACT, 1948

This Act came into force on 1st April, 1949 and extends to the whole of India, including Jammu and Kashmir. It
has been enacted to regulate working conditions in factories and to ensure the provision of the basic minimum
requirements for safety, health and welfare of the workers as well as to regulate the working hours, leave, holidays,
employment of children, women, etc. It ensures annual leaves with wages, provides additional protection from
hazardous processes, additional protection to women workers and prohibition of employment of children.

109
MINIMUM WAGES ACT, 1948

This Act aims to make provisions for statutory fixation of minimum rates of wages in scheduled employment
wherein labour is not organized. It seeks to prevent the exploitation of workers and protect their interest in the
‘sweated industries’. Wage fixing authorities have been guided by the norms prescribed by the Fair Wage
Committee in the settlement of issues relating to wage fixation in organized industries. The Act contemplates the
minimum wage rates must ensure not only the mere physical needs of a worker which keeps them just above
starvation level, but must ensure for him and his family’s subsistence, and also to preserve his efficiency as a
worker.

WORKMEN’S COMPENSATION ACT 1923

This Act came into force on 1st April, 1924. It aims at providing financial protection to workmen and their
dependents in case of accidental injury by means of payment of compensation by the employers. However, here
the employer shall not be liable in respect of any injury that does not result in the total or partial disablement of
the workmen for a period exceeding 3 days in respect of any injury not resulting in death, caused by an accident
which was due to the reason that workman was under the influence of drugs, or due to his willful disobedience of
an order expressly given to him, or a willful removal or disregard of any safety device by the workmen, or when
the employee has contacted a disease which is not directly attributable to a specific injury caused by the accident
or to the occupation.

CHILD LABOUR (PROHIBITION AND REGULATION) ACT, 1986

This statute prohibits employment of children below 14 years of age in certain occupations and processes and
provides for regulation of employment of children in all other occupations and processes. Under this Act the
employment of child labour in the building and construction industry is prohibited.

PAYMENT OF GRATUITY ACT, 1972

The Payment of Gratuity Act, 1972 (“Act”) was enacted with the objective to regulate the payment of gratuity, to
an employee who has rendered for his long and meritorious service, at the time of termination of his services. A
terminal Lump sum benefit paid to a worker when he or she leaves employment after having worked for the
employer for a prescribed minimum number of years is referred to as "gratuity.” The provisions of the Act are
applicable to all the factories. The Act provides that within 30 days of opening of the establishment, it has to notify
the controlling authority in Form A and thereafter whenever there is any change in the name, address or change
in the nature of the business of the establishment a notice in Form B has to be filed with the 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.

PAYMENT OF BONUS ACT, 1965

The Payment of Bonus Act, 1965 is applicable to every establishment employing 20 or more employees. The said
Act provides for payment of the minimum bonus to the employees specified under the Act. It further requires the
maintenance of certain books and registers such as the register showing computation of the allocable surplus; the
register showing the set on & set off of the allocable surplus and register showing the details of the amount of
Bonus due to the employees. Further it also requires for the submission of Annual Return in the prescribed form
(FORM D) to be submitted by the employer within 30 days of payment of the bonus to the Inspector appointed
under the Act.

110
THE EMPLOYEES PROVIDENT FUNDS AND MISCELLANEOUS PROVISIONS ACT, 1952
(“Employees Provident Fund and Miscellaneous Provisions Act”)

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 is a social welfare legislation to provide
for the institution of Provident Fund, Pension Fund and Deposit Linked Insurance Fund for employees working
in factories and other establishments. The Act aims at providing social security and timely monetary assistance to
industrial employees and their families when they are in distress.

The Act is administered by the Government of India through the Employees' Provident Fund Organisation
(EPFO). The following three schemes have been framed under the Act by the Central Government:
(a) he Employees’ Provident Fund Schemes, 1952;
(b) The Employees’ Pension Scheme, 1995; and
(c) The Employees’ Deposit-Linked Insurance Scheme; 1976.
The Central Government has been constituted Employees' Provident Funds Appellate Tribunal to exercise the
powers and discharge the functions conferred on such by Employees’ Provident Funds and Miscellaneous
Provisions Act, 1952.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND

REDRESSAL) ACT, 2013 (“SHWW ACT”)

The SHWW Act provides for the protection of women at work place and prevention of sexual harassment at work
place. The SHWW Act also provides for a redressal mechanism to manage complaints in this regard. Sexual
harassment includes one or more of the following acts or behavior namely, physical contact and advances or a
demand or request for sexual favour or making sexually colored remarks, showing pornography or any other
unwelcome physical, verbal or non-verbal conduct of sexual nature. The SHWW Act makes it mandatory for
every employer of a workplace to constitute an Internal Complaints Committee which shall always be presided
upon by a woman. It also provides for the manner and time period within which a complaint shall be made to the
Internal Complaints Committee i.e. a written complaint is to be made within a period of 3 (three) months from the
date of the last incident. If the establishment has less than 10 (ten) employees, then the complaints from employees
of such establishments as also complaints made against the employer himself shall be received by the Local
Complaints Committee. The penalty for non-compliance with any provision of the SHWW Act shall be punishable
with a fine extending to ₹50,000/- (Rupees Fifty Thousand Only).

INTELLECTUAL PROPERTY LAWS

TRADEMARKS ACT, 1999

A trademark is used in relation to goods so as to indicate a connection in the course of trade between the goods
and a person having the right as proprietor or user to use the mark. The Trademarks Act, 1999, (Trademarks Act)
governs the registration, acquisition, transfer and infringement of trademarks and remedies available to a
registered proprietor or user of a trademark. Registration is valid for a period of 10 years but can be renewed in
accordance with the specified procedure.
As per the Trademarks (Amendment) Bill, 2009, Registrar of Trade Marks is empowered to deal with international
applications originating from India as well as those received from the International Bureau and maintain a record
of international registrations. It also removes the discretion of the Registrar to extend the time.

111
PROPERTY RELATED LAWS

TRANSFER OF PROPERTY ACT, 1882

The transfer of property, including immovable property, between living persons, as opposed to the transfer of
property by the operation of law, is governed by the Transfer of Property Act, 1882 (“T.P. Act”). The T.P. Act
establishes the general principles relating to the transfer of property including among other things identifying the
categories of property that are capable of being transferred, the persons competent to transfer property, the validity
of restrictions and conditions imposed on the transfer and the creation of contingent and vested interest in the
property.

THE INDIAN STAMP ACT, 1899

Stamp duty is payable on all instruments/ documents evidencing a transfer or creation or extinguishment of any
right, title or interest in immoveable property. The Indian Stamp Act, 1899 (the “Stamp Act”) provides for the
imposition of stamp duty at the specified rates on instruments listed in Schedule I of the Stamp Act. However,
under the Constitution of India, the states are also empowered to prescribe or alter the stamp duty payable on such
documents executed within the state. Instruments chargeable to duty under the Stamp Act but which have not been
duly stamped, are incapable of being admitted in court as evidence of the transaction contained therein. The Stamp
Act also provides for impounding of instruments by certain specified authorities and bodies and imposition of
penalties, for instruments which are not sufficiently stamped or not stamped at all. Instruments which have not
been properly stamped instruments can be validated by paying a penalty of up to 10 times of the total duty payable
on such instruments.

TAXATION & DUTY LAWS

THE CENTRAL EXCISE ACT, 1944 (“Excise Act”)

The Central Excise Act, 1944 (“Central Excise Act”) consolidates and amends the law relating to Central Duties
of Excise on goods manufactured or produced in India. Excisable goods under the Act means goods specified in
the Schedule to the Central Excise Tariff Act, 1985 as being subject to duty of excise. Factory means any premises,
including the precincts thereof, wherein or in any part of which excisable goods are manufactured, or wherein or
in any part of which any manufacturing process connected with the production of these goods being carried on or
is ordinarily carried out. Under the Act a duty of excise is levied on all excisable goods, which are produced or
manufactured in India as and at the rates, set forth in the First Schedule to the Central Excise Tariff Act, 1985.

THE CENTRAL SALES TAX ACT, 1956 (“Central Sales Tax Act”)

Central Sales Tax Act 1956 was enacted by the Parliament and received the assent of the president on December
21, 1956. Imposition of tax became effective from July 1, 1957. It extends to the whole of India. Every dealer
who makes an inter-state sale must be a registered dealer and a certificate of registration has to be displayed at all
places of his business. There is no exemption limit of turnover for the levy of central sales tax. The tax is levied
under this act by the Central Government but, it is collected by that state government from where the goods were
sold. The tax thus collected is given to the same state government which collected the tax. In case of Union
Territories, the tax collected is deposited in the consolidated fund of India.

112
VALUE ADDED TAX (“VAT”)

VAT is a system of multi-point Levy on each of the purchases in the supply chain with the facility of set-off input
tax on sales whereby tax is paid at the stage of purchase of goods by a trader and on purchase of raw materials by
AVSL Industries Limited manufacturer. VAT is based on the value addition of goods, and the related VAT
Liability of the dealer is calculated by deducting input tax credit for tax collected on the sales during a particular
period. VAT is a consumption tax applicable to all commercial activities involving the production and distribution
of goods and the provisions of services, and each state that has introduced VAT has its own VAT Act, under
which, persons Liable to pay VAT must register and obtain a registration number from Sales Tax Officer of the
respective State.

INCOME TAX ACT, 1961

The government of India imposes an income tax on taxable income of all persons including individuals, Hindu
Undivided Families (HUFs), companies, firms, association of persons, body of individuals, local authority and
any other artificial judicial person. Levy of tax is separate on each of the persons. The levy is governed by the
Indian Income Tax Act, 1961. The Indian Income Tax Department is governed by CBDT and is part of the
Department of Revenue under the Ministry of Finance, Govt. of India. Income tax is a key source of funds that
the government uses to fund its activities and serve the public. The quantum of tax determined as per the statutory
provisions is payable as: a) Advance Tax; b) Self-Assessment Tax; c) Tax Deducted at Source (TDS); d) Tax
Collected at Source (TCS); e) Tax on Regular Assessment.

SERVICE TAX ACT, 1994

Service tax is charged on taxable services as defined in Chapter V of Finance Act, 1994, which requires a service
provider of taxable services to collect service tax from a service recipient and pay such tax to the Government. In
accordance with Rule 6 of Service tax Rules the assesses is required to pay Service tax in TR 6 challan by fifth of
the month immediately following the month to which it relates. Further under Rule 7 (1) of Service Tax Rules,
the company is required to file a half yearly return in Form ST 3 by twenty fifth of the month immediately
following the half-year to which the return relates.

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 itself registered and
obtain an IEC (Importer Exporter Code). Imported goods in India attract basic customs duty, additional customs
duty and education cess. The rates of basic customs duty are specified under the Customs Tariff Act 1975.
Customs duty is calculated on the transaction value of the goods. Customs duties are administrated by Central
Board of Excise and Customs under the Ministry of Finance.

113
IN GENERAL

THE COMPANIES ACT, 1956

The Companies Act, 1956 deals with laws relating to companies and certain other associations. It was enacted by
the parliament in 1956. The Companies Act primarily regulates the formation, financing, functioning and winding
up of companies. The Act prescribes regulatory mechanism regarding all relevant aspects, including
organizational, financial and managerial aspects of companies. Regulation of the financial and management
aspects constitutes the main focus of the Companies Act. In the functioning of the corporate sector, although
freedom of companies is important, protection of the investors and shareholders, on whose funds they flourish, is
equally important. The Companies Act plays the balancing role between these two competing factors, namely,
management autonomy and investor protection.

THE COMPANIES ACT, 2013

The Companies Act, 2013, has been introduced to replace the existing Companies Act, 1956 in a phased manner.
The Ministry of Corporate Affairs has vide its notification dated September 12, 2013 notified 100 Sections and
on March 26, 2014 notified 183 Sections of the Companies Act, 2013. The same are applicable from September
12, 2013 and April 01, 2014, respectively. The Ministry of Corporate Affairs has issued the rules and new
improved e-forms complementary to the Act establishing the procedure to be followed by companies in order to
comply with the substantive provisions of the Act.

114
 OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS

Our Company was incorporated as M K Proteins Private Limited under the provisions of the Companies Act,
1956 vide certificate of incorporation dated June 15, 2012. Subsequently, our Company was converted into public
limited company and the name of our Company was changed to “M K Proteins Limited” pursuant to shareholder’s
resolution dated January 20, 2017 and vide fresh certificate of incorporation dated February 08, 2017. The
Corporate Identification Number of our Company is U15500HR2012PLC046239.
For information on the Company’s activities, market, growth and managerial competence, please see the chapters
“Our Management”, “Our Business” and “Our Industry” beginning on pages 119, 97 and 91 respectively of this
Prospectus.
CHANGE IN REGISTERED OFFICE
There has been no change in the address of the registered office of the Company. The registered office of our
company is situated at Naraingarh Road, Vill. Garnala Ambala City-134003, Haryana.
KEY EVENTS AND MILESTONES IN THE HISTORY OF OUR COMPANY

Year Event

2012 Our Company was incorporated as M K Proteins Private Limited

2012 Took over assets from Shib Charan Dass Industries Private Limited

2015 Installed Capacity increased from 120 TPD to 250 TPD

2015 Sales crossed Rs. 100 crores

Our Company was converted into Public Limited Company vide fresh certificate of
2017
incorporation dated February 08, 2017

OUR MAIN OBJECTS

The main objects of our Company, as contained in our Memorandum of Association, are as set forth below:
- To carry on the business of manufacture, extraction, processing, refining, production sale, purchase, import,
export of vegetable oils, vegetable ghee, hydrogenated oils, fatty acids, furfural oils, oils flakes, stearic acids
in their all forms and descriptions edible oils for human consumption and non edible oils used in industrial
production of bathing, washing soaps, detergents and all other types of beauty products and oil seeds, oil
cakes.
AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION
Since incorporation, the following changes have been made to our Memorandum of Association:

Date of
Shareholders’ Amendment
Approval

December 17, The Initial Authorized Capital of Rs. 1,00,00,000/- (Rupees One Crore only) consisting
2016 of 1,00,000 Equity shares of face value of Rs. 100/- each was sub-divided into Rs.
1,00,00,000/- (Rupees One Crore only) consisting of 10,00,000 Equity Shares of face
value of Rs. 10/- each

115
 January 20, 2017 The authorized capital of Rs. 1,00,00,000/- (Rupees One Crore only) consisting of
10,00,000 Equity Shares of face value of Rs. 10/- each was increased to Rs.
5,00,00,000/- (Rupees Five Crore only) consisting of 50,00,000 Equity Shares of face
value of Rs. 10/- each

January 20, 2017 The Main Objects of the Company were changed pursuant to Companies Act, 2013.

January 20, 2017 Conversion of private company into public company and subsequent change of name
from ‘M K Proteins Private Limited’ to ‘M K Proteins Limited’.

HOLDING COMPANY OF OUR COMPANY

Our Company has no holding company as on the date of filing of this Prospectus.
SUBSIDIARY COMPANY OF OUR COMPANY
Our Company has no subsidiary company as on the date of filing of this Prospectus.
INJUNCTIONS OR RESTRAINING ORDERS
The Company is not operating under any injunction or restraining order.
DETAILS OF PAST PERFORMANCE
For details in relation to our financial performance in the previous four financial years, including details of non-
recurring items of income, refer to section titled “Financial Statements” beginning on page 158 of this Prospectus.
SHAREHOLDERS AGREEMENTS
Our Company has not entered into any shareholders agreement as on date of filing of this Prospectus.
OTHER AGREEMENTS
Our Company has not entered into any specific or special agreements except that have been entered into in
ordinary course of business and agreement dated January 26, 2017 with Managing Director and Whole Time
Director for their appointment as on the date of filing of this Prospectus.
RESTRICTIVE COVENANTS IN LOAN AGREEMENTS
Our Company has renewed its bank overdraft facilities from HDFC Bank vide Sanction letter dated September
11, 2015. The Bank has issued us No Objection Certificate in relation to our IPO vide letter dated March 07, 2017.
Following are the certain restrictive conditions given by HDFC Bank for sanction of overdraft facility:
1. Without prejudice to the demand nature of the advance(s), the/these credit facility (ies) will remain in force
for a period of one year and is/are subject to annul review.
2. The Company is liable to be charged with 2% of the total limits in case the facilities are taken over by another
Bank during the tenor of the loan (Directly or Indirectly). For term loans, it will be charged on the Principal
Outstanding as on date.
3. The Interest rates are linked to Base rate. The Current Base Rate is 9.35% per annum which shall be subjected
to revision from time to time.
4. These credit facilities are not available for investment in shares, debentures, to make advances by way of
intercorporate loans/ deposits to the companies (including subsidiary/ associate companies)
5. The Company is liable to pay the stamp duties, legal charges, valuation charges, inspection charges, stock
audit charges or any other charges as applicable from time to time
6. The bank reserves an unconditional right to cancel the undrawn/unused/unavailed protion of the loan/facility
sanctioned at any time during the currency of the loan/facility, without any prior notice to the Company (for
advances to other entities)

116
Details of borrowing and charges of HDFC Bank:

Date of charge Charge

Sr.
creation/ amount Charge holder Facilities Security
No.
modification secured
1. Date of Sanction Rs. HDFC Bank Cash • Hypothecation of present & future
Letter: 2000.00 Limited Credit current stocks and fixed assets of
September 11, Lakhs Facility of the company.
HDFC Bank
2015 Rs. • Two Equitable Mortgage of self
House,
1300.00 occupied property situated at:-
Senapati Bapat
Lakhs 1. Residential Property at House
Marg, Lower
Parel W, No. 550, Sector-8 B, Chandigarh
Mumbai, owned by M/s Kamla
Maharashtra- Enterprises valued at Rs.
400013 1506.00 Lakhs.
2. Industrial Property at Village
Garnala, Tehsil & Distt.
Ambala, Property situated at
Khasara No. 3/25, Raquba 4
Kanal 7 Marle Village Garnala,
Hadbast no. 44, Tehsil & Distt.
Ambala. Khasara No. 9/5, 6/1,
Raquba 8 Kanal 18 Marle
Village Garnala, Hadbast No.
44, Tehsil & Distt. Ambala.
Khasara No. 8/1/2, 10/1, Raquba
6 Kanal 4 Marle Village
Garnala, Hadbast No. 44, Tehsil
& Distt. Ambala. Khasara No.
4/21/2/2, 21/1/2, 30/70 part of 3
Kanal 10 Marle, Bakadar 1
Kanal 10 Marle Village Garnal,
Hadbast No. 44, Tehsil & Distt.
Ambala. Khasara No. 4//21/1,
8/1/1, 10/2, Raquba 6 Kanal 1
Marle Village Garnala, Hadbast
No. 44, Tehsil & Distt. Ambala.
Total 27 Kanal Lands owned by
M/s Shib Charan Dass Oil
Extractions Private Limited
valued at Rs. 702.00 Lakhs.
Foreign • Hypothecation of all types of
Letter of stocks and other material at
Credit of factory/godown or at places as
Rs. 500.00 approved by Bank from time to
Lakhs. time including goods in transit and
(Interchang receivables.
eable to • Two Equitable Mortgage as
Cash Credit mentioned above
Facility)

117
 Term Loan • Hypothecation of Machinery
(Under (existing & future).
CLCSC- • Comprehensive insurance on all
Credit Link stocks, movable and immovable
Subsidy assets, and property with HDFC
Scheme) of Bank as one of the loss payee.
Rs. 150.00
Lakhs
PSR Limit -
of Rs. 50
Lakhs.

UNSECURED LOANS
Details of unsecured loans outstanding as on December 31, 2016 are as under:

Sr. Interest Principal Amount

Name of Lenders Period
No. Rate (Rs. In Lakhs)

Shib Charan Dass Industries Private On

1 12% 125.56
Limited Demand

12% On
2 Shivalik Steels and Alloys Private Limited 191.23
Demand

Shree Ganesh Fats Private Limited 12% On

3 313.27
Demand

Sarvottam Securities Private Limited 9% On

4 300.00
Demand

Total 930.06

STRATEGIC/ FINANCIAL PARTNERS

Our Company does not have any strategic/financial partner as on the date of filing of this Prospectus.
DEFAULTS OR RESCHEDULING OF BORROWINGS WITH FINANCIAL INSTITUTIONS OR
BANKS
There have been no defaults or rescheduling of borrowings with financial institutions or banks as on the date of
this Prospectus.
NUMBER OF SHAREHOLDERS
Our Company has 14 (Fourteen) shareholders on date of this Prospectus.

118
 OUR MANAGEMENT

BOARD OF DIRECTORS

Under our Articles of Association, we are required to have not less than 3 directors and not more than 15 directors.
As on the date of this Prospectus, our Company has 8 (Eight) directors on the Board.

The following table sets forth the details regarding our Board of Directors as on the date of filing of this Prospectus
with NSE:

Sr. Name, Father’s/Husband`s Name,

No. Designation, Address, Occupation, Date of Appointment Other Directorships
Nationality, Term and DIN
1. Name: Mr. Vinod Kumar Initially appointed as • Shreeom Commercial Realestate
Age: 54 Years Director on December Private Limited
10, 2016 • Shib Charan Dass Industries
Father’s Name: Mr. Madan Lal Private Limited
Appointed as Managing • Kamla Oleo Private Limited
Designation: Managing Director
Director with effect • SGF Industries Private Limited
Address: 52A, Jail Colony, Near Manaul from January 02, 2017
House, Ambala City- 133003

Occupation: Business

Nationality: Indian

Term: 5 years

DIN: 00150507

2. Name: Mr. Raj Kumar Initially appointed as • Shreeom Commercial Realestate

Director on June 15, Private Limited
Age: 44 Years 2012 • Shree Ganesh Fats Private
Limited
Father’s Name: Mr. Madan Lal Re-appointed as Whole- • Kamla Oleo Private Limited
Time Director with
Designation: Whole-Time Director effect from January 02,
2017
Address: 3056, Sector - 28D,
Chandigarh-160009

Occupation: Business

Nationality: Indian

Term: 5 years

DIN: 00126983

119
3. Name: Mr. Parvind Kumar Appointed as Director • Shreeom Commercial Realestate
Age: 56 Years on June 15, 2012 Private Limited
• Shivalik Steels and Alloys
Father’s Name: Mr. Madan Lal Private Limited
Designation: Non-Executive Director • Shree Ganesh Fats Private
Limited
Address: 3056, Sector - 28D, • SGF Industries Private Limited
Chandigarh-160009

Occupation: Business

Nationality: Indian

Term: Liable to retire by rotation

DIN: 00126933

4. Name: Mr. Parmod Kumar Appointed as Director • Kamla Oleo Private Limited
Age: 52 Years on February 15, 2017 • Saatvik Green Energy Private
Limited
Husband’s Name: Mr. Madan Lal • Shivalik Steels and Alloys
Designation: Non-Executive Director Private Limited
• Shib Charan Dass Industries
Address: 550, Sector -8 B, Chandigarh- Private Limited
160009 • Kamla Finvest Private Limited
• Shreeom Commercial Realestate
Occupation: Business
Private Limited
Nationality: Indian

Term: Liable to retire by rotation

DIN: 00126965

5. Name: Mr. Chatter Singh Appointed as Director NA

Age: 75 Years on March 02, 2017

Father’s Name: Mr. Avtar Singh

Designation: Additional Non-Executive

& Independent Director

Address: 126/2, Sector 45 A,

Chandigarh – 160047

Occupation: Business

Nationality: Indian

Term: 5 years

DIN: 07749000

120
6. Name: Mr. Raman Kumar Sah
Appointed as Director • Pushpanjali Realms and Infratech
Age: 31 Years on March 02, 2017 Limited

Father’s Name: Mr. Mahanth Sah

Designation: Additional Non-Executive

& Independent Director

Address: E-32, Gaurav Apartment,

Madhu Vihar, I P Extn., Delhi - 110092

Occupation: Professional

Nationality: Indian

Term: 5 years

DIN: 07750890

7. Name: Mr. Abhay Kumar

Appointed as Director • Pushpanjali Realms and Infratech
Age: 29 Years on March 02, 2017 Limited

Father’s Name: Mr. Bidyanand Jha

Designation: Additional Non-Executive

& Independent Director

Address: G-43, Laxmi Nagar, New

Delhi- 110092

Occupation: Business

Nationality: Indian

Term: 5 years

DIN: 07506524
8. Name: Mr. Dinesh Singh Malik NA
Appointed as Director
Age: 40 Years on March 02, 2017

Father’s Name: Mr. Baljit Singh

Designation: Additional Non-Executive

& Independent Director

Address: H. No. 238, Punjab Modern

Complex, Baltana, Zirakpur, Mohali,
Punjab – 140604

Occupation: Service

121
 Nationality: Indian

Term: 5 years

DIN: 07749708
9. Name: Ms. Laxmi Mandal
Appointed as Director • Sunlax Management Solutions
Age: 32 Years on March 20, 2017 Private Limited

Father’s Name: Mr. Sunil Mandal

Designation: Additional Non-Executive

& Independent Director

Address: 10-H, Ambedker Bhawan,

Aram Bagh, New Delhi- 110055

Occupation: Business

Nationality: Indian

Term: 5 years

DIN: 05287716

For further details on their qualifications, experience, etc., kindly refer to their respective biographies under the
heading “Brief Biographies” below.

BRIEF BIOGRAPHY OF OUR DIRECTORS

Mr. Vinod Kumar, aged 54 Years, is one of the Promoters of our Company.
He is acting as the Managing Director w.e.f. January 02, 2017. He has done his
graduation in B.A from Kurukshetra University. He is a businessman having
rich experience of more than 30 years in the Edible Oil Industry. He was
handling the complete refining process in Shib Charan Dass Industries Private
Limited. Currently, he is looking after policy making of the Company regarding
Procurement and Production. He is involved in purchase of Edible and Non-
Edible Oils. He is also responsible for quality control of the production/refining
process of the oils.

Mr. Raj Kumar, aged 44 Years, is one of the Promoters and the Whole-time
Director of our Company. He has done his graduation in B.Sc. from Kurukshetra
University. He is a businessman having rich experience of more than 20 years
in the manufacturing Soap noodles and refining of Palm Kernel Oil. He is
looking after Finance, Sales and Marketing of the Company.

122
Mr. Parvind Kumar, aged 56 Years, is one of the Promoters and Non-
Executive Director of our Company He has done his graduation in Commerce
from Kurukshetra University. He was the Managing Director of our Company
till December 15, 2016 and was looking after the production/refining process
and policy formulation thereof. Currently, he is the Managing Director of
Shivalik Steels and Alloys Private Limited which is involved in manufacturing
of soap noodles.

Mr. Parmod Kumar, aged 52 Years, is the Non-Executive Director of our

Company. He has rich experience of 30 years in the Edible Oil Industry as he
was handling operations along with Mr. Vinod Kumar in Shib Charan Dass
Industries Private Limited. He is involved in the overall decision making of the
Company.

Mr. Chatter Singh, aged 75 Years, is the Additional Non-Executive and

Independent Director of our Company. He has done his graduation in BA and
had completed Certified Associate of Indian Institute of Bankers conducted by
Indian Institute of Banking and Finance (IIBF). He retired as Assistant General
Manager from the State Bank Group under Senior Management Scale Grade V.
After retirement, he worked an Assistant Vice President in a leading Private
Sector Bank focusing on Audit and Compliance of branches in Haryana, Punjab,
Rajasthan and Delhi. Currently he is working on an independent financial
advisor.

Mr. Raman Kumar Sah, aged 30 years is the Additional Non-Executive and
Independent Director of our Company. He has done his graduation in commerce.
He is associate member of the Institute of Chartered Accountants of India
(ICAI). He has to his credit nearly 3 years of post qualification professional
experience in the field of Statutory Audit and Internal Audit of Companies,
banks and firms. Currently, he is running his own CA firm named M/s R K SAH
& Co., practicing in Taxation matters, Audit and Assurance.

123
 Mr. Abhay Kumar, aged 30 years is the Additional Non-Executive and
Independent Director of our Company. He has done his Post Graduation in
Commerce. He also holds Post Graduate Diploma in Financial Management,
International Business Operation & Management. He has more than 4 years
experience in the domain of Legal, Secretarial & corporate matters.

Mr. Dinesh Singh Malik, aged 40 years is the Additional Non-Executive and
Independent Director of our Company. He has done his graduation in commerce.
He is a fellow member of Institute of Company Secretaries of India and is also
a law graduate. He has more than 9 years experience in secretarial position and
more than 7 years experience in legal field in India with more than two years
experience of Accounts & Secretarial Executive in Southall (U.K.). Currently,
he is the Company Secretary of Winner Nippon Private Limited & Raglan
Infrastructure Private Limited

Ms. Laxmi Mandal, aged 32 years is the Additional Non-Executive and

Independent Director of our Company. She has done her graduation in
commerce. She is an associate member of Institute of Company Secretaries of
India. She has more than 4 years experience in secretarial position. Currently,
she is the Company Secretary of Exactus Corporation Private Limited.

CONFIRMATIONS

As on the date of this Prospectus:

• Mr. Vinod Kumar, Mr. Parvind Kumar, Mr. Raj Kumar and Mr. Parmod Kumar are related as brothers. Except
the above stated none of the directors are related to each other.
• There are no arrangements or understanding with major shareholders, customers, suppliers or any other entity,
pursuant to which any of the Directors or Key Managerial Personnel were selected as a Director or Member
of their senior management.
• The Directors of our Company have not entered into any service contracts with our company which provides
for benefits upon termination of employment.
• None of the above mentioned Directors are on the RBI List of willful defaulters.
• Further, none of our Directors are or were directors of any company whose shares were (a) suspended from
trading by stock exchange(s) for more than 3 months during the five years prior to the date of filing the
Prospectus or (b) delisted from the stock exchanges.
• None of the Promoters, persons forming part of our Promoter Group, Directors or persons in control of our
Company, has been or is involved as a promoter, director or person in control of any other company, which
is debarred from accessing the capital market under any order or directions made by SEBI or any other
regulatory authority. For further details refer chapters titled “Outstanding Litigation and Material
Developments” beginning on the page 221 of this Prospectus.

124
REMUNERATION / COMPENSATION OF DIRECTORS
Directors of the Company may be paid sitting fees, commission and any other amounts as may be decided by our
Board in accordance with the provisions of the Articles of Association, the Companies Act and other applicable
laws and regulations. Except Mr. Raj Kumar and Mr. Parvind Kumar who have been paid Gross Compensation
of Rs.13.50 lacs p.a. each during Fiscal Year 2015-16, none of our Directors received any remuneration during
preceding financial year.
REMUNERATION / COMPENSATION OF RELATIVES OF DIRECTORS / PROMOTERS
Following is the details of relatives of directors / promoters employed in the Company and their remuneration
being paid in FY 2016-17:

Name Relationship with the Designation Remuneration

Management (Rs. In Lakhs per month)

Wife of Mr. Parmod

Ms. Sunila Garg General Manager, Technical 2.50
Kumar

Daughter in law of Mr.

Ms. Saumya Garg General Manager, Finance 2.50
Parvind Kumar

Daughter of Mr. Vinod General Manager, Human

Ms. Kritika Garg 2.50
Kumar Resource

SHAREHOLDING OF OUR DIRECTORS IN OUR COMPANY

As per the Articles of Association of our Company, a Director is not required to hold any qualification shares.
The following table details the shareholding of our Directors as on the date of this Prospectus:

% of Pre Issue % of Post Issue

Sr. No. of Equity
Name of the Director Equity Share Equity Share
No. Shares
Capital Capital

1. Mr. Vinod Kumar 1,80,000 6.65 4.32

2. Mr. Raj Kumar 2,90,000 10.71 6.95

3. Mr. Parvind Kumar 2,12,800 7.86 5.10

4. Mr. Parmod Kumar Nil Nil Nil

5. Mr. Chatter Singh Nil Nil Nil

6. Mr. Raman Kumar Sah Nil Nil Nil

7. Mr. Abhay Kumar Nil Nil Nil

8. Mr. Dinesh Singh Malik Nil Nil Nil

9. Ms. Laxmi Mandal Nil Nil Nil

125
INTERESTS OF DIRECTORS
All of our Directors may be deemed to be interested to the extent of fees payable, if any to them for attending
meetings of the Board or committees thereof as well as to the extent of other remuneration and reimbursement of
expenses payable, if any to them under our Articles of Association, and/or to the extent of remuneration paid to
them for services rendered as an officer or employee of our Company and lease rent paid to group company. Some
of our Directors may be deemed to be interested to the extent of consideration received/paid or any loan or
advances provided to anybody corporate including companies and firms and trusts, in which they are interested
as directors, members, partners or trustees.
Our Directors may also be regarded as interested in the Equity Shares, if any, held by them or that may be
subscribed by and allotted to the companies, firms, and trusts, if any, in which they are interested as directors,
members, promoters, and /or trustees pursuant to this Issue. All of our Directors may also be deemed to be
interested to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares,
if any.
None of our Directors has been appointed on our Board pursuant to any arrangement with our major shareholders,
customers, suppliers or others.
Except as stated in the chapter “Our Management” and ‘Related Party Transactions’ beginning on page 119 and
156 respectively of this Prospectus and described herein to the extent of shareholding in our Company, if any, our
Directors do not have any other interest in our business.
Our Directors have no interest in any property acquired by our Company within two years of the date of this
Prospectus.
Our Directors are not interested in the appointment of or acting as Underwriters, Registrar and Bankers to the
Issue or any such intermediaries registered with SEBI.
PROPERTY INTEREST
Except as stated/referred to in the heading titled “Land & Properties” beginning on page 107 of this Prospectus,
our Directors has not entered into any contract, agreement or arrangements during the preceding two years from
the date of this Prospectus in which the Directors are interested directly or indirectly and no payments have been
made to them in respect of these contracts, agreements or arrangements or are proposed to be made to them.
CHANGES IN OUR BOARD OF DIRECTORS DURING THE LAST THREE YEARS

Nature of
Name Date of event event Reason

Change in Appointment as Managing

Mr. Parvind Kumar April 01, 2014
Designation Director
Change in Appointment as Whole-Time
Mr. Raj Kumar April 01, 2014
Designation Director
Appointment Appointment as Executive
Mr. Vinod Kumar December 10, 2016
Director

Appointment Appointment as Non- Executive

Ms. Sunila Garg December 10, 2016
Director
Resigned from the position of
Change in
Mr. Parvind Kumar December 15, 2016 Managing Director due to personal
Designation
reasons
Change in
Mr. Vinod Kumar January 02, 2017 Designated as Managing Director
Designation

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 Nature of
Name Date of event event Reason

February 15, 2017 Appointment Appointment as Non-Executive

Mr. Parmod Kumar
Director

Ms. Sunila Garg February 15, 2017 Resignation Resigned due to personal reasons

March 02, 2017 Appointment Appointment as Additional Non-

Mr. Chatter Singh
Executive & Independent Director

March 02, 2017 Appointment Appointment as Additional Non-

Mr. Raman Kumar Sah
Executive & Independent Director

March 02, 2017 Appointment Appointment as Additional Non-

Mr. Abhay Kumar
Executive & Independent Director

March 02, 2017 Appointment Appointment as Additional Non-

Mr. Dinesh Singh Malik
Executive & Independent Director

March 20, 2017 Appointment Appointment as Additional Non-

Ms. Laxmi Mandal
Executive & Independent Director

BORROWING POWERS OF OUR BOARD OF DIRECTORS

Our Company has passed a resolution in the Extra Ordinary General Meeting of our Company held on December
17, 2016 consent of the members of our Company was accorded to the Directors of our Company pursuant to
Section 180(1)(c) of the Companies Act, 2013 for borrowing, from time to time, any sum or sums of money on
such security and on such terms and conditions as the Board may deem fit, notwithstanding that the money to be
borrowed together with the money already borrowed by our Company (apart from temporary loans obtained from
our Company’s bankers in the ordinary course of business) may exceed in the aggregate, the paid-up capital of
our Company and its free reserves, provided however, the total amount so borrowed in excess of the aggregate of
the paid-up capital of our Company and its free reserves shall not at any time exceed Rs. 200 Crores (Rupees
Two Hundred Crores only).

CORPORATE GOVERNANCE
Our Company stands committed to good corporate governance practices based on the principles such as
accountability, transparency in dealings with our stakeholders, emphasis on communication and transparent
reporting. We have complied with the requirements of the applicable regulations, including the SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015, in respect of corporate governance including
constitution of the Board and Committees thereof. The corporate governance framework is based on an effective
Independent Board, the Board’s supervisory role from the executive management team and constitution of the
Board Committees, as required under law.
We have a Board constituted in compliance with the Companies Act, 2013 and as per the SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015 in accordance with best practices in corporate governance. The
Board functions either as a full Board or through various committees constituted to oversee specific operational
areas. Our executive management provides the Board detailed reports on its performance periodically.
Currently, our Board has 9 (Nine) Directors. We have 1 (One) Managing Director, 1 (One) Whole-Time Director,
2 (Two) Non-Executive Director and 5 (Five) Non-Executive & Independent Directors. The constitution of our
Board is in compliance with the requirements of Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.

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The following committees have been formed in compliance with the corporate governance norms:
A. Audit Committee
B. Nomination and Remuneration Committee
C. Stakeholders Relationship Committee

A) Audit Committee
Our Company has constituted an Audit Committee, as per the provisions of Section 177 of the Companies
Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015,
vide resolution passed in the meeting of the Board of Directors held on March 02, 2017.
The terms of reference of Audit Committee complies with the requirements of Companies Act, 2013 and
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The committee presently
comprises the following 3 (Three) directors.
Composition of Audit Committee:

Name of the Director Status Nature of Directorship

Raman Kumar Sah Chairman Additional Non-Executive & Independent Director

Abhay Kumar Member Additional Non-Executive & Independent Director

Vinod Kumar Member Managing Director

Mr. Raman Kumar Sah is the Chairman of the Audit Committee.

The Company Secretary of the Company acts as the Secretary to the Audit committee.

Role of the audit committee:

1. Overseeing the Company’s financial reporting process and the disclosure of its financial information to
ensure that the financial statements are correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or
removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial statements before submission to the board for
approval, with particular reference to:
a. Matters required to be included in the Directors Responsibility Statement to be included in the
Board’s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Major accounting entries involving estimates based on the exercise of judgment by management.
d. Significant adjustments made in the financial statements arising out of audit findings.
e. Compliance with listing and other legal requirements relating to financial statements.
f. Disclosure of any related party transactions.
g. Modified opinion(s) in the draft audit report.
5. Reviewing, with the management, the half yearly and annual financial statements before submission to
the board for approval.

128
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than
those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter.
7. Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit
process.
8. Approval of any transactions of the Company with Related Parties, including any subsequent
modification thereof.
9. Scrutiny of inter-corporate loans and investments.
10. Valuation of undertakings or assets of the Company, wherever it is necessary.
11. Evaluation of internal financial controls and risk management systems.
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the
internal control systems.
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage
and frequency of internal audit.
14. Discussion with internal auditors on any significant findings and follow up there on.
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting
the matter to the board.
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of concern.
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors.
18. To review the functioning of the Whistle Blower mechanism, in case the same exists.
19. Approval of appointment of Chief Financial Officer or any other person heading the finance function or
discharging that function after assessing the qualifications, experience & background, etc. of the
candidate.
20. To overview the Vigil Mechanism of the Company and took appropriate actions in case of repeated
frivolous complaints against any Director or Employee.
21. Monitoring the end use of funds raised through public offers and related matters.

The Audit Committee shall mandatorily review the following information:

1. Management Discussion and Analysis of financial condition and results of operations.
2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by
management.
3. Management letters / letters of internal control weaknesses issued by the statutory auditors.
4. Internal audit reports relating to internal control weaknesses.
5. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to
review by the audit committee.

129
 6. Statement of deviations:
a) Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted
to stock exchange(s) in terms of Regulation 32(1).
b) Annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

Powers of the Audit Committee:

Investigating any activity within its terms of reference;

Seeking information from any employee;

Obtaining outside legal or other professional advice; and

Securing attendance of outsiders with relevant expertise, if it considers necessary.
B) Nomination and Remuneration Committee
Our Company has constituted a Nomination and Remuneration Committee. The constitution of the
Nomination and Remuneration Committee as per the provisions of Section 178 of the Companies Act, 2013
and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 was
approved by a Meeting of the Board of Directors held on March 02, 2017.
Composition of Nomination and Remuneration Committee

Name of the Director Status Nature of Directorship

Chatter Singh Chairman Additional Non-Executive & Independent Director

Dinesh Singh Malik Member Additional Non-Executive & Independent Director

Abhay Kumar Member Additional Non-Executive & Independent Director

Mr. Chatter Singh is the Chairman of the Nomination and Remuneration Committee.

The Company Secretary of the Company acts as the Secretary to the Nomination and Remuneration
Committee.

Role of Nomination and Remuneration Committee are:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board of Directors a policy relating to, the remuneration of the directors,
Key Managerial Personnel and other employees.
2. Formulation of criteria for evaluation of performance of Independent Directors and the Board of
Directors.
3. Devising a policy on diversity of Board of Directors.
4. 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 of Directors their
appointment and removal.
5. Whether to extend or continue the term of appointment of the Independent Director, on the basis of the
report of performance evaluation of Independent Directors.
6. Such other matters as may from time to time be required by any statutory, contractual or other regulatory
requirements to be attended to by such committee.

130
C) Stakeholders Relationship Committee
Our Company has constituted a Stakeholders Relationship Committee to redress the complaints of the
shareholders. The Stakeholders Relationship Committee was constituted as per the provisions of Section
178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 vide resolution passed at the meeting of the Board of Directors held March
02, 2017.
Composition of Stakeholders Relationship Committee

Name of the Director Status Nature of Directorship

Dinesh Singh Malik Chairman Additional Non-Executive & Independent Director

Raj Kumar Member Whole-Time Director

Parvind Kumar Member Non-Executive Director

The Stakeholders Relationship Committee shall oversee all matters pertaining to investors of our Company.
The terms of reference of the Stakeholders Relationship Committee include the following:
1. Redressal of shareholders’/investors’ complaints.
2. Reviewing on a periodic basis the approval of transfer or transmission of shares, debentures or any other
securities made by the Registrar and Share Transfer Agent;
3. Issue of duplicate certificates and new certificates on split/consolidation/renewal.
4. Non-receipt of declared dividends, balance sheets of the Company.
5. Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015.

Policy on Disclosures and Internal Procedure for Prevention of Insider Trading

We will comply with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 after listing
of our Company’s shares on the Stock Exchange.

Ms. Shipra Anand, Company Secretary and Compliance Officer, is responsible for setting forth policies,
procedures, monitoring and adhering to the rules for the prevention of dissemination of price sensitive information
and the implementation of the code of conduct under the overall supervision of the Board.

ORGANISATIONALSTRUCTURE

Board of Directors

Managing Director and Whole-Time Director

HR &
Chief Financial Officer CS Production Marketing Administration

Accounts Finance Secretarial Ambala,

Haryana

131
KEY MANAGERIAL PERSONNEL

Mr. Vinod Kumar (Promoter & Managing Director)

Mr. Vinod Kumar, aged 54 Years, is the Promoter and Managing Director of our Company He is acting as the
Managing Director w.e.f. January 02, 2017. He has done his graduation in B.A from Kurukshetra University. He
is a businessman having rich experience of more than 30 years in the Edible Oil Industry. He is looking after
policy making of the Company regarding Procurement and Production. He is involved in purchase of Edible and
Non-Edible Oils. He is also responsible for inspection of the production/refining process of the oils. Since he was
appointed as Managing Director on December 10, 2016 therefore no remuneration has been paid to him during
Financial Year 2015-16.
Mr. Raj Kumar (Promoter & Whole-Time Director)

Mr. Raj Kumar, aged 44 Years, is the Promoter and Whole-time Director of our Company. He is acting as the
Whole-Time Director w.e.f. January 02, 2017. He has done his graduation in B.Sc. from Kurukshetra University.
He is a businessman having rich experience of more than 20 years in the Edible Oil Industry. He is looking after
Finance, Sales and Marketing of the Company. He has earned a gross remuneration of Rs. 13.50 lakhs p.a. during
Financial Year 2015-16.
Mr. Nipun Garg (Chief Financial Officer)
Mr. Nipun Garg, aged 25 Years, is the Chief Financial Officer of our Company. He has done his graduation in
commerce from Punjab University. Further, he attended the Summer School Strategic Management in London
School of Economics (LSE) and completed his post graduation in M.Sc. Banking & International Finance from
Cass Business School, City University London. He has has vast knowledge in Financial Statement Analysis,
Commercial & Investment Banking, International Finance, Risk Management etc. Since he was appointed as CFO
on March 02, 2017 therefore no remuneration has been paid to him in this capacity during Financial Year 2015-
16.
Ms. Shipra Anand (Company Secretary & Compliance Officer)
Ms. Shipra Anand, aged 29 years, is the Company Secretary & Compliance Officer of the Company. She is an
associate member of the Institute of the Company Secretaries of India and also holds graduate degree in
commerce. She joined the Company on March 02, 2017. She was previously working with Haryana State
Industrial and Infrastructure Development Corporation Limited She has experience in Secretarial Compliances
and has the knowledge of Companies Act. Since she joined the Company on March 02, 2017, therefore no
remuneration has been paid to her during Financial Year 2015-16.
RELATIONSHIP BETWEEN KEY MANAGERIAL PERSONNEL
There is no family relationship between the Key Managerial Personnel of our Company except that Mr. Vinod
Kumar and Mr. Raj Kumar are brothers and Mr. Nipun Garg is the son of Mr. Parvind Kumar. All of our Key
Managerial Personnel are permanent employees of our company.
FAMILY RELATIONSHIP OF DIRECTORS WITH KEY MANAGERIAL PERSONNEL
There is no family relationship between the Key Managerial Personnel and Directors of our Company except that
Mr. Vinod Kumar, Mr. Parvind Kumar, Mr. Raj Kumar and Mr. Parmod Kumar are related as brothers and Mr.
Nipun Garg is the son of Mr. Parvind Kumar.
ARRANGEMENTS AND UNDERSTANDING WITH MAJOR SHAREHOLDERS
None of our Directors has been appointed on our Board pursuant to any arrangement with our major shareholders,
customers, suppliers or others.
SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL
Mr. Vinod Kumar holds 1,80,000 Equity Shares and Mr. Raj Kumar holds 2,90,000 Equity Shares of our Company
as on the date of this Prospectus.

132
BONUS OR PROFIT SHARING PLAN OF THE KEY MANAGERIAL PERSONNEL
Our Company has not entered into any Bonus or Profit Sharing Plan with any of the Key Managerial Personnel.
LOANS TO KEY MANAGERIAL PERSONNEL

No loans and advances have been given to the Key Managerial Personnel as on the date of this Prospectus.

INTEREST OF KEY MANAGERIAL PERSONNEL

The key managerial personnel of our Company do not have any interest in our Company other than to the extent
of the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement
of expenses incurred by them during the ordinary course of business and to the extent of Equity Shares held by
them in our Company, if any.
Except as disclosed in this Prospectus, none of our key managerial personnel have been paid any consideration of
any nature from our Company, other than their remuneration.
CHANGES IN KEY MANAGERIAL PERSONNEL DURING LAST THREE (3) YEARS
The changes in the key managerial personnel in the last three years are as follows:

Name of Managerial
Designation Date of Event Reason
Personnel
Designation changed to
Mr. Parvind Kumar Managing Director April 01, 2014
Managing Director
Designation changed to
Mr. Raj Kumar Whole-Time Director April 01, 2014
Whole-Time Director
Mr. Vinod Kumar Managing Director January 02, 2017 Appointment
Resigned from the position of
Mr. Parvind Kumar Director December 15, 2016 Managing Director due to
personal reasons
Designated as Managing
Mr. Vinod Kumar Managing Director January 02, 2017
Director
Company Secretary &
Ms. Shipra Anand March 02, 2017 Appointment
Compliance Officer
Mr. Nipun Garg Chief Financial Officer March 02, 2017 Appointment

Other than the above changes, there have been no changes to the key managerial personnel of our Company that
are not in the normal course of employment.
ESOP/ESPS SCHEME TO EMPLOYEESs
Presently, we do not have any ESOP/ESPS Scheme for employees.
PAYMENT OR BENEFIT TO OUR OFFICERS
Except as disclosed in the heading titled “Related Party Disclosure” in the section titled “Financial Statements”
beginning on page 158 of this Prospectus, no amount or benefit has been paid or given within the two preceding
years or is intended to be paid or given to any of our officers except the normal remuneration for services rendered
as officers or employees.

133
 OUR PROMOTER AND PROMOTER GROUP

OUR PROMOTERS

1. Mr. Vinod Kumar

2. Mr. Raj Kumar
3. Mr. Parvind Kumar
4. Parmod Kumar (HUF)
DETAILS OF OUR PROMOTERS

1. Mr. Vinod Kumar

Mr. Vinod Kumar, aged 54 Years, is one of the Promoters of our

Company. He is acting as the Managing Director w.e.f. January 02, 2017.
He has done his graduation in B.A from Kurukshetra University. He is a
businessman having rich experience of more than 30 years in the Edible
Oil Industry. He was handling the complete refining process in Shib
Charan Dass Industries Private Limited. Currently, he is looking after
policy making of the Company regarding Procurement and Production.
He is involved in purchase of Edible and Non-Edible Oils. He is also
responsible for quality control of the production/refining process of the
oils.

Particulars Details

Permanent Account Number AASPK6953E

Passport No. M1815650

Punjab National Bank
Bank Account Details Account No. 3887000100031278
Address: Ambala Cantt., Haryana

2. Mr. Raj Kumar

Mr. Raj Kumar, aged 44 Years, is one of the Promoters and the Whole-
time Director of our Company. He has done his graduation in B.Sc. from
Kurukshetra University. He is a businessman having rich experience of
more than 20 years in the manufacturing Soap noodles and refining of
Palm Kernel Oil. He is looking after Finance, Sales and Marketing of the
Company.

Particulars Details

Permanent Account Number AASPK6955C

Passport No. K9012466

Punjab National Bank
Bank Account Details Account No. 3887000100031320
Address: Ambala Cantt., Haryana

134
 3. Mr. Parvind Kumar

Mr. Parvind Kumar, aged 56 Years, is one of the Promoters and Non-
Executive Director of our Company He has done his graduation in
Commerce from Kurukshetra University. He was the Managing Director
of our Company till December 15, 2016 and was looking after the
production/refining process and policy formulation thereof. Currently, he
is the Managing Director of Shivalik Steels and Alloys Private Limited
which is involved in manufacturing of soap noodles.

Particulars Details

Permanent Account Number AASPK6954D

Passport No. H4401557

Punjab National Bank
Bank Account Details Account No. 3887000100031232
Address: Ambala Cantt., Haryana

4. Parmod Kumar (HUF)

Parmod Kumar (HUF) came into existence in October 04, 1990 and its members are Mr. Parmod Kumar,
Mrs. Sunila Garg, Mr. Neelesh Garg and Mr. Manik Garg. Mr. Parmod Kumar is the karta of Parmod Kumar
(HUF). Parmod Kumar (HUF) holds 2,64,000 equity shares in our Company. It derives interest income, rental
income and agriculture income.

Particulars Details

Permanent Account Number AAEHP7249E

Punjab National Bank
Bank Account Details Account No. 3887000100031302
Address: Ambala Cantt., Haryana

OUR PROMOTER GROUP

Our Promoter Group in terms of Regulation 2(1) (zb) of SEBI (ICDR) Regulations includes the following persons:
a) Individuals
The natural persons who are part of our Promoter Group (due to the relationship with our Promoter), other than
the Promoter named above are as follows:

Relationship Mr. Vinod Kumar Mr. Parvind Kumar Mr. Raj Kumar

Father Shri. Madan Lal Shri. Madan Lal Shri. Madan Lal

Mother Smt. Kamla Rani Smt. Kamla Rani Smt. Kamla Rani
Spouse Sheel Garg Teena Garg Shivani Garg

135
 Arvind Kumar Arvind Kumar Arvind Kumar
Brother Parvind Kumar Vinod Kumar Parvind Kumar
Parmod Kumar Parmod Kumar Parmod Kumar
Raj Kumar Raj Kumar Vinod Kumar
Sister - - -

Eshika Garg Pragun Garg Pranay Garg

Children Kritika Garg Nipun Garg Saloni Garg
Shreyans Garg
Spouse Father Shri. Hansraj Goyal Shri. Mool Krishan Shri. Gopal Mohan
Agarwal Agarwal
Spouse Mother Smt. Krishna Devi Smt. Sneh Lata Agarwal Smt. Anjana Agarwal

Spouse Brother Rajender Goyal Anil Agarwal Vikas Agarwal

Ashok Goyal
Savitri Devi Savita Mittal
Spouse Sister Kanta Jain -
Kamlesh Jain

b) Companies and proprietorship firms forming part of our Promoter Group are as follows:

Relationship with Parmod Kumar

Mr. Vinod Kumar Mr. Parvind Kumar Mr. Raj Kumar
promoter (HUF)
1. Shreeom 1. Shreeom 1. Shreeom
-
Commercial Commercial Commercial
Realestate Realestate Realestate
Private Limited Private Limited Private Limited
2. Shree Ganesh 2. Shree Ganesh 2. Shree Ganesh
Any company in Fats Private Fats Private Fats Private
which 10% or more Limited Limited Limited
of the share capital 3. Shivalik Steels 3. Shivalik Steels 3. Shivalik Steels
is held by the and Alloys and Alloys and Alloys
promoter or an Private Limited Private Limited Private Limited
immediate relative 4. Shib Charan 4. Shib Charan 4. Shib Charan
of the promoter or a Dass Industries Dass Industries Dass Industries
firm or HUF in Private Limited Private Limited Private Limited
which the promoter 5. Kamla Oleo 5. Kamla Oleo 5. Kamla Oleo
or any one or more Private Limited Private Limited Private Limited
of his immediate 6. Kamla Oils and 6. Kamla Oils and 6. Kamla Oils and
relative is a member Fats Private Fats Private Fats Private
Limited Limited Limited
7. Kamla Finvest 7. Kamla Finvest 7. Kamla Finvest
Private Limited Private Limited Private Limited
8. SGF Industries 8. SGF Industries 8. SGF Industries
Private Limited Private Limited Private Limited

136
 - - - -
Any company in
which a company
(mentioned above)
holds 10% of the
total holding
1. Kamla 1. Kamla 1. Kamla
-
Enterprises Enterprises Enterprises
2. Shree Tirupati 2. Shree Tirupati 2. Shree Tirupati
Sales Sales Sales
3. Madan Lal & 3. Madan Lal & 3. Madan Lal &
Sons (HUF) Sons (HUF) Sons (HUF)
4. Madan Lal 4. Madan Lal 4. Madan Lal
Any HUF or firm in
(HUF) (HUF) (HUF)
which the aggregate
5. Vinod Kumar 5. Vinod Kumar 5. Vinod Kumar
share of the
(HUF) (HUF) (HUF)
promoter and his
6. Parmod Kumar 6. Parmod Kumar 6. Parmod Kumar
immediate relatives
(HUF) (HUF) (HUF)
is equal to or more
7. Parvind Kumar 7. Parvind Kumar 7. Parvind Kumar
than 10% of the
(HUF) (HUF) (HUF)
total holding
8. Raj Kumar 8. Raj Kumar 8. Raj Kumar Garg
Garg (HUF) Garg (HUF) (HUF)
9. Shreyans 11. Shreyans 9. Parnay Family
Family Welfare Family Welfare Welfare Trust
Trust Trust 10. Saloni Family
10. Manik Family Welfare Trust
Welfare Trust

OTHER UNDERTAKINGS AND CONFIRMATIONS

Our Company undertakes that the details of Permanent Account Number, Bank Account Number and Passport
Number of the Individual Promoters (PAN & Bank Account Number in case of Corporate Promoter) will be
submitted to the NSE for listing of the securities of our companies on Emerge Platform of NSE.

COMMON PURSUITS OF OUR PROMOTER GROUP

Some of our Group Companies i.e. Shree Ganesh Fats Private Limited, Shivalik Steels And Alloys Private
Limited, Shib Charan Dass Industries Private Limited, Kamla Oleo Private Limited and Kamla Oils And Fats
Private Limited have objects similar to that of our Company’s business. Currently, we do not have any non-
compete agreement/arrangement with any of our Group Companies. Such a conflict of interest may have adverse
effect on our business and growth. We shall adopt the necessary procedures and practices as permitted by law to
address any conflict situations, as and when they may arise.
INTEREST OF THE PROMOTER

Interest in the promotion of Our Company

Our promoters may be deemed to be interested in the promotion of the Issuer to the extent of the Equity Shares
held by them as well as their relatives and also to the extent of any dividend payable to them and other distributions
in respect of the aforesaid Equity Shares. Further, our Promoters may also be interested to the extent of Equity
Shares held by or that may be subscribed by and allotted to companies and firms in which either of them are
interested as a director, member or partner.

137
Interest in the property of Our Company

Our Promoters does not have any interest in any property acquired by our Company in last two years or proposed
to be acquired by our Company.

Interest as Member of our Company

As on the date of this Prospectus, our Promoters hold 9,46,800 Equity Shares of our Company and is therefore
interested to the extent of his shareholding and the dividend declared, if any, by our Company. Except to the extent
of shareholding of the Promoters in our Company, our Promoters does not hold any other interest in our Company.

Payment Amounts or Benefit to Our Promoters during the Last Two Years

No payment has been made or benefit given to our Promoters in the two years preceding the date of this Prospectus
except as mentioned / referred to in this chapter and in the section titled ‘Our Management’, ‘Financial Statements’
and ‘Capital Structure’ on pages 119, 158 and 56 respectively of this Prospectus. Further as on the date of this
Prospectus, there is no bonus or profit sharing plan for our Promoters.

CONFIRMATIONS

For details on litigations and disputes pending against the Promoters and defaults made by them including
violations of securities laws, please refer to the section titled “Outstanding Litigation and Material Developments”
on page 221 of this Prospectus. Our Promoters have not been declared willful defaulters by the RBI or any other
governmental authority.

RELATED PARTY TRANSACTIONS

Except as disclosed in the “Related Party Transactions” beginning on page 156 of this Prospectus, our Company
has not entered into any related party transactions with our Promoters.

138
 OUR GROUP ENTITIES

Below mentioned are the details of Companies / entities promoted by the Promoters of our Company. No equity
shares of our Group Companies are listed on any stock exchange and they have not made any public or rights
issue of securities in the preceding three years.
A. Our Group Companies include:

1. Kamla Oleo Private Limited

2. Shree Ganesh Fats Private Limited
3. Kamla Oils and Fats Private Limited
4. Shivalik Steels and Alloys Private Limited
5. Shib Charan Dass Industries Private Limited
6. Shreeom Commercial Realestate Private Limited
7. Kamla Finvest Private Limited
8. SGF Industries Private Limited
9. Saatvik Green Energy Private Limited
B. Other Group Entities of Promoters:

1. Kamla Enterprises
2. Shree Tirupati Sales
3. Madan Lal & Sons (HUF)
4. Madan Lal (HUF)
5. Vinod Kumar (HUF)
6. Parvind Kumar (HUF)
7. Raj Kumar Garg (HUF)
8. Shreyans Family Welfare Trust
9. Parnay Family Welfare Trust

A. Our Group Companies includes:

The details of our top 5 (Five) Group Companies are provided below:

1. KAMLA OLEO PRIVATE LIMITED

Corporate Information
Kamla Oleo Private Limited was incorporated on September 03, 2009 under the provisions of Companies
Act, 1956. The Corporate Identification Number of the Company is U15141HP2009PTC031175.The
Registered Office of the Company is situated at Village Buranwala, Post Office Barotiwala, District Solan
Barotiwala, HP-174103. The Main Objects of the Company is to carry on the business of manufacture,
extraction, processing, refining, production, sale, purchase, import, export of oleos, vegetable oils,
hydrogenated oils, fatty acid, fatty alcohol, vegetable ghee in all forms and description and vegetable oils for
industrial production of bathing and washing soaps, soap noodles, detergents and all other types of beauty
products and oil seed

139
Board of Directors
The Directors of Kamla Oleo Private Limited as on the date of this Prospectus are as follows:

Name Designation

Parmod Kumar Director

Raj Kumar Director

Vinod Kumar Director

Shareholding Pattern
The Shareholding Pattern of shareholders holding more than 5% of share capital of Kamla Oleo Private
Limited as on September 30, 2016:

S. No. Name No. of Shares held Percentage (%)

1. Teena Garg 86,900 8.69

2. Pragun Garg 70,000 7.00

3. Nipun Garg 90,600 9.06

4. Vinod Kumar 76,500 7.65

5. Sheel Garg 90,200 9.02

6. Shreyans Garg 80,800 8.08

7. Parmod Kumar (HUF) 98,400 9.84

8. Sunila Garg 63,800 6.38

9. Raj Kumar 90,100 9.01

10. Shivani Garg 78,000 7.80

Total 8,25,300 82.53

Financial Information
(Rs. In Lakhs)

Particulars March 31, 2016 March 31, 2015 March 31, 2014

Equity Capital 100.00 100.00 100.00

Reserve (Excluding Revaluation Reserve) 3592.83 2383.74 1482.66

Total Income 40047.32 43670.09 19373.81

Profit after Tax 1219.06 901.15 508.65

140
 Particulars March 31, 2016 March 31, 2015 March 31, 2014

Earnings Per Share (Basic) (Rs.) 121.91 90.11 50.87

Earnings Per Share (Diluted) (Rs.) 121.91 90.11 50.87

Net worth 3692.83 2483.74 1582.66

Net Asset Value per Share of face value

369.28 248.37 158.27
Rs. 10/- (Rs.)

2. SHREE GANESH FATS PRIVATE LIMITED

Corporate Information
Shree Ganesh Fats Private Limited was incorporated on April 06, 1994 under the provisions of Companies
Act, 1956. The Corporate Identification Number of the Company is U15142HP1994PTC014420.The
Registered Office of the Company is situated at Barotiwalateh Kasauli, Distt Solan, Himachal Pradesh-
174103. The Main Objects of the Company is to carry on the business of manufacturing, processing, refining,
preparing, crushing, selling, buying, importing, exporting, trading, clearing and forwarding agents in all kinds
of oil seeds, oils and its by products, oil cakes, vegetable oils, vegetable ghee, furfural oil and its by products,
rice bran and rice bran oils, minor oil seeds and to carry on the business of manufacture or establish unit for
splitting distillation of fatty acids and glycerine.

Board of Directors
The Directors of Shree Ganesh Fats Private Limited as on the date of this Prospectus are as follows:

Name Designation

Parvind Kumar Director

Raj Kumar Director

Shareholding Pattern
The Shareholding Pattern of shareholders holding more than 5% of share capital of Shree Ganesh Fats Private
Limited as on September 30, 2016:

S. No. Name No. of Shares held Percentage (%)

1. Pragun Garg 46 ,850 7.81

2. Nipun Garg 59,890 9.98

3. Vinod Kumar 55,260 9.21

4. Sheel Garg 57,900 9.65

5. Sunila Garg 31,800 5.30

6. Neelesh Garg 55,350 9.23

141
 7. Manik Garg 46,710 7.79

8. Raj Kumar 55,860 9.31

9. Saloni Garg 52,620 8.77

Total 4,62,240 77.04

Financial Information
(Rs. In Lakhs)

Particulars March 31, 2016 March 31, 2015 March 31, 2014

Equity Capital 600.00 600.00 600.00

Reserve (Excluding Revaluation Reserve) 2766.80 2704.05 2557.92

Total Income 6232.69 11904.14 10535.49

Profit after Tax 62.75 163.92 176.04

Earnings Per Share (Basic) (Rs.) 10.46 27.32 29.34

Earnings Per Share (Diluted) (Rs.) 10.46 27.32 29.34

Net worth 3366.80 3304.05 3157.92

Net Asset Value per Share of face value

561.13 550.68 526.32
Rs. 100/- (Rs.)

3. KAMLA OILS AND FATS PRIVATE LIMITED

Corporate Information
Kamla Oils and Fats Private Limited was incorporated on February 25, 2009 under the provisions of
Companies Act, 1956. The Corporate Identification Number of the Company is
U15144HR2009PTC038831.The Registered Office of the Company is situated at 52-A, Manauli House,
Ambala City, Haryana-134003. The Main Objects of the Company is to carry on the business of
manufacturing, extraction, processing, refining, production, sale, purchase, import, export of vegetable oils,
hydrogenated oils, fatty oils, furfural oils, oil flakes, strearic acids and vegetable ghee in their all forms and
descriptions and vegetable oils for industrial production of bathing, washing soaps, detergents and all other
types of beauty products and oil seeds, oils cakes.
Board of Directors
The Directors of Kamla Oils and Fats Private Limited as on the date of this Prospectus are as follows:

Name Designation

Arvind Kumar Director

Pragun Garg Director

142
Shareholding Pattern
The Shareholding Pattern of shareholders holding more than 5% of share capital of Kamla Oils and Fats
Private Limited as on September 30, 2016:

S. No. Name No. of Shares held Percentage (%)

1. Pragun Garg 87,800 9.65

2. Vinod Kumar 50,000 5.50

3. Shreyans Garg 48,000 5.28

4. Parmod Kumar (HUF) 72,900 8.02

5. Raj Kumar 87,200 9.59

6. Arvind Kumar 85,000 9.35

7. Arvind Kumar (HUF) 71,640 7.88

8. Meenu Garg 81,640 8.98

9. Himanshu Garg 80,000 8.80

Total 6,64,180 73.03

Financial Information
(Rs. In Lakhs)

Particulars March 31, 2016 March 31, 2015 March 31, 2014

Equity Capital 90.94 90.94 90.94

Reserve (Excluding Revaluation Reserve) 177.44 145.95 91.41

Total Income 4505.11 3714.15 4140.23

Profit after Tax 31.85 24.65 29.68

Earnings Per Share (Basic) (Rs.) 3.50 2.71 3.26

Earnings Per Share (Diluted) (Rs.) 3.50 2.71 3.26

Net worth 268.38 236.89 182.35

Net Asset Value per Share of face value

29.51 26.05 20.05
Rs. 10/- (Rs.)

143
4. SHIVALIK STEELS AND ALLOYS PRIVATE LIMITED

Corporate Information
Shivalik Steels and Alloys Private Limited was incorporated on April 01, 1982 under the provisions of
Companies Act, 1956. The Corporate Identification Number of the Company is
U45202HP1982PTC004919.The Registered Office of the Company is situated at Barotiwalateh Kasauli, Distt
Solan, Himachal Pradesh. The Main Objects of the Company is to carry on the business to manufacture,
import, export, process, purify, refine and otherwise carry business of induction furnace, heavy, medium,
light steel forgings, metal founders and forgers and heavy cast iron castings, ferrous, non ferrous castings etc
and further to carry on business of mechanical and electrical engineers, metallurgists, fitters, converters,
fabricators, welders, metal workers, electroplaters, joiners, printers technicians, polishers and all types of
mechanical and structural jobs.
Board of Directors
The Directors of Shivalik Steels and Alloys Private Limited as on the date of this Prospectus are as follows:

Name Designation

Parvind Kumar Managing Director

Parmod Kumar Whole-Time Director

Shareholding Pattern
The Shareholding Pattern of shareholders holding more than 5% of share capital of Shivalik Steels and Alloys
Private Limited as on September 30, 2016:

S. No. Name No. of Shares held Percentage (%)

1. Parvind Kumar 18,816 9.71

2. Teena Garg 17,944 9.26

3. Vinod Kumar 19,100 9.86

4. Sheel Garg 17,260 8.91

5. Parmod Kumar 19,289 9.95

6. Parmod Kumar (HUF) 18,408 9.50

7. Raj Kumar 19,136 9.87

8. Shivani Garg 19,200 9.91

Total 1,49,153 76.96

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 Financial Information
(Rs. In Lakhs)

Particulars March 31, 2016 March 31, 2015 March 31, 2014

Equity Capital 193.80 193.80 193.80

Reserve (Excluding Revaluation Reserve) 2299.05 2023.60 1746.45

Total Income 4139.23 8928.23 15304.17

Profit after Tax 275.45 277.32 290.38

Earnings Per Share (Basic) (Rs.) 142.13 143.09 149.84

Earnings Per Share (Diluted) (Rs.) 142.13 143.09 149.84

Net worth 2492.85 2217.40 1940.25

Net Asset Value per Share of face value

1286.29 1144.16 1001.16
Rs. 100/- (Rs.)

5. SHIB CHARAN DASS INDUSTRIES PRIVATE LIMITED

Corporate Information
Shib Charan Dass Industries Private Limited was incorporated on July 29, 1991 under the provisions of
Companies Act, 1956. The Corporate Identification Number of the Company is
U24100HR1991PTC031361.The Registered Office of the Company is situated at 4265 – 66, Hospital Road,
Ambala Cantt, Haryana-133001. The Main Objects of the Company is to carry on the business of
manufacture, extractions, processing, production, sale, purchase, import, export of all types of grains,
starches, proteins, modified starches, formulations, vegetable oils, syrups, organic chemicals, glucose,
sorbitol, oil cakes, dextrin, dextrose, milk powder, gluten, alcohol, glycols, spirits, refined glycerin,
specialized chemicals and other by products in their all forms for human, animal and industrial consumption
and to carry on the business of manufacture, production, purchase and sale of gas, power, steam, inorganic
chemicals, specialized chemicals, acids.

Board of Directors
The Directors of Shib Charan Dass Industries Private Limited as on the date of this Prospectus are as follows:

Name Designation

Parmod Kumar Director

Vinod Kumar Director

145
Shareholding Pattern
The Shareholding Pattern of shareholders holding more than 5% of share capital of Shib Charan Dass
Industries Private Limited as on September 30, 2016:

S. No. Name No. of Shares held Percentage (%)

1. Parvind Kumar (HUF) 7,230 9.22

2. Vinod Kumar (HUF) 7,785 9.93

3. Vinod Kumar 5,285 6.74

4. Sheel Garg 6,530 8.33

5. Parmod Kumar (HUF) 7,740 9.87

6. Sunila Garg 4,475 5.71

7. Raj Kumar Garg (HUF) 7,800 9.95

8. Raj Kumar 4,260 5.43

9. Shivani Garg 6,670 8.51

Total 57,775 73.70

Financial Information
(Rs. In Lakhs)

Particulars March 31, 2016 March 31, 2015 March 31, 2014

Equity Capital 78.39 78.39 78.39

Reserve (Excluding Revaluation Reserve) 358.61 349.57 342.26

Total Income 24.06 556.31 40.05

Profit after Tax 11.21 7.76 61.90

Earnings Per Share (Basic) (Rs.) 14.30 9.90 78.97

Earnings Per Share (Diluted) (Rs.) 14.30 9.90 78.97

Net worth 437.00 427.96 420.65

Net Asset Value per Share of face value

557.47 545.93 536.61
Rs. 100/- (Rs.)

146
6. SHREEOM COMMERCIAL REALESTATE PRIVATE LIMITED

Corporate Information
Shreeom Commercial Realestate Private Limited was incorporated on December 08, 2004 under the
provisions of Companies Act, 2013. The Corporate Identification Number of the Company
U70101CH2004PTC027705.The Registered Office of the Company is situated at 3025, Sector - 28 D
Chandigarh- 160019. The Main Objects of the Company to carry on the business of real estate, properties
including purchase and sale of real estate properties including commercial and non residential building with
own or leased property.
Board of Directors
The Directors of Shreeom Commercial Realestate Private Limited as on the date of this Prospectus are as
follows:
Name Designation

Parvind Kumar Director

Vinod Kumar Director

Parmod Kumar Director

Raj Kumar Director

7. KAMLA FINVEST PRIVATE LIMITED

Corporate Information
Kamla Finvest Private Limited was incorporated on December 07, 2011 under the provisions of Companies
Act, 2013. The Corporate Identification Number of the Company U67100HP2011PTC000012.The
Registered Office of the Company is situated Village Buranwala, Post Office Barotiwala, Barotiwala,
Himachal Pradesh- 174103. The Main Objects of the Company is to carry on the business of a financing,
investment, hire- purchase and leasing in their all spheres and descriptions, to carry on the business an
investment, to acquire hold, underwrite, sell or otherwise deal in shares, stocks, debentures, debenture-stock,
bonds, notes, negotiable instruments, obligations and securities issued or guaranteed by any body corporate
whether under same management or not, Government, Sovereign Ruler etc.
Board of Directors
The Directors of Kamla Finvest Private Limited as on the date of this Prospectus are as follows:

Name Designation

Parmod Kumar Director

Pragun Garg Director

147
8. SAATVIK GREEN ENERGY PRIVATE LIMITED

Corporate Information
Saatvik Green Energy Private Limited was incorporated on May 05, 2015 under the provisions of Companies
Act, 2013. The Corporate Identification Number of the Company is U40106CH2015PTC035556.The
Registered Office of the Company is situated at 550, Sector - 8 B Chandigarh- 160009. The Main Objects of
the Company is to carry on the business of manufacturing, producing, assembling, buying, selling, importing
&exporting, trading, dealing in Solar photovoltaic Module/Panels (SPV), cells, erection commissioning of
Solar photovoltaic power stations, and generating, accumulating, distributing and supplying Solar Energy for
its own use or for sale to Governments, State Electricity Boards, Intermediaries in Power Transmission /
Distribution, Companies, Industrial Units, or to other types of users / consumers of Energy. To carry on the
business manufacturing, producing, assembling, buying, selling, importing, exporting, trading, dealing in
Wind Mills, Wind Turbines and other related equipments and generating, accumulating, distributing and
supplying energy from wind using Wind Mills, Wind Turbines and other related equipments etc.
Board of Directors
The Directors of Saatvik Green Energy Private Limited as on the date of this Prospectus are as follows:

Name Designation

Parmod Kumar Director

Sunila Garg Director

Neelesh Garg Director

9. SGF INDUSTRIES PRIVATE LIMITED

Corporate Information
SGF Industries Private Limited was incorporated on November 07, 2016 under the provisions of Companies
Act, 2013. The Corporate Identification Number of the Company U15117DL2016PTC307946. The
Registered Office of the Company is situated at 105/GF, Basement, Transport Center, East Punjabi Bagh,
West Delhi- 110026. The Main Objects of the Company to carry on the business of manufacture, extraction,
processing, refining, production, sale, purchase, import, export of oleos, vegetable oils, hydrogenated oils,
fatty acids, furfural oils, oils flakes, strearic acids, mono carbolic fatty acid, fatty alcohol, vegetable ghee in
their all forms and descriptions and vegetable oils for industrial production of bathing and washing soaps,
soap noodles, detergents and all other types of beauty products and oil seeds, oil cakes.

Board of Directors
The Directors of SGF Industries Private Limited as on the date of this Prospectus are as follows:

Name Designation

Parvind Kumar Director

Vinod Kumar Director

Nipun Garg Additional Director

148
 Other Group Entities:

1. M/S KAMLA ENTERPRISES

Kamla Enterprises is a Partnership Concern and its principal place of business is situated at 52-A, Manali
House, Jail Road, Ambala City, Haryana-134002. The Permanent Account Number (PAN) of the Partnership
Concern is AALFK0437C. The Partnership Concern derives income from trading of Rice Bran Oil, Imported
Oil and other oils.

Partners
The Partners of Kamla Enterprises as on the date of this Prospectus are as follows:

Name Designation Profit Sharing Ratio (%)

Parvind Kumar Partner 25

Vinod Kumar Partner 25

Parmod Kumar Partner 25

Raj Kumar Partner 25

Note: M/s Kamla Enterprises has discontinued business operations from financial year 2016-17.

2. M/S SHREE TIRUPATI SALES

Shree Tirupati Sales is a Partnership Concern and its principal place of business is situated at 52-A, Manali
House, Jail Road, Ambala City, Haryana-134002. The Permanent Account Number (PAN) of the Partnership
Concern is ABUFS0763R. The Partnership Concern derives income from trading of Rice Bran Oil, Soap Oil
and Soap Noodles.

Partners
The Partners of Shree Tirupati Sales as on the date of this Prospectus are as follows:

Name Designation Profit Sharing Ratio (%)

Vinod Kumar Partner 25

Raj Kumar Partner 25

Nilesh Garg Partner 25

Nipun Garg Partner 25

Note: M/s Shree Tirupati Sales has discontinued business operations from financial year 2016-17

149
3. MADAN LAL & SONS (HUF)
Madan Lal & Sons (HUF) is Ancestral and is situated at 4265-66, Hospital Road, Ambala Cantt, Haryana.
The Permanent Account Number (PAN) of the HUF is AAAHM7760B. The HUF has interest income.

Members of Madan Lal & Sons (HUF):

Sr. No. Particulars Status

1. Madan Lal Karta

2. Parvind Kumar Co-Parcener

3. Vinod Kumar Co-Parcener

4. Parmod Kumar Co-Parcener

5. Raj Kumar Co-Parcener

6. Arvind Kumar Co-Parcener

Financial Information of the HUF for last 3 years:

(Rs. In Lakhs)

For the Year ended

Particulars
March 31, 2016 March 31, 2015 March 31, 2014

Income from Business or Profession - - -

Income from Other Sources 3.01 6.47 8.95

Gross Total Income 3.01 6.47 8.95

Tax Payable 0.05 0.25 0.91

*includes exempt income from dividend on shares.

4. MADAN LAL (HUF)

Madan Lal (HUF) was created on July 22, 1936 and is situated at 4265-66, Hospital Road, Ambala Cantt,
Haryana. The Permanent Account Number (PAN) of the HUF is AACHM2211B. The HUF has rental income
and interest income.

150
 Members of Madan Lal (HUF):

Sr. No. Particulars Status

1. Madan Lal Karta

2. Raj Kumar Co-Parcener

Financial Information of the HUF for last 3 years:

(Rs. In Lakhs)

For the Year ended

Particulars
March 31, 2016 March 31, 2015 March 31, 2014

Income from Business or Profession - - -

Income from Other Sources 10.74 12.72 18.01

Gross Total Income 10.74 12.72 18.01

Tax Payable 1.51 1.65 3.61

5. VINOD KUMAR (HUF)

Vinod Kumar (HUF) was created on April 23, 1987 and is situated at 4265-66, Hospital Road, Ambala Cantt,
Haryana. The Permanent Account Number (PAN) of the HUF is AACHV4720Q. The HUF derives its income
from rent, interest and agriculture.

Members of Vinod Kumar (HUF):

Sr. No. Particulars Status

1. Vinod Kumar Karta

2. Sheel Garg Co-Parcener

3. Eshika Garg Co-Parcener

4. Kritika Garg Co-Parcener

5. Shreyans Garg Co-Parcener

151
 Financial Information of the HUF for last 3 years:
(Rs. In Lakhs)

For the Year ended

Particulars
March 31, 2016 March 31, 2015 March 31, 2014

Income from Business or Profession - - 0.60

Income from Other Sources 5.14 13.09 13.82

Gross Total Income 5.14 13.09 14.42

Tax Payable 0.32 2.62 3.20

6. PARVIND KUMAR (HUF)

Parvind Kumar (HUF) was created on March 10, 1985 and is situated at 4265-66, Hospital Road, Ambala
Cantt, Haryana. The Permanent Account Number (PAN) of the HUF is AAEHP7250F. The HUF derives its
income from rent, interest and agriculture.

Members of Parvind Kumar (HUF):

Sr. No. Particulars Status

1. Parvind Kumar Karta

2. Teena Garg Co-Parcener

3. Pragun Garg Co-Parcener

4. Nipun Garg Co-Parcener

Financial Information of the HUF for last 3 years:

(Rs. In Lakhs)

For the Year ended

Particulars
March 31, 2016 March 31, 2015 March 31, 2014

Income from Business or Profession - 0.92 1.39

Income from Other Sources 2.92 6.50 8.30

Gross Total Income 2.92 7.43 9.69

Tax Payable 0.00 0.68 1.05

152
7. RAJ KUMAR GARG (HUF)

Raj Kumar Garg (HUF) is Ancestral and is situated at 4265-66, Hospital Road, Ambala Cantt, Haryana. The
Permanent Account Number (PAN) of the HUF is AAFHR1898L. The HUF derives its income from rent,
interest and agriculture.

Members of Raj Kumar Garg (HUF):

Sr. No. Particulars Status

1. Raj Kumar Karta

2. Shivani Garg Co-Parcener

3. Pranay Garg Co-Parcener

4. Saloni Garg Co-Parcener

Financial Information of the HUF for last 3 years:

(Rs. In Lakhs)

For the Year ended

Particulars
March 31, 2016 March 31, 2015 March 31, 2014

Income from Business or Profession - 0.90 1.47

Income from Other Sources 0.80 6.75 8.71

Gross Total Income 0.80 7.65 10.18

Tax Payable 0.00 0.74 1.55

8. SHREYANS FAMILY WELFARE TRUST

Shreyans Family Welfare Trust was created on August 01, 2007 and is situated at 52, Manali House, Ambala
City. The Trust was made to hold the trust properties for the for the maintenance, education, marriage, medical
relief of and otherwise absolute use, benefit and enjoyment of the Sole Beneficiary i.e. Master Shreyans Garg
son of Mr. Vinod Kumar. The Sole Beneficiary is entitled to the entire trust property on attaining 18 years
thereafter it would come to an end.

153
 Trustees of Shreyans Family Welfare Trust:

Sr. No. Particulars Status

1. Vinod Kumar Trustee

2. Sheel Garg Trustee

3. Parvind Kumar Trustee

9. PARNAY FAMILY WELFARE TRUST

Parnay Family Welfare Trust was created on August 01, 2007 and is situated at 52, Manali House, Ambala
City. The Trust was made to hold the trust properties for the for the maintenance, education, marriage, medical
relief of and otherwise absolute use, benefit and enjoyment of the Sole Beneficiary i.e. Master Parnay Garg
son of Mr. Raj Kumar. The Sole Beneficiary is entitled to the entire trust property on attaining 18 years
thereafter it would come to an end.

Trustees of Parnay Family Welfare Trust:

Sr. No. Particulars Status

1. Raj Kumar Trustee

2. Shivani Garg Trustee

3. Parmod Kumar Trustee

CONFIRMATION
Our Promoters and persons forming part of Promoter Group have confirmed that they have not been declared as
willful defaulters by the RBI or any other governmental authority and there are no violations of security laws has
been committed by them in the past and no proceedings pertaining to such penalties are pending against them.
Additionally, none of the Promoters and persons forming part of Promoter Group has been restrained from
accessing the capital markets for any reasons by SEBI or any other authorities. None of the Group Entities has a
negative net worth as on the date of this Prospectus.
INTERESTS OF OUR GROUP COMPANIES

None of our Group Companies are interested in the promotion of our Company except as disclosed in the section
titled “Financial Statements” beginning on page 158 of this Prospectus and to the extent of their shareholding in
our Company. Our Group Companies do not have any other interest in our Company, including in relation to
property or land acquired by our Company.
SICK COMPANIES / WINDING UP

No Promoter Group Entities listed above have been declared as a sick company under the Sick Industrial
Companies (Special Provisions) Act, 1985.There is no winding up proceedings against any of the Promoter Group
Entities.

154
LITIGATION

For details on litigations and disputes pending against the Promoter and Promoter Group Entities and defaults
made by them, please refer to the chapter titled‚ ‘Outstanding Litigations and Material Developments’ beginning
on page 221 of this Prospectus.
DISASSOCIATION BY THE PROMOTERS IN THE LAST THREE YEARS
Our Promoters has not disassociated themselves from any of the companies/partnership firms during preceding
three years.

SALES/PURCHASES BETWEEN OUR COMPANY AND GROUP ENTITIES

For details please refer to chapter titled ‘Related Party Transactions’ beginning on page 156 of this Prospectus.
COMMON PURSUITS
Some of our Group Companies i.e. Shree Ganesh Fats Private Limited, Shivalik Steels And Alloys Private
Limited, Shib Charan Dass Industries Private Limited, Kamla Oleo Private Limited and Kamla Oils And Fats
Private Limited have objects similar to that of our Company’s business. Currently, we do not have any non-
compete agreement/arrangement with any of our Group Companies. Such a conflict of interest may have adverse
effect on our business and growth. We shall adopt the necessary procedures and practices as permitted by law to
address any conflict situations, as and when they may arise.

155
 RELATED PARTY TRANSACTIONS

For details on Related Party Transactions of our Company, please refer to Annexure XI of restated financial
statement under the section titled‚ ‘Financial Statements’ beginning on page 158 of this Prospectus.

156
 DIVIDEND POLICY

Under the Companies Act, an Indian company pays dividends upon a recommendation by its Board of Directors
and approval by a majority of the shareholders, who have the right to decrease but not to increase the amount of
dividend recommended by the Board of Directors. Under the Companies Act, dividends may be paid out of profits
of a company in the year in which the dividend is declared or out of the undistributed profits or reserves of the
previous Years or out of both.
Our Company does not have a formal dividend policy. Any dividends to be declared shall be recommended by
the Board of Directors depending upon the financial condition, results of operations, capital requirements and
surplus, contractual obligations and restrictions, the terms of the credit facilities and other financing arrangements
of our Company at the time a dividend is considered, and other relevant factors and approved by the Equity
Shareholders at their discretion.
Dividends are payable within 30 days of approval by the Equity Shareholders at the Annual General Meeting of
our Company. When dividends are declared, all the Equity Shareholders whose names appear in the register of
members of our Company as on the “record date” are entitled to be paid the dividend declared by our Company.
Any Equity Shareholder who ceases to be an Equity Shareholder prior to the record date, or who becomes an
Equity Shareholder after the record date, will not be entitled to the dividend declared by Our Company.
We have not declared dividend in any Financial Year.

157
 SECTION V – FINANCIAL INFORMATION

FINANCIAL INFORMATION, AS RESTATED

INDEPENDENT AUDITOR’S REPORT ON EXAMINATION OF

RESTATED FINANCIAL INFORMATION

To,
The Board of Directors
M K Proteins Limited
Naraingarh Road,
Village Garnala, Ambala City,
Haryana – 134 003, India

Dear Sirs,

1. We have examined the attached Restated Financial Information of M K Proteins Limited (hereinafter
referred to as “the Company”) as approved by the Board of Directors of the Company in their meeting on
March 02, 2017, prepared by the management of the company in terms of requirement of Section 26 of the
Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rule 2014, the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009,
as amended from time to time (the ‘SEBI Regulations’), the Guidance Note on ‘Reports in Company’s
Prospectus (Revised)’ issued by the Institute of Chartered Accountants of India (‘ICAI’) to the extent
applicable (‘Guidance Note’), and in terms of our engagement agreed upon with you in accordance with
our engagement letter dated February 28, 2017, in connection with the proposed Initial Public Offer (IPO)
of the Company.

2. These Restated Financial Information (included in Annexure I to XIII) have been extracted by the
Management of the Company from:

(a) The Company’s Audited Financial Statements for the period ended December 31, 2016 and year
ended March 31, 2016, 2015, 2014 and 2013, which have been approved by the Board of Directors
at their meeting held on February 28, 2017, August 25, 2016, August 25, 2015, August 25, 2014
and August 22, 2013 respectively and books of accounts underlying those financial statements and
other records of the Company, to the extent considered necessary for the preparation of the Restated
Financial Information, are the responsibility of the Company’s Management. The Financial
Statement of the Company for the period ended December 31, 2016 and financial year ended March
31, 2016, 2015, 2014 and 2013 have been audited by Jayant Bansal & Co..

(b) The Interim Financial Statements for the period ended December 31, 2016, which have been
prepared in accordance with the generally accepted accounting principles in India (‘GAAP”), the
provisions of the Companies Act, 2013, the Accounting Standard (AS) 25 Interim financial
Reporting and other accounting standards as specified under Section 133 of the Act, read with Rule
7 of the Companies (Accounts) Rules, 2014, have been approved by the Board of Directors at their
meeting held on February 28, 2017.

158
3. In accordance with the requirement of Section 26 of the Companies Act, 2013 read with Companies
(Prospectus and Allotment of Securities) Rules 2014, the SEBI Regulations, the Guidance Note, as
amended from time to time and in terms of our engagement agreed with you, we further report that:

(i) The Restated Statement of Assets and Liabilities of the Company for the period ended December
31, 2016 and years ended March 31, 2016, 2015, 2014 and 2013, examined by us, as set out un
Annexure – I to this report, read with the ‘Basis of Preparation and Significant Accounting Policies
of the Restated Financial Statements’ appearing in Annexure- IV are after making such adjustments
and regrouping/reclassification as in our opinion were appropriate and are more fully described in
the statement of Material Adjustments to the Financial Statements appearing in Annexure –V. As
a result of these adjustments, the amounts reporting in the above mentioned statements are not
necessarily the same as those appearing in the audited financial statements of the Company for the
relevant financial interim period / years.

(ii) The Restated Statement of Profit and Loss of the Company for the period ended December 31, 2016
and years ended March 31, 2016, 2015, 2014 and 2013, examined by us, as set out in Annexure –
II to this report, read with the ‘Basis of Preparation and Significant Accounting Policies of the
Restated Financial Statements’ appearing in Annexure- IV are after making such adjustments and
regrouping/re-classification as in our opinion were appropriate and are more fully described in the
statement of Material Adjustments to the Financial Statements appearing in Annexure – V. As a
result of these adjustments, the amounts reporting in the above mentioned statements are not
necessarily the same as those appearing in the audited financial statements of the Company for the
relevant six months period / financial years.

(iii) The Restated Statement of Cash flows of the Company for the period ended December 31, 2016
and years ended March 31, 2016, 2015, 2014 and 2013, examined by us, as set out in Annexure –
III (to this report, read with the ‘Basis of Preparation and Significant Accounting Policies of the
Restated Financial Statements’ appearing in Annexure- IV are after making such adjustments and
regrouping/re-classification as in our opinion were appropriate and are more fully described in the
statement of Material Adjustments to the Financial Statements appearing in Annexure –V. As a
result of these adjustments, the amounts reporting in the above mentioned statements are not
necessarily the same as those appearing in the audited financial statements of the Company for the
relevant six months period / financial years.

4. Based on the above, and to the best of our information and according to the explanation given to us, we are
of the opinion that Restated Financial Information:

(a) have been made after incorporating adjustments for the changes in accounting policies
retrospectively in nine months period / respective financial years to reflect the same accounting
treatment as per the changed accounting policies for all the reporting periods based on the
significant accounting policies adopted by the Company as at December 31, 2016;

(b) have been made after incorporating adjustments for prior period and other material amounts in the
nine months period / respective financial years to which they relate to; and;

(c) do not contain any extra ordinary items that need to be disclosed separately other than those
presented in the Restated Financial Information and do not contain any qualification requiring
adjustments.

159
5. We have also examined the following Restated Financial Information as set out in the Annexures to this
report and forming part of the Restated Financial Information, prepared by the management of the Company
and approved by the Board of Directors on February 02, 2016, relating to the company for the six months
period ended December 31, 2016 and years ended March 31, 2016, 2015, 2014 and 2013:

i) Restated Statement of Share Capital included in Annexure – I.1;

ii) Restated Statement of Reserve & Surplus included in Annexure – I.2;
iii) Restated Statement of Long Term Borrowings included in Annexure I.3;
iv) Restated Statement of Deferred Tax liability/Assets (net)included in Annexure I.4;
v) Restated Statement of Long Term Provision included in Annexure I.5;
vi) Restated Statement of Short Term Borrowings included in Annexure I.6;
vii) Restated Statement of Trade Payables included in Annexure I.7;
viii) Restated Statement of Other Current Liabilities included in Annexure I.8;
ix) Restated Statement of Short Term provision included in Annexure I.9;
x) Restated Statement of Fixed Assets included in Annexure I.10;
xi) Restated Statement of Long Term Loans and Advances included in Annexure I.11;
xii) Restated Statement of Other Non-current Assets included in Annexure I.12;
xiii) Restated Statement of Inventories included in Annexure I.13;
xiv) Restated Statement of Trade Receivables included in Annexure I.14;
xv) Restated Statement of Cash and Cash Equivalents included in Annexure I.15;
xvi) Restated Statement of Short Term Loans and Advances included in Annexure I.11;
xvii) Restated Statement of Other Current Assets included in Annexure I.16;
xviii) Restated Statement of Revenue from operations included in Annexure II.1;
xix) Restated Statement of Other Income included in Annexure II.2;
xx) Restated Statement of Cost of Material Consumed included in Annexure II.3;
xxi) Restated Statement of Purchase of Stock-in- Trade included in Annexure II.4;
xxii) Restated Statement of Manufacturing and Operating Costs included in Annexure II.5;
xxiii) Restated Statement of Changes in Inventories included in Annexure II.6;
xxiv) Restated Statement of Employees Benefit Expenses included in Annexure II.7;
xxv) Restated Statement of Finance Cost included in Annexure II.8;
xxvi) Restated Statement of Other Expenses included in Annexure II.9;
xxvii) Restated Statement of Contingent Liabilities, included in Annexure VII;
xxviii) Restated Statement of Accounting Ratios, included in Annexure VIII;
xxix) Restated Statement of Earning Per Share, included in Annexure IX;
xxx) Restated Statement of Capitalisation, included in Annexure X;
xxxi) Restated Statement of Related Party Transaction, included in Annexure XI;
xxxii) Restated Statement of Tax Shelters, included in Annexure XII;
xxxiii) Restated Statement of Financial indebtness, included in Annexure XIII.

6. This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit
reports issued by us, nor should this report be construed as an opinion on any of the financial statements
referred to herein.

7. We have no responsibility to update our report for events and circumstances occurring after the date of the
report.

8. In our opinion, the above Restated Consolidated Financial Information contained in Annexure I to XIII to
this report read along with the Basis of Preparation and Significant Accounting policies (Refer Annexure
– IV) and Notes to Restated Consolidated Financial Information (Refer Annexure – VI) after making
adjustments and regrouping/re-classification as considered appropriate and have been prepared in
accordance with the provisions of Section 26 of the Companies Act, 2013 read with the Companies
(Prospectus and Allotment of Securities) Rules 2014, to the extent applicable, the SEBI Regulations, the

160
 Guidance Note issued in this regard by the ICAI, as amended from time to time, and in terms of our
engagement agreed with you.

9. Our report is intended solely for use of the Management and for inclusion in the offer documents in
connection with the proposed issue of equity shares of the Company and is not to be used, referred to or
distributed for any other purpose except with our prior written consent.

For RPMD & Associates.

Chartered Accountants
Firm’s Reg. No. 005961C

Rahul Jain
(Partner)
M. No. 518352

Place: Delhi
Dated: March 04, 2017

161
 ANNEXURE – I: RESTATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES
(Rs. in Lakhs)
As at As at March 31,
Note
Particulars December,
No. 2016 2015 2014 2013
2016
I Equity and Liabilities

1 Shareholders’ Funds
(a) Share Capital I.1 67.72 67.72 67.72 67.72 67.72
(b) Reserves & Surplus I.2 299.95 258.59 186.26 102.61 53.19
367.67 326.31 253.98 170.33 120.91

3 Non-Current Liabilities
(a) Long-term borrowings I.3 1,047.07 803.98 726.34 1,013.65 502.71
(b) Deferred Tax Liabilities
I.4 20.88 23.22 21.10 11.46 7.64
(Net)
(c) Long Term Provisions I.5 1.79 1.79 1.13 0.49 0.28
1,069.74 828.99 748.57 1,025.61 510.63

4 Current Liabilities
(a) Short Term Borrowings I.6 863.36 1,784.51 1,234.07 1,769.88 1,304.56
(b) Trade Payables I.7 1,320.18 771.31 1,208.18 175.18 138.44
(c) Other current Liabilities I.8 625.03 165.38 50.95 60.70 42.45
(d) Short Term Provisions I.9 - 1.73 9.45 2.65 9.81
2,808.57 2,722.93 2,502.64 2,008.40 1,495.26

Total 4245.99 3,878.23 3,505.19 3,204.34 2,126.80

II Assets

1 Non-Current Assets
(a) Fixed Assets
(i) Tangible Assets I.10 728.09 716.71 630.59 312.04 345.12
(ii) Capital Work-in-Progress I.10 - - - 335.18 28.17
(b) Long Term Loans &
I.11 32.11 24.59 15.03 15.01 33.76
Advances
(b) Other Non-Current Assets I.12 - - - - -
760.21 741.30 645.62 662.23 407.05

2 Current Assets
(a) Inventories I.13 3,025.76 2,014.20 2,178.61 1,890.60 872.04
(b) Trade Receivables I.14 434.33 1,066.30 542.95 623.51 738.26
(c) Cash and Cash Equivalents I.15 2.94 39.87 2.29 8.04 37.88
(d) Short-term loans and
I.11 22.30 16.56 135.72 19.96 71.56
advances
(e) Other Current Assets I.16 0.45 - - - -
3485.78 3,136.93 2,859.57 2,542.11 1,719.75
Total 4245.98 3,878.23 3,505.19 3,204.34 2,126.80

162
 ANNEXURE – II: RESTATED SUMMARY STATEMENT OF PROFIT AND LOSS

(Rs. in Lakhs)
As at As at March 31,
Notes
Particulars December,
No. 2016 2015 2014 2013
2016
I Revenue:

Revenue from
II.1 11,093.73 14,475.34 12,323.33 12,173.31 8,540.11
Operations
Other income II.2 4.62 0.45 - - -
Total revenue 11,098.35 14,475.79 12,323.33 12,173.31 8,540.11

II Expenses:

Cost of Material
II.3 9,666.87 12,115.66 9,612.07 9,730.31 6,963.04
Consumed
Purchase of stock-in-
II.4 1,542.43 651.58 2,170.91 1,451.57 1,236.47
trade
Other Manufacturing
II.5 805.79 846.21 377.47 525.98 290.39
Expense
Change in Inventories
of Finished Goods ,
II.6 (1,411.32) 208.90 (451.94) 20.58 (230.08)
Work-in-Progress &
Stock-in-Trade
Employee benefit
II.7 131.86 129.86 104.25 65.57 35.70
expenses
Finance costs II.8 151.74 232.39 228.09 173.64 61.31
Depreciation and
I.10 90.98 90.02 66.99 35.87 23.08
amortization expense
Other expenses II.9 60.14 95.93 92.75 96.90 81.55
Total Expenses 11038.50 14,370.55 12,200.60 12,100.43 8,461.47

Profit/(loss) before
exceptional,
III 59.86 105.24 122.73 72.89 78.64
extraordinary items
& tax (I-II)

IV Exceptional Items - - - - -

Profit/(loss) before
V extraordinary items 59.86 105.24 122.73 72.89 78.64
& tax (III-IV)

VI Extra-ordinary Items - - - - -

Profit/(loss) before tax

VII 59.86 105.24 122.73 72.89 78.64
(V-VI)

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VIII Tax expense :
(i) Current tax (20.83) (30.78) (29.45) (19.65) (17.81)
(ii) Deferred Tax 2.21 2.34 (2.12) (9.64) (3.82) (7.64)

Profit/(loss) For the

IX 41.36 72.34 83.65 49.42 53.19
year (VII-VIII)

Earning per equity

X
share (in Rs.):
(1) Basic 1.53 2.67 3.09 1.82 1.96
(2) Diluted 1.53 2.67 3.09 1.82 1.96

164
 ANNEXURE – III: RESTATED SUMMARY STATEMENT OF CASH FLOWS

(Rs. in Lakhs)
As at As at March 31,
Particulars Decembe
r 31, 2016 2016 2015 2014 2013
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit/ (Loss) before tax 59.86 105.24 122.73 72.89 78.64
Adjustments for:
Depreciation & amortization 90.98 90.02 66.99 35.87 23.08
Interest Expense 143.97 224.41 222.78 171.20 59.95
Provision for Retirement Gratuity Benefit
- 0.66 0.64 0.21 0.28
to Employees
Preliminary Expense W/off - - - - -
Interest Received 0.45 0.45 - - -
Preliminary Expense incurred - - - - -
Operating profit before working capital
295.25 420.77 413.15 280.17 161.94
changes
Movements in working capital :
(Increase)/ Decrease in Inventories (1,011.56) 164.42 (288.01) (1,018.56) (872.04)
(Increase)/Decrease in Trade Receivables 631.97 (523.36) 80.57 114.75 (738.26)
(Increase)/Decrease in Other Receivables (13.71) 109.60 (115.78) 70.35 (105.31)
Increase(Decrease) in Trade Payables and
974.04 (348.32) 1,027.61 46.22 182.31
Other Liabilities
Cash generated from operations 875.99 (176.88) 1,117.54 (507.08) (1,371.36)
Income tax Refund/ (paid) during the year (20.83) (30.78) (29.45) (19.65) (17.81)
Net cash from operating activities A 855.15 (207.66) 1,088.09 (526.73) (1,389.17)

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed assets (102.35) (176.14) (50.37) (309.79) (396.37)
(Purchase)/ Sale of Long Term Investment - - - - -
Sale of Fixed Assets - - - - -
Sundy Creditors for Capital Goods 8.42 (2.36) 1.48 0.74 0.14
Interest Received (0.45) (0.45) - - -
Net cash from investing activities (B) B (94.38) (178.95) (48.89) (309.04) (396.24)

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from issue of Capital - - - - 67.72
Interest paid on borrowings (143.97) (224.41) (222.78) (171.20) (59.95)
Proceeds/(Repayment) of Short Term
(921.15) 550.44 (535.81) 465.31 1,304.56
Loans
Proceeds/ (Repayment) of Long Term
267.43 98.15 (286.36) 511.81 510.96
Loans
Net cash from financing activities (C) C (797.69) 424.19 (1,044.95) 805.92 1,823.29
Net increase in cash and cash
D (36.92) 37.58 (5.75) (29.85) 37.88
equivalents (A+B+C)
Cash and cash equivalents at the
39.87 2.29 8.04 37.88 -
beginning of the year
Cash and cash equivalents at the end of
2.94 39.87 2.29 8.04 37.88
the year

165
Annexure IV: Basis of Preparation and Significant Accounting Polices of the Restated Standalone Financial
Statements for the nine months ended December 31, 2016 and years ended March 31, 2016, 2015, 2014 and
2013.

1. General Information

M K Proteins Private Limited (‘the company’) is a private limited company engaged in manufacturing of refined
edible oil and adiqual by-products. The manufacturing plant is situated at Village Garnala, Naraingarh Road,
Tehsil and Distt. Ambala (Haryana). The Company is also engaged in trading of edible oil and non- edible oil.

2. Basis of Preparation of Restated Standalone Summary Financial Information

i. The Restated Standalone Summary Statement of Assets and Liabilities of the Company as at December
31, 2016 and March 31, 2016, 2015, 2014 and 2013 and the related Restated Standalone Summary
Statement of Profit and Loss and Cash Flows for the period ended December 31, 2016 and years ended
March 31, 2016, 2015, 2014 and 2013 (collectively referred to as the ‘Restated Standalone Summary
Financial Information’) have been prepared specifically for the purpose of inclusion in the Offer
Documents to be filed with National Stock Exchange of India Limited (“NSE”) in connection with the
proposed Initial Public Offering (hereinafter referred to as ‘IPO’).

ii. The Restated Standalone Summary Financial Information has been prepared by applying necessary
adjustments to:

a. the standalone financial statements (‘financial statements’) of the Company for the years ended March
31, 2016, 2015, 2014 and 2013, prepared and presented under the historical cost convention using the
accrual system of accounting in accordance with the generally accepted accounting principles in India
(‘Indian GAAP’), the provisions of the Companies Act, 1956 (up to March 31, 2014), and notified
sections, schedules and rules of the Companies Act, 2013 (with effect from 01 April, 2014), including
the Accounting Standards as prescribed by the Companies (Accounting Standards) Rules, 2006 as per
section 211(3C) of the Companies Act, 1956 (which are deemed to be applicable as Section 133 of
the Companies Act, 2013 (“the Act”) read with Rule 7 of Companies (Accounts) Rules, 2014), to the
extent applicable and in the manner so required, and ;.

b. the standalone interim financial statements for the period ended December 31, 2016 (April 2016 to
December, 2016), which have been prepared and presented under the historical cost on the accrual
basis of accounting and in accordance with the generally accepted accounting principles in India
(“GAAP”), the provisions of the Companies Act, 2013, the Accounting Standard (AS) 25, Interim
Financial Reporting and other accounting standards as specified under Section 133 of the Act, read
with Rule 7 of the Companies (Accounts) Rules, 2014, to the extent applicable and in the manner so
required.

iii. With effect from 1 April 2014, Schedule III notified under the Act, has become applicable to the Company
for the preparation and presentation of its financial statements. Accordingly, previous years’ figures have
been regrouped/reclassified wherever applicable. Appropriate re-classifications/regrouping have been
made in the Restated Standalone Summary Financial Information wherever required, to corresponding
items of income, expenses, assets and liabilities, in order to bring them in line with the presentation and
recognition as per the audited financial statements of the Company and the requirement of SEBI
Regulations. The financial statements are prepared in Indian rupees rounded off to the nearest lakhs.

166
Operating Cycle

Operating cycle is the time between the acquisition of assets for processing and their realization in cash or cash
equivalent.

3. Significant Accounting Policies:

3.1 Use of Estimates

The preparation of financial statements in conformity with GAAP in India requires the management to make
estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent
liabilities at the date of financial statements, and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from these estimates. On an ongoing basis, estimates are evaluated
based on historical experience and on various other assumptions that are believed to be reasonable, the results of
which forms the basis for making judgments about the carrying value of assets and liabilities. Actual results could
differ from those estimates. Any revision to estimates or difference between the actual result and estimates are
recognized in the period in which the results are known/ materialized.

3.2 Fixed Assets

i) Fixed assets are accounted for on historical cost basis (inclusive of the cost of installation and other
incidental costs till commencement of commercial production) net of recoverable taxes, less accumulated
depreciation and impairment loss, if any.

ii) Expenditure on renovation/ modernization relating to existing fixed assets is added to the cost of such assets
where it increases its performance/life significantly.

iii) Cost of leasehold land is amortized over the period of lease.

3.3 Depreciation

Depreciation on fixed assets is provided on written down value basis over the useful life of the assets estimated
by the management, in the manner prescribed in Schedule II of the Companies Act, 2013.

3.4 Revenue Recognition

i) All known income and expenditure quantifiable till the date of signing of report are accounted on accrual basis
when virtual certainty is established.
ii) Sales Revenue is recognized when property in the goods with all risk rewards and effective control of goods
usually associated with ownership are transferred to buyer.
iii) Sales are stated net of trade discounts and sales taxes
iv) The expenses and income considered payable and receivable respectively are accounted for on accrual basis.

3.5 Provisions and contingent liabilities

i) The Company creates a provision when there is a present obligation arising as result of past event that probably
requires an outflow of resources and a reliable estimate can be made of the amount of obligation. Provisions
are measured at the best estimate of the expenditure required to settle the present obligation, at the balances
sheet date and are not discounted to its present value.

167
ii) A disclosure for a contingent liability is made when there is a present obligation arising as a result of past event
that probably will not require an outflow of resources or where a reliable estimate of the obligation cannot be
made.

3.6 Inventory Valuation

i) Inventories are valued at the lower of cost and net realisable value.
ii) In respect of raw material, packing material and stores & spares, cost is computed on first in first out basis.
iii) Finished goods and stock-in-process include cost of input conversion and other costs including manufacturing
overheads incurred in bringing them to their present location and condition.
iv) Obsolete, defective and unserviceable stocks are provided for, wherever required.
v) Excise duty on finished goods manufactured is accounted for on clearance of goods from factory premises.

3.7 Impairment of Assets

The management periodically assesses using, external and internal sources, whether there is an indication that an
asset may be impaired. An impaired loss is recognized wherever the carrying value of an asset exceeds its
recoverable amount. The recoverable amount is the higher of the asset’s net selling price and value in use, which
means the present value of future cash flows expected to arise from the continuing use of the asset and its eventual
disposal An impairment loss for an asset is reversed, if and only if, the reversal can be related objectively to an
event occurring after the impairment loss was recognized, the carrying amount of an asset is increased to its
revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been
determined (net of any accumulated amortization or depreciation) had no impairment loss being recognized for
the asset in prior year/s.

3.8 Borrowing costs

Borrowing costs attributable to the acquisition and/or construction of qualifying assets are capitalized as a part of
the cost of such assets, upto the date when such assets are ready for intended use. A qualifying asset is one that
necessarily takes substantial period of time to get ready for its intended use. Other borrowing costs are charged to
the Statement of Profit and Loss.

3.9 Foreign Currency Transactions

Foreign currency transactions are recorded at the exchange rate prevailing on the date of transaction. Monetary
assets and liabilities in foreign currency existing at balance sheet date are translated at the yearend exchange rates.
Exchange rate differences arising on settlement of transaction and translation of monetary items are recognized
as income or expenses in the year in which they arise. Premium or discount on forward exchange contract is
amortised as income or expense over the life of the contract. Exchange difference on such contract is recognized
in the Statement of Profit and Loss in the reporting period in which the exchange rate changes. Any profit or loss
arising on cancellation or renewal of forward contract is recognized as income or expenditure during the period.

3.10 Taxation

Provision for current taxes is made after taking into consideration benefits admissible under the provisions of
Income Tax Act, 1961. Deferred Tax resulting from “timing differences” between taxable and accounting income
is accounted for using the tax rates and laws that have been substantially enacted as of the balance sheet date.
Deferred tax assets arising from timing differences are recognized to the extent there is reasonable certainty that
these would be realized in future.

168
3.11 Earnings per Share:

Basic earnings per share is calculated by dividing net profit of the year by the weighted average number of equity
shares outstanding during the year. For the purpose of calculating diluted earnings per share, the net profit or loss
for the year attributable to equity shareholders and the weighted average number of shares outstanding during the
year are adjusted for the effects of all dilutive potential equity shares.

The above should necessarily be read with the ‘Statement of Material Adjustments to the Restated Standalone
Financial Statements’ appearing in Annexure – V and ‘Notes to the Restated Standalone Financial Statements’
appearing in Annexure – VI.

169
ANNEXURE I.1: RESTATED STATEMENT OF SHARE CAPITAL

(a) Authorised, Issued, Subscribed and Paid-up Share Capital

(Rs. In Lakhs)
As at As at March,31
Particulars December
31, 2016 2016 2015 2014 2013
Authorized Share Capital:
Equity Shares*
Equity Shares of Rs. 10 each (Nos.) 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000
Amount (Rs.) 100.00 100.00 100.00 100.00 100.00

Issued, Subscribed & fully paid up share

capital
Equity Shares
Equity Shares of Rs. 10 each (Nos.) 677,200 677,200 677,200 677,200 677,200
Amount (Rs.) 67.72 67.72 67.72 67.72 67.72

Total Share Capital 67.72 67.72 67.72 67.72 67.72

*Authorized capital of the Company, has been sub-divided from 1,00,000 (One Lakh) equity shares of Rs. 100/-
(Rupees Hundred) each into 10,00,000 ( Ten Lakh) equity shares of Rs. 10/- each. Consequently Each Equity
Shares of face value of Rs. 100/- each has been split into 10 Equity Shares having face value of Rs. 10/- as
approved in EGM held on 17-12-2016.

Notes:

Right, Preferences and Restrictions attached to Shares:

The Company has one class of equity shares having a par value of Rs. 10/- per share. Each Shareholder is eligible
for vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the
Shareholders in the ensuing Annual General Meeting, except in the case of interim dividend. In the event of
liquidation, the equity shareholders are eligible to receive the remaining assets of the Company in proportion of
their shareholding.

(b) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting
year

As at As at March,31
Particulars December
31, 2016 2016 2015 2014 2013
No of shares outstanding at the beginning of the
year
-Equity Shares 677,200 677,200 677,200 677,200 -
-Equity Shares (amount in lacs) 67.72 67.72 67.72 67.72 -
Add: Shares issued during the year
-Equity Shares - - - - 677,200
-Equity Shares (amount in lacs) - - - - 67.72
Add: Bonus Shares issued during the year
-Equity Shares - - - - -

170
 -Equity Shares (amount in lacs) - - - - -
Less: Shares bought back during the year
-Equity Shares - - - - -
-Equity Shares (amount in lacs) - - - - -
Shares outstanding at the end of the year
-Equity Shares 677,200 677,200 677,200 677,200 677,200
-Equity Shares (amount in lacs) 67.72 67.72 67.72 67.72 67.72
Notes:

As on date of signing of restated accounts, the company has an Authorised Share Capital of Rs. 5,00,00,000
(divided into 50,00,000 Equity Shares of Rs. 10/- each) and Paid up Capital of Rs. 2,70,88,000. (divided into
27,08,800 Equity Shares of Rs. 10/- each fully paid up) out of which a capital of Rs. 2,03,16,000 (20,31,600
Equity Shares of Rs. 10/- each in the ratio of 3:1) were issued as fully paid up bonus shares by capitalisation of
Reserves on February 15, 2017.

(c) Details of Shareholding more than 5% of the aggregate Equity Shares of Rs. 10/- each in the company.

As at As at March,31
Particulars December,
31, 2016 2016 2015 2014 2013
Equity Shares:

1 Parvind Kumar
No of Shares 53,200 53,200 53,200 53,200 53,200
% of holding 7.86% 7.86% 7.86% 7.86% 7.86%

2 Raj Kumar
No of Shares 72,500 72,500 72,500 72,500 72,500
% of holding 10.71% 10.71% 10.71% 10.71% 10.71%

3 Vinod Kumar (HUF)

No of Shares 65,000 65,000 65,000 65,000 65,000
% of holding 9.60% 9.60% 9.60% 9.60% 9.60%

4 Parmod Kumar (HUF)

No of Shares 66,000 66,000 66,000 66,000 66,000
% of holding 9.75% 9.75% 9.75% 9.75% 9.75%

5 Pragun Garg
No of Shares 66,000 66,000 66,000 66,000 66,000
% of holding 9.75% 9.75% 9.75% 9.75% 9.75%

6 Shivani Garg
No of Shares 63,700 63,700 63,700 63,700 63,700
% of holding 9.41% 9.41% 9.41% 9.41% 9.41%

7 Sunila Garg
No of Shares 59,500 59,500 59,500 59,500 59,500
% of holding 8.79% 8.79% 8.79% 8.79% 8.79%

171
8 Raj Kumar (HUF)
No of Shares 48,500 48,500 48,500 48,500 48,500
% of holding 7.16% 7.16% 7.16% 7.16% 7.16%

9 Vinod Kumar
No of Shares 45,000 45,000 45,000 45,000 45,000
% of holding 6.65% 6.65% 6.65% 6.65% 6.65%

ANNEXURE I.2: RESTATED STATEMENT OF RESERVES & SURPLUS

(Rs. in lakhs)
As at As at March 31,
Particulars December
2016 2015 2014 2013
31, 2016

A. Balance in Statement of Profit & Loss

Balance as at the beginning of the year 258.59 186.26 102.61 53.19 -
Add: Restated profit for the year 41.36 72.34 83.65 49.42 53.19
Less: Adjustments on account of income tax appropriation - (0.01) - - -
Balance as at the end of the year 299.95 258.59 186.26 102.61 53.19

Grand Total 299.95 258.59 186.26 102.61 53.19

172
ANNEXURE I.3: RESTATED STATEMENT OF LONG-TERM BORROWINGS

(Rs. in lakhs)
Non-Current Portion Current Portion
As at As at
Particulars December As at March 31, December As at March 31,
31, 31,
2016 2016 2015 2014 2013 2016 2016 2015 2014 2013

A. Loans from Banks

Secured Loans
Term Loans
- HDFC Bank 75.06 88.76 - - - 21.02 19.46 - - -

Vehicle Loan
- HDFC Bank Car Loan 1 1.05 10.15 21.28 31.34 40.46 11.99 11.12 10.07 9.11 8.25
- HDFC Bank Car Loan 2 12.61 - - - - 2.89 - - - -
- HDFC Bank Car Loan 3 28.28 - - - - 19.02 - - - -

Total Secured loans from Bank 117.01 98.92 21.28 31.34 40.46 54.92 30.58 10.07 9.11 8.25

B. Loans from related parties

Unsecured Loans
Business Loan
- From Directors - - - - - - - - - -
- Sh Raj Kumar - - - - 2.31 - - - - -
- Sh Parvind Kumar - - - 5.36 3.40 - - - - -

-from relatives of directors and shareholders

173
 - Eshika Garg - - - - 7.83 - - - - -
- Kritika Garg - - - 16.82 14.05 - - - - -
- Madan Lal - - - 61.46 21.75 - - - - -
- Pragun Garg - - - - 1.38 - - - - -
- Vinod Kumar - - - 11.02 36.78 - - - - -
- Parmod Kumar - - - 2.20 - - - - - -
- Kamla Rani - - - 11.67 2.07 - - - - -
- Sunila Garg - - - 0.16 - - - - - -
- Nipun Garg - - - 0.95 - - - - - -

Loan from associates - - - - -

- Madan Lal HUF - - - 57.61 36.05 - - - - -
- Madan Lal& Sons HUF - - - 79.30 71.04 - - - - -
-Parmod Kumar HUF - - - 26.93 24.23 - - - - -
-Parvind Kumar HUF - - - 3.76 5.45 - - - - -
-M/s Shib Charan Dass Industries (P) Limited 125.56 125.56 125.56 125.56 - - - - - -
-M/s Shivalik Steels and Alloys (P) Limited 191.23 191.23 191.23 191.23 - - - - - -
-M/s Shree Ganesh Fats (P) Limited 313.28 388.28 388.28 388.28 235.90 - - - - -
-M/s Shree Ganesh Fats (P) Limited -

Loan from others

-M/s Sarvottam Securities Private Limited 300.00 - - - - - - - - -

Total Unsecured loans 930.06 705.06 705.06 982.31 462.25 - - - - -

Grand Total 1,047.07 803.98 726.34 1,013.65 502.71 54.92 30.58 10.07 9.11 8.25

174
 Notes:

i) Car Loan 1 from HDFC Bank Limited, Ambala Cantt.

-Nature of Security: Secured against hypothecation of car and personal guarantee given by the director Sh. Raj
Kumar
-Repayment Profile: Repayable in 60 monthly installment commencing from Feb' 2013 to Jan' 2018 of
sanctioned amount of Rs.50.00 Lacs.

ii) Car Loan 2 from HDFC Bank Limited, Ambala Cantt.

-Nature of Security: Secured against hypothecation of car and personal guarantee given by the directors Sh.
Raj Kumar
-Repayment Profile: Repayable in 60 monthly installment commencing from July'2016 to June'2021 of
sanctioned amount of Rs.16.84 Lacs.

iii) Car Loan 3 from HDFC Bank Limited, Ambala Cantt.

-Nature of Security: Secured against hypothecation of car and personal guarantee given by the directors Sh.
Raj Kumar
-Repayment Profile: Repayable in 36 monthly installment commencing from May '2016 to April'2019 of
sanctioned amount of Rs.59.04 Lacs.

iv) Term Loan (Machinery) from HDFC Bank Limited, Ambala Cantt.
-Nature of Security: Secured against hypothecation of machinery (present and future) and personal guarantee
given by the directors.
-Repayment Profile: Repayable in 60 monthly installment commencing from Nov' 2015 to Oct' 2020 of
sanctioned amount of Rs.115.75 Lacs.
The loan carries floating interest and the rate of interest is 10.35% p.a. (at the time of sanction) payable
monthly.

v) Unsecured Term Loan from M/s Sarvottam Securities Private Limited, New Delhi.
-Nature of Security: Unsecured Loan Rs.300.00 Lacs given to company without any stipulated condition for
repayment. However, the interest @9% p.a. paid annually to the lender.

vi) Unsecured Long term loan and advances in the nature of loan has been accepted by the company from associate
companies’ period to to 1st April, 2014 in pursuance of stipulation imposed by the Bank for providing credit
facility to the company. The said loans are raised without any stipulated terms for repayment of principal and
interest accrued thereupon and falls under the definition of exempt deposits as per Companies (Acceptance
Deposits) Rules, 1975.

ANNEXURE I.4: RESTATED STATEMENT OF DEFERRED TAX LIABILITY (Net)

(Rs. in Lakhs)
As at As at March 31,
Particulars December
31, 2016 2016 2015 2014 2013
Deferred Tax Assets
Disallowance u/s 40a(ia) - - - - -
Disallowance u/s 43B - - - - -
Business Loss Carried Forward - - - - -
Company Setup Expenses W/off 0.32 0.38 0.43 0.48 0.54
Provision for gratuity benefits 0.55 0.55 0.35 0.15 0.09
Related to Fixed Assets - - - - -

175
 Total (a) 0.88 0.93 0.78 0.64 0.62

Deferred Tax Liability

Preliminary expenses - 0.05 0.05 0.05 0.05
Related to Fixed Assets 21.76 24.10 21.82 12.04 8.21
Disallowance under the Income Tax Act - - - - -
Total (b) 21.76 24.15 21.88 12.10 8.27

Net deferred tax asset/(liability)-{(a)-(b)} (20.88) (23.22) (21.10) (11.46) (7.64)

ANNEXURE I.5: RESTATED STATEMENT OF LONG TERM PROVISIONS

(Rs. in Lakhs)
As at As at As at As at As at
Particulars December March 31, March 31, March 31, March 31,
31, 2016 2016 2015 2014 2013

(a)Provision for employee benefits

-Provision for Gratuity 1.79 1.79 1.13 0.49 0.28

Grand Total 1.79 1.79 1.13 0.49 0.28

ANNEXURE I.6: RESTATED STATEMENT OF SHORT - TERM BORROWINGS

(Rs. in Lakhs)
As at As at March 31,
Particulars December 31,
2016 2016 2015 2014 2013
A. Loans from Banks

Secured Loans
Cash Credit Facility
- HDFC Bank 863.36 1,784.51 1,234.07 - -
- Punjab National Bank - - - 1,769.88 1,302.01

Unsecured
- Book Overdraft - - - - 2.55

Total Secured loans from Bank 863.36 1,784.51 1,234.07 1,769.88 1,304.56
Grand Total 863.36 1,784.51 1,234.07 1,769.88 1,304.56
Notes:

Working Capital Loans from HDFC Bank Limited, Ambala Cantt.

-Nature of Security: Secured by way of hypothecation on entire stocks of Raw Materials, Stock-in-Process,
Finished Goods, Consumable Stores and Spares, Book Debts and all other Current assets of the Company
wherever they are located and other current assets of the Company.

-Term of Repayment: Sanctioned facility Rs.1800.00 Lacs repayable on demand during the facility tenure of 12
months.

176
-Interest rates are linked to respective banks base rates and present rate of interest is 10.35% p.a. (At the time of
sanction) payable monthly.

ANNEXURE I.7: RESTATED STATEMENT OF TRADE PAYABLES

(Rs. in Lakhs)
As at As at As at As at As at
Particulars December March March 31, March 31, March 31,
31, 2016 31, 2016 2015 2014 2013

Payable to Micro, small and medium enterprises - - - -

Payable to related parties (Refer I.7.1) 596.72 641.47 305.22 149.94 5.41
Payable to Others ( for Goods/ Services) 723.47 129.84 902.96 25.24 133.03

Grand Total 1,320.18 771.31 1,208.18 175.18 138.44

Notes:

I.7.1 Annexure of payable to related parties

(Rs. in Lakhs)
As at As at As at As at As at
Particulars December March March March March
31, 2016 31, 2016 31, 2015 31, 2014 31, 2013
From Group Companies

-M/s Kamla Oil and Fats (P) Limited 388.66 79.99 86.99 8.57 -
-M/s Shib Charan Dass Industries (P) Limited 208.05 193.70 218.24 141.36 5.41
-M/s Shree Ganesh Fats (P) Limited - 367.78 - - -

Grand Total 596.72 641.47 305.23 149.93 5.41

The amount outstanding to Micro, Small & Medium Enterprises has not been given separately, because, the
identification of the Micro, Small & Medium Enterprise in terms of the Micro , Small & Medium Enterprises
development Act, 2006, could not be made as the company has not received any information from the
creditors/suppliers regarding the status of being a Micro, Small & Medium Enterprises.

ANNEXURE I.8: RESTATED STATEMENT OF OTHER CURRENT LIABILITIES

(Rs. in Lakhs)
As at As at As at As at As at
Particulars December March March March March
31, 2016 31, 2016 31, 2015 31, 2014 31, 2013
Interest Accrued and due on other
- 76.15 - - -
deposits/borrowings
Interest accrued but not due on other
64.66 - - - -
Deposits/Borrowings
Current Maturities of term loans from bank 54.92 30.58 10.07 9.11 8.25
Other creditors (Refer I.8.1) 2.41 10.84 4.06 7.54 6.56
Advance received from customers 438.25 2.22 - 5.64 1.25

177
Creditors for captial good/expenditures 8.42 - 2.36 0.88 0.14
Expenses Payabables 53.80 32.13 21.87 29.71 23.69
TDS Payable 2.58 13.45 12.59 7.82 2.57
Grand Total 625.03 165.38 50.95 60.70 42.45
Notes:

I.8.1 Out of the above other current liabilities, outstanding to promoters/promoter group/group directors/relative
of directors are as follows:

(Rs. in Lakhs)
As at As at As at As at As at
Particulars December March 31, March 31, March 31, March 31,
31, 2016 2016 2015 2014 2013

Other Creditors
Entities over which KMP &
relatives have substantial control
-Shib Charan Dass Industries Pvt. Ltd. 0.62 2.52 - - -

Advance received from customers

Entities over which KMP &
relatives have substantial control
-Shivalik Steels & Alloys (P) Limited,
339.25 - - - -
Barotiwala

Expenses Payables
Relatives of Directors
- Kritika Garg 5.69 - - - -
- Sunila Garg 5.69 - - - -

Interest accrued but not due on other

Deposits/Borrowings
Entities over which KMP &
relatives have substantial control
-Shree Ganesh Fats Pvt. Ltd. 32.05 - - - -
-Shivalik Steels & Alloys Pvt. Ltd. 17.29 - - - -
-Shib Charan Das Industries Pvt. Ltd. 11.35
Grand Total 411.93 2.52 - - -

178
ANNEXURE I.9: RESTATED STATEMENT OF SHORT TERM PROVISIONS

(Rs. in Lakhs)
As at As at As at As at As at
Particulars December 31, March 31, March 31, March 31, March 31,
2016 2016 2015 2014 2013

Provision-others:

(i) Provision for Tax ( Net of Advance Tax) - 1.73 9.45 2.65 9.81
- Provision for Tax 20.83 30.78 29.45 19.65 17.81
- Less: Advance Tax & TDS 26.50 29.04 20.00 17.00 8.00

Grand Total - 1.73 9.45 2.65 9.81

ANNEXURE I.10: RESTATED STATEMENT OF FIXED ASSETS

(Rs. in Lakhs)
As at As at As at As at
As at
March March March March
Particulars December
31, 31, 31, 31,
31, 2016
2016 2015 2014 2013
Tangible Assets
Furniture & Fixtures
-Opening Balance 0.36 0.36 0.36 0.36 -
Gross Block -Additions during the year - - - - 0.36
-Closing Balance 0.36 0.36 0.36 0.36 0.36
-Opening Balance 0.11 0.07 0.04 0.02 -
Less: Accumulated Depreciation -For the Year 0.03 0.04 0.04 0.02 0.02
-Closing Balance 0.14 0.11 0.07 0.04 0.02
Net Block 0.22 0.25 0.28 0.32 0.34
Electrical Equipment & Accessories
-Opening Balance 3.20 3.20 3.20 3.20 -
Gross Block -Additions during the year - - - - 3.20
-Closing Balance 3.20 3.20 3.20 3.20 3.20
-Opening Balance 0.93 0.60 0.26 0.11 -
Less: Accumulated Depreciation -For the Year 0.25 0.34 0.34 0.15 0.11
-Closing Balance 1.19 0.93 0.60 0.26 0.11
Net Block 2.01 2.27 2.60 2.94 3.09
Plant machinery & Equipment
-Opening Balance 794.04 618.22 259.80 259.80 -
Gross Block -Additions during the year 8.22 175.82 358.42 - 259.80
-Closing Balance 802.26 794.04 618.22 259.80 259.80

179
 -Opening Balance 175.12 100.01 46.51 19.65 -
Less: Accumulated Depreciation -For the Year 72.05 75.11 53.50 26.86 19.65
-Closing Balance 247.17 175.12 100.01 46.51 19.65
Net Block 555.09 618.92 518.21 213.29 240.15
Boiler
-Opening Balance 38.03 38.03 14.90 14.90 -
Gross Block -Additions during the year - - 23.13 - 14.90
-Closing Balance 38.03 38.03 38.03 14.90 14.90
-Opening Balance 10.48 5.90 2.67 1.13 -
Less: Accumulated Depreciation -For the Year 3.45 4.58 3.23 1.54 1.13
-Closing Balance 13.92 10.48 5.90 2.67 1.13
Net Block 24.10 27.55 32.13 12.23 13.77
Generator Set
-Opening Balance 25.63 25.63 21.63 18.85 -
Gross Block -Additions during the year - - 4.00 2.78 18.85
-Closing Balance 25.63 25.63 25.63 21.63 18.85
-Opening Balance 4.58 2.92 1.39 0.38 -
Less: Accumulated Depreciation -For the Year 1.25 1.66 1.53 1.01 0.38
-Closing Balance 5.83 4.58 2.92 1.39 0.38
Net Block 19.80 21.05 22.71 20.24 18.47
Pollution Control Equipments
-Opening Balance 0.42 0.42 0.42 0.42 -
Gross Block -Additions during the year - - - - 0.42
-Closing Balance 0.42 0.42 0.42 0.42 0.42
-Opening Balance 0.09 0.06 0.03 0.01 -
Less: Accumulated Depreciation -For the Year 0.02 0.03 0.03 0.02 0.01
-Closing Balance 0.11 0.09 0.06 0.03 0.01
Net Block 0.31 0.33 0.36 0.39 0.41
Storage Tanks
-Opening Balance 5.00 5.00 5.00 5.00 -
Gross Block -Additions during the year - - - - 5.00
-Closing Balance 5.00 5.00 5.00 5.00 5.00
-Opening Balance 1.07 0.74 0.41 0.17 -
Less: Accumulated Depreciation -For the Year 0.25 0.33 0.33 0.24 0.17
-Closing Balance 1.31 1.07 0.74 0.41 0.17
Net Block 3.69 3.93 4.26 4.59 4.83
Weigh Bridge
Gross Block -Opening Balance 4.39 4.39 4.39 4.39 -

180
 -Additions during the year - - - - 4.39
-Closing Balance 4.39 4.39 4.39 4.39 4.39
-Opening Balance 0.89 0.61 0.32 0.11 -
Less: Accumulated Depreciation -For the Year 0.22 0.29 0.29 0.21 0.11
-Closing Balance 1.11 0.89 0.61 0.32 0.11
Net Block 3.28 3.49 3.78 4.06 4.27
Laboratory Equipments
-Opening Balance 0.42 0.42 0.42 0.42 -
Gross Block -Additions during the year - - - - 0.42
-Closing Balance 0.42 0.42 0.42 0.42 0.42
-Opening Balance 0.09 0.06 0.03 0.01 -
Less: Accumulated Depreciation -For the Year 0.02 0.03 0.03 0.02 0.01
-Closing Balance 0.11 0.09 0.06 0.03 0.01
Net Block 0.31 0.33 0.36 0.39 0.41
Currency Counting Machine
-Opening Balance 0.32 0.32 0.32 0.32 -
Gross Block -Additions during the year - - - - 0.32
-Closing Balance 0.32 0.32 0.32 0.32 0.32
-Opening Balance 0.20 0.11 0.03 0.01 -
Less: Accumulated Depreciation -For the Year 0.06 0.09 0.09 0.02 0.01
-Closing Balance 0.26 0.20 0.11 0.03 0.01
Net Block 0.06 0.12 0.21 0.29 0.31

Scooter
-Opening Balance 0.50 0.50 0.50 0.50 -
Gross Block -Additions during the year - - - - 0.50
-Closing Balance 0.50 0.50 0.50 0.50 0.50
-Opening Balance 0.18 0.13 0.08 0.04 -
Less: Accumulated Depreciation -For the Year 0.04 0.05 0.05 0.05 0.04
-Closing Balance 0.21 0.18 0.13 0.08 0.04
Net Block 0.28 0.32 0.37 0.41 0.46
Car
-Opening Balance 59.63 59.63 59.63 59.63 -
Gross Block -Additions during the year 93.42 - - - 59.63
-Closing Balance 153.06 59.63 59.63 59.63 59.63
-Opening Balance 21.72 14.38 7.04 1.38 -
Less: Accumulated Depreciation -For the Year 13.26 7.34 7.34 5.67 1.38
-Closing Balance 34.99 21.72 14.38 7.04 1.38

181
 Net Block 118.07 37.91 45.25 52.59 58.25
Computer & Printers
-Opening Balance 0.74 0.42 0.42 0.42 -
Gross Block -Additions during the year 0.71 0.32 - - 0.42
-Closing Balance 1.45 0.74 0.42 0.42 0.42
-Opening Balance 0.50 0.33 0.12 0.05 -
Less: Accumulated Depreciation -For the Year 0.09 0.16 0.22 0.07 0.05
-Closing Balance 0.58 0.50 0.33 0.12 0.05
Net Block 0.87 0.24 0.09 0.31 0.37
Total Tangible Assets 728.09 716.72 630.59 312.04 345.12
Capital Work-in-Progress
Plant & Machinery under Erection - - 312.05 28.17
Boiler under Erection - - 23.13 -

Total Capital Work-in-Progress - - 335.18 28.17

182
ANNEXURE I.11: RESTATED STATEMENT OF LOANS & ADVANCES

(Rs. in Lakhs)
Non-Current Portion Current Portion

As at As at As at As at As at As at As at As at As at As at
Particulars
December March March March March December March March March March
31, 2016 31, 2016 31, 2015 31, 2014 31, 2013 31, 2016 31, 2016 31, 2015 31, 2014 31, 2013

Capital Advances
Secured, considered good - - - - - - - - -
Unsecured, considered good - - - - 23.13 - - - -
Doubtful - - - - - - - - -
- - - - 23.13 - - - - -

Loans and advances to related parties

Secured, considered good - - - - - - - - -
Unsecured, considered good - - - - - 4.14 - - - 38.40
Doubtful - - - - - - - - -
- - - - - 4.14 - - - 38.40

Security deposits
Secured, considered good - - - - - - - - - -
Unsecured, considered good 32.11 24.59 15.03 15.01 10.63 - - - - -
Doubtful - - - - - - - -
32.11 24.59 15.03 15.01 10.63 - - - - -

Advance recoverable in Cash

Secured, considered good - - - - - - - - - -
Unsecured, considered good - - - - - 6.04 5.41 40.38 0.12 0.15
Doubtful - - - - - - - - - -

183
 - - - - - 6.04 5.41 40.38 0.12 0.15
Prepaid expenses
(i) Insurance & other Expenses - - - - - 4.35 4.10 4.79 3.95 6.17
- - - - - 4.35 4.10 4.79 3.95 6.17

Balances with government authorities

Unsecured, considered good
(i) Income Tax & TDS 7.77 -
(ii) Haryana vat tax recoverble form sales
- - - - - - 7.05 90.54 15.89 26.83
tax department
- - - - - 7.77 7.05 90.54 15.89 26.83

Others
Secured, considered good - - - - - - - - - -
Unsecured, considered good - - - - - - - - - -
- - - - - - - - - -
Grand Total 32.11 24.59 15.03 15.01 33.76 22.30 16.56 135.72 19.96 71.56

Out of the above amounts, oustanding from promoters/promoter group/group directors/relative of directors are as follows:

(Rs. in Lakhs)
Non-Current Portion Current Portion
As at As at As at As at As at As at As at As at As at
Particulars As at March
December March 31, March 31, March 31, December March 31, March 31, March 31, March 31,
31, 2016
31, 2016 2015 2014 2013 31, 2016 2016 2015 2014 2013
From Promoters/Directors/Relatives - - - - - - - - -
Raj Kumar 2.25
Soumya Garg 1.90
From Group Companies
-Kamla Oil & Fats Pvt. Ltd. - - - - - - - - - 38.40
Grand Total - - - - - 4.14 - - - 38.40

184
ANNEXURE I.12: RESTATED STATEMENT OF OTHER NON-CURRENT ASSETS

(Rs. in Lakhs)
As at As at As at As at As at
Particulars December March 31, March 31, March 31, March 31,
31, 2016 2016 2015 2014 2013

Others
Unamortized Expenses
- Deferred Revenue Expenditure on Issue of
- - - - -
Equity Shares
Grand Total - - - - -

ANNEXURE I.12: RESTATED STATEMENT OF INVENTORIES

(Rs. in Lakhs)
As at As at As at As at As at
Particulars December 31, March March March March
2016 31, 2016 31, 2015 31, 2014 31, 2013
(at cost or net realisable value, whichever is
lower)

Raw materials and Auxiliary goods 1,132.48 1,132.31 1,003.67 1,667.07 637.77
-Goods in Transit 415.95 508.56 - -
1,132.48 1,548.26 1,512.23 1,667.07 637.77

Finished/ Semi Finished Goods (Refer Note

1,834.32 452.53 645.29 180.30 101.61
I.13.1)

Consumable Stores and Spares 29.43 13.41 4.94 14.03 4.19

Stock-in-Trade 29.53 - 16.15 29.20 128.46

Grand Total 3,025.76 2,014.20 2,178.61 1,890.60 872.04

Notes:

Finished/Semi-finished Goods (Including Realisable By-products)

(Rs. in Lakhs)
As at As at As at As at As at
Particulars December 31, March March March March
2016 31, 2016 31, 2015 31, 2014 31, 2013
Finished Goods
-Rice Bran Refined Oil 1,583.37 101.51 473.80 113.93 59.14
-Rice Bran Bleached Oil 12.04 54.52 29.72 25.49 5.74
-Refined Soyabean Oil - 7.76 - - -
-Refined Canola Oil 7.99

185
By-Products
-Rice Bran Fatty Acid Oil 182.86 259.34 121.28 35.69 16.68
-Rice Bran Wax 41.53 27.34 18.67 2.18 19.16
-Gums 0.29 - 0.09 - -
-Spent Earth 6.22 2.07 1.74 3.00 0.89
Total 1,834.32 452.53 645.29 180.30 101.61

ANNEXURE I.14: RESTATED STATEMENT OF TRADE RECEIVABLES

(Rs. in Lakhs)
As at As at As at As at As at
Particulars December March 31, March 31, March 31, March 31,
31, 2016 2016 2015 2014 2013

Outstanding for a period less than six months from the

date they are due for payment
Unsecured, Considered Good 434.33 1,066.30 542.95 337.59 738.26
434.33 1,066.30 542.95 337.59 738.26

Outstanding for a period exceeding six months from

the date they are due for payment
Unsecured, Considered Good - - - 285.93 -
- - - 285.93 -

Grand Total 434.33 1,066.30 542.95 623.51 738.26

Notes:

Out of the above amounts outstanding from promoters/promoter group/group directors/relative of

directors are as follows:

(Rs. in Lakhs)
As at As at As at As at As at
Particulars December March 31, March 31, March 31, March 31,
31, 2016 2016 2015 2014 2013

From Promoters/Directors/Relatives

From Group Companies

-Shivalik Steels and Alloys Pvt. Ltd. - 761.36 204.42 190.23 116.58
-Kamla Oleo Pvt. Ltd. 235.09 4.36 47.76 - -
-Shree Ganesh Fats Pvt. Ltd. - - - 285.93 471.39

Grand Total 235.09 765.72 252.17 476.16 587.97

186
ANNEXURE I.15: RESTATED STATEMENT OF CASH & CASH EQUIVALENTS

(Rs. in Lakhs)
As at As at As at As at As at
Particulars December March 31, March 31, March 31, March 31,
31, 2016 2016 2015 2014 2013

A) Cash and Cash Equivalents

(a) Cash on hand 2.40 25.65 2.15 4.34 0.98

(b) Balances with Banks:

- in current accounts 0.54 14.21 0.14 3.70 36.90

Grand Total 2.94 39.87 2.29 8.04 37.88

ANNEXURE I.16: RESTATED STATEMENT OF OTHER CURRENT ASSETS

(Rs. in Lakhs)
As at As at As at As at As at
Particulars December March 31, March 31, March 31, March 31,
31, 2016 2016 2015 2014 2013

Unsecured:
Unamortized Preliminary Expense - - - - -
Interest accrued and due on Deposits/Advances 0.45

Grand Total 0.45 - - - -

NOTE II.1: RESTATED STATEMENT OF REVENUE FROM OPERATIONS

(Rs. in Lakhs)

As at As at As at As at As at
Particulars December March March March March
31, 2016 31, 2016 31, 2015 31, 2014 31, 2013

A) Sales of products
Manufactured Goods (Refer II.1.1.a)
- Gross Value 9,568.57 13,764.70 10,082.36 10,606.95 7,370.24
- Less:- Excise duty (29.04) (25.32) (25.68) (43.85) (19.37)
- Net Value 9,539.53 13,739.39 10,056.68 10,563.10 7,350.88
-Traded Goods (Refer II.1.1.b) 1,526.02 683.02 2,210.06 1,566.40 1,141.48

B) Other Operating Revenue

-Cash Discount received 28.17 52.93 56.59 43.81 47.75

Revenue From Operations 11,093.73 14,475.34 12,323.33 12,173.31 8,540.11

187
Notes:

(Rs. in Lakhs)
As at As at As at As at As at
Particulars December March March March March
31, 2016 31, 2016 31, 2015 31, 2014 31, 2013
a. Manufactured Goods

Finished Goods
-Refined Rice Bran Oil 4,991.66 9,100.28 7,278.45 8,815.16 6,225.62
-Refined Palm Kernel Oil - - - 1,167.15 -
-Refined Canola Oil 2,588.49 613.71 - - -
-Refined Soya Bean Oil 788.21 1,553.34 - - -
-Refined Sunflower Oil - 77.49 - - -
-Rice Bran Bleached Oil 900.92 2,173.60 2,544.98 194.03 955.25

By-Products
-Rice Bran Fatty acid Oil
Gross Value 220.31 167.06 147.93 252.43 141.24
Less:- Excise Duty (24.48) (18.56) (16.28) (27.77) (15.54)
Net Value 195.83 148.50 131.65 224.66 125.70
-Rice Bran wax
Gross Value 41.03 60.79 85.38 146.22 34.82
Less:- Excise Duty (4.56) (6.75) (9.40) (16.08) (3.83)
Net Value 36.47 54.04 75.98 130.14 30.99
-Gums 2.21 2.02 1.86 6.25 0.28
-Spent Earth 29.50 16.42 23.77 25.72 13.04
-Rice Bran Sludge Oil 6.25 - - - -
Total 9,539.53 13,739.39 10,056.68 10,563.10 7,350.88

b. Traded Goods

- Refined Rice Bran Oil 526.20 585.62 1,600.59 1,337.71 372.23

- Rice Bran Non-edible 336.94 97.40 29.45 228.69 769.25
- Refined palm Oil - - 216.46 - -
- Sunflower Oil 86.40 - 211.55 - -
- Sunflower Solvent Oil - - 152.02 - -
-Rafeseed Refined Oil (Canola) 60.91 - - - -
-Imported Canola Oil 515.58 - - - -

Total 1,526.02 683.02 2,210.06 1,566.40 1,141.48

Revenue From Operations 11,093.73 14,475.34 12,323.33 12,173.31 8,540.11

188
NOTE II.2: RESTATED STATEMENT OF OTHER INCOME

(Rs. in Lakhs)
Recurring / As at As at As at As at As at
Particulars Non- December March 31, March 31, March 31, March 31,
Recurring 31, 2016 2016 2015 2014 2013

Non-
-Interest Received on Security - 0.45 - - -
recurring
-Interest Received from Others on Non-
0.45 - - - -
Deposits/Advances recurring
-Net Gain/ (Loss) on foreign Non-
4.17
currency transaction/translation recurring
Grand Total 4.62 0.45 - - -

The classification of other income as recurring / non-recurring is based on the current operations and business
activity of the company as determined by the management.

The interest income in FY 2015-2016 is in nature of interest income on security deposit.

NOTE II.3: RESTATED STATEMENT OF COST OF MATERIAL CONSUMED

(Rs. in Lakhs)
As at As at As at As at As at
Particulars December March 31, March 31, March 31, March 31,
31, 2016 2016 2015 2014 2013

Consumption of Raw Material

Inventory at the beginning of the year 1,539.68 1,502.78 1,656.43 632.27 -
Add: Purchase (Less Returns) 9,252.90 12,152.38 9,458.42 10,754.47 7,595.31
10,792.58 13,655.16 11,114.85 11,386.74 7,595.31
Less: Inventory at the end of the year 1,125.71 1,539.68 1,502.78 1,656.43 632.27

Total 9,666.87 12,115.47 9,612.07 9,730.31 6,963.04

Consumption of Packaging material - 0.18 - - -

Total - 0.18 - - -

Cost of material consumed during the year 9,666.87 12,115.66 9,612.07 9,730.31 6,963.04

189
Notes:

Value of imported & indegious Raw Material and Packaging material consumed and the percentage of
each to the total consumption.

(Rs. in Lakhs)
Upto December
2015-16 2014-15 2013-14 2012-13
31, 2016
Particulars
% % % %
Amount % age Amount Amount Amount Amount
age age age age

Raw Material

-Indegenious Goods 6,921.67 72% 10,423.62 86% 9,612.07 100% 8,709.22 90% 6,963.04 100%

-Imported Material 2,745.20 28% 1,691.86 14% - 0% 1,021.10 10% - 0%

100
Total 9,666.87 100% 12,115.47 100% 9,612.07 100% 9,730.31 6,963.04 100%
%

Packaging Material

-Indegenious Goods - - 0.18 100% - - - - - -

-Imported Material - - - 0% - - - - - -

Total - - 0.18 100% - - - - - -

Grand Total 9,666.87 - 12,115.66 - 9,612.07 - 9,730.31 - 6,963.04 -

Detail of Raw Materrial Consumed

(Rs. in Lakhs)
Upto
December 31, 2015-16 2014-15 2013-14 2012-13
Particulars 2016
% % % % %
Amount Amount Amount Amount Amount
age age age age age

Raw Materials
-Rice Bran Oil/ Sun
6,803.29 70% 10,283.02 85% 9,467.95 99% 8,538.76 88% 6,825.10 98%
Flower Oil
-Chemicals 118.39 1% 140.60 1% 144.12 1% 170.46 2% 137.93 2%
-Canola/Soyabean Oil 2,745.20 28% 1,691.86 14% - 0% - 0% - 0%
-Crude Palm Kernal Oil 0% - 0% - 0% 1,021.10 10% - 0%

100 100 100 100 100

Grand Total 9,666.87 12,115.47 9,612.07 9,730.31 6,963.04
% % % % %

190
NOTE II.4: RESTATED STATEMENT OF PURCHASE OF STOCK-IN-TRADE

(Rs. in Lakhs)
As at As at As at As at As at
Particulars December March 31, March 31, March 31, March 31,
31, 2016 2016 2015 2014 2013

Traded Goods:
-Refined Rice Bran Oil 517.76 557.14 1,601.79 1,334.79 376.59
-Rice Bran Non-Edible Oil 333.86 94.44 - 116.78 859.89
-Refined Palm Oil - - 209.67 - -
-Sunflower Oil 85.80 - 208.95 - -
-Sunflower Solvent Oil - - 150.50 - -
-Rafeseed Refined Oil (Canola) 89.41 - - - -
-Imported Canola Oil 515.59 - - - -

Total 1,542.43 651.58 2,170.91 1,451.57 1,236.47

NOTE II.5: RESTATED STATEMENT OF OTHER MANUFACTURING EXPENSES

(Rs. in Lakhs)
As at As at As at As at As at
Particulars December March March March March
31, 2016 31, 2016 31, 2015 31, 2014 31, 2013

Power & Fuel 163.31 369.40 321.51 362.12 226.99

Purchase Expenses 180.55 147.23 2.52 80.15 3.72
Consumable store and Spares Consumed 4.87 9.17 11.91 18.61 14.97
Custom Duty on Imported Material 384.18 259.80 - 25.35 -
Transit Insurance Charges 0.22 0.91 - 0.21 0.11
Factory Insurance Charges 1.71 2.43 2.29 2.00 0.43
Net Gain (Loss) on Foreign Currecny Transcation
7.73 15.11 - - -
and Translation
Laboratory Expense - - 0.03 -
Machinery Repair and Maintenance 63.22 42.16 39.24 37.50 44.18

Total 805.79 846.21 377.47 525.98 290.39

191
NOTE II.6: RESTATED STATEMENT OF CHANGES IN INVENTORIES OF FINISHED GOODS,
WORK-IN-PROGRESS & STOCK-IN-TRADE

(Rs. in Lakhs)
As at As at As at As at As at
Particulars December 31, March March March March
2016 31, 2016 31, 2015 31, 2014 31, 2013

Inventories at the end of the Year

-Finished Goods 1,834.32 452.53 645.29 180.30 101.61
-Stock-in-Trade 29.53 - 16.15 29.20 128.46

Total 1,863.85 452.53 661.44 209.50 230.08

Inventories at the beginning of the Year

-Finished Goods 452.53 645.29 180.30 101.61 -
-Stock-in-Trade - 16.15 29.20 128.46 -

Total 452.53 661.44 209.50 230.08 -

Change in Inventories of Finished Goods &

(1,411.32) 208.90 (451.94) 20.58 (230.08)
Stock In trade

NOTE II.7: RESTATED STATEMENT OF EMPLOYEE BENEFIT EXPENSES

(Rs. in Lakhs)
As at As at As at As at As at
Particulars December March 31, March 31, March 31, March 31,
31, 2016 2016 2015 2014 2013
-Directors Remuneration 27.00 27.00 24.00 12.00 9.00
-Wages to workers 12.74 13.74 11.22 5.96 4.29
-Salary to Staff 86.85 81.30 61.80 40.86 18.10
-Employers Contribution Towards Funds 1.28 1.85 1.53 0.84 0.63
-Bonus to staff - 0.86 0.85 0.52 0.47
-Leave with wages to staff & workers 0.15 0.66 0.68 0.34 0.30
-Provision for gratuity - 0.66 0.64 0.21 0.28
-Staff welfare 3.61 3.78 3.54 4.86 2.65
-Gratuity Paid to Employees 0.23 - - - -

Total 131.86 129.86 104.25 65.57 35.70

192
NOTE II.8: RESTATED STATEMENT OF FINANCE COST

(Rs. in Lakhs)
As at As at As at As at As at
Particulars December March 31, March 31, March 31, March 31,
31, 2016 2016 2015 2014 2013

-Interest Paid to Bank on Cash Credit 63.26 130.03 114.00 84.88 33.29
-Interest Paid to Bank on Overdraft Facility - 5.25 - - -
-Interest paid to Bank on Buyer Credit Facility 2.66 1.84 - - -
-Interest paid to Bank on Term Loan 7.91 - - - -
-Interest Paid to Bank on Car Loan 5.48 2.68 3.64 4.50 0.83
-Interest Paid to Others 64.66 84.61 105.14 81.82 25.83
-Interest Paid on Late Payment of of Excise/TDS - - 0.04 - -
-Bank Charges 7.77 7.98 5.26 2.44 1.36

Total 151.74 232.39 228.09 173.64 61.31

NOTE II.9: RESTATED STATEMENT OF OTHER EXPENSES

(Rs. in Lakhs)
As at As at As at As at As at
Particulars December March 31, March 31, March 31, March 31,
31,2016 2016 2015 2014 2013
Payment to auditors
-Audit fees 0.40 1.15 1.12 1.12 1.12
-For other services - - - - -
Additional Service Tax Paid - - 0.05 2.14 -
Advertisment and publicity - 0.09 0.30 0.24 0.15
Brokerage and Commission Paid 11.36 32.49 21.58 17.10 6.49
Building Repairs and Maintenance 2.74 3.65 9.03 6.39 5.45
Car Running and Manintenance 4.90 4.85 4.86 5.98 0.92
Company Incorporation Related Expenses - - - - 1.74
Computer Repairs and Maintenance 0.40 0.13 0.63 0.36 0.06
Cost Auditor's Remueneration - 0.35 0.35 - -
Donation - - 0.05 - -
Electricity Expenses 0.03 0.07 0.04 - -
Food Safety and Standard Authority License Fee 0.06 0.08 0.08 0.08 -
Haryana Pollution Board Consent Fee 0.38 0.85 1.23 0.67 -
Lease Rent Paid 6.75 9.00 9.00 12.00 9.00
Legal and Professional Charges 1.16 1.64 1.36 2.16 0.20
License Fee - 0.04 0.02 0.31 0.12
Miscellaneous Expenses 0.56 0.40 0.86 0.42 0.21

193
 Preliminary Expenses Written Off - - - - -
Postage and Currier Charges 0.49 0.43 0.60 0.17 0.38
Printing and Stationary 0.74 0.60 0.75 0.73 0.68
Sales Expenses 27.87 40.49 36.47 45.72 49.96
Scooter Running and Maintenance 0.36 0.37 0.58 0.61 0.49
Security Expenses 0.43 0.46 0.39 - -
Short and Excess (1.23) (3.92) 0.64 (1.82) 0.83
Subscription and Membership Fee 0.02 0.04 - 0.02 -
Telephone and Mobile Charges 1.69 2.07 1.93 1.56 1.27
Travelling & Conveyance Expenses 1.02 0.58 0.83 0.96 2.47

Total 60.14 95.93 92.75 96.90 81.55

ANNEXURE – V: STATEMENT OF RECONCILIATION OF RESTATED PROFITS TO PROFITS AS

PER AUDITED FINANCIAL STATEMENTS

(Rs. in Lakhs)

As at
For the Year Ended March 31,
Particulars December 31,
2016
2016 2015 2014 2013

Profit after tax (as per audited financial

41.36 72.22 83.53 49.30 54.27
statements)

Restatement Adjustments :-
Add: Preliminary Expenses Written Off - 0.17 0.17 0.17 0.17
Less: Company Incorporation Related Expenses - - - - (1.74)
Add: Change in Deferred Tax on account of Prelim
- (0.05) (0.05) (0.05) (0.05)
Exp Written Off
Less: Change in Deferred Tax on account of
- - - - 0.54
Company Incorp Exp
Total (5.73) 0.12 0.12 0.12 (1.08)

Profit after Tax, as restated 35.63 72.34 83.65 49.42 53.19

Notes: Preliminary expenses amortized over the years has been reversed, as the entire expenditure has been
debited to profit and loss account in the year in which such expense was incurred.

Company incorporation/ setup expenses incurred in year 2013 has been debited to profit and loss account in the
year it was incurred.

Deferred Tax Asset / Liability has been calculated & adjusted in the manner prescribed under accounting standard-
22 notified by Ministry of Corporate Affairs.

194
ANNEXURE VI: OTHER SIGNIFICANT NOTES

1. Closing stock is as taken, valued & certified by the management of the company. Stock of expiry goods at the
period end have been excluded from valuation of closing stock quantity as well as its value so as to reflect true
position of financial statements of the company as on the respective date. At the same time, provision for
reversal of excise duty for input credit availed in respect of Raw Material as well as packing material items
consumed for manufacturing of the expiry goods as calculated & certified by the management of the company
is provided in the books of accounts of the company.

2. Amount of deposits brought in by the promoters of the company or their relatives or by both , by way of
unsecured loan in pursuance of stipulation of bank (secured lender) during these years is exempt from
definition of Deposits under clause (xiii) of 2(C) specified under The Companies (Acceptance of deposits)
Rules, 2014 . Hence, the same is not treated as public deposits.

3. The company cannot identify the enterprises which have been providing goods and services to the company
and which qualify under the definition of Micro Small and Medium Enterprise Development Act, 2006. Hence,
the details required to be disclosed in this respect, cannot be disclosed.

4. In the opinion of the Board of Directors, the Current Assets, Loans & Advances are approximately of the value
stated if realized in ordinary course of business. Provisions for known liabilities are made & not in excess of
the amount reasonably necessary. Moreover Balances of Unsecured Loans, Receivables, Loans & Advances
and Current Liabilities are subject to confirmation, reconciliation and adjustments, if any.

5. The figures of the previous year have been regrouped / recast wherever necessary so as to make them
comparable with current year's figures. Figures have been rounded to nearest rupees in Lakhs.

ANNEXURE VII: CONTINGENT LIABILITIES

(Rs. in Lakhs)
As at As at March,31
Particulars December, 31
2016 2016 2015 2014 2013

TDS 0.61 0.01 - - -

Income Tax Demand 0.09 0.09 - - -

Grand Total 0.70 0.10 - - -

195
ANNEXURE VIII: SUMMARY OF ACCOUNTING RATIOS

(Rs. in Lakhs)
As at As at March,31
Particulars December
31, 2016 2016 2015 2014 2013

Restated PAT as per P& L Account 41.36 72.34 83.65 49.42 53.19

Weighted Average Number of Equity

2,708,80 2,708,80 2,708,80
Shares at the end of the Year (After Bonus 2,708,800 2,708,800
0 0 0
issue with retrospective effect) ***

Net Worth (Rs. in Lakhs) 367.67 326.31 253.98 170.33 120.91

Earnings Per Share (with subsequent

Bonus issue effect)
Basic (In Rs.) 1.53 2.67 3.09 1.82 1.96
Diluted (In Rs.) 1.53 2.67 3.09 1.82 1.96

Return on Net Worth (%) 11.25% 22.17% 32.94% 29.01% 43.99%

Net Asset Value Per Share (Rs) (after
giving retrospective effect of issue of 13.57 12.05 9.38 6.29 4.46
bonus shares)
Nominal Value per Equity share (Rs.) *** 10 10 10 10 10

* The Company does not have any diluted potential Equity Shares. Consequently the basic and diluted
profit/earning per share of the company remain the same.
**Earning Per Share (EPS) is calculated after adjusting for bonus equity shares issued, with retrospective effect
as provided in Accounting Standard (AS-20) - Earning per share, issued by the Institute of Chartered Accountant
of India.
*** Authorized capital of the Company, has been sub-divided from 1,00,000 (One Lakh) equity shares of Rs.
100/- (Rupees Hundred) each into 10,00,000 ( Ten Lakh) equity shares of Rs. 10/- each. Consequently Each Equity
Shares of face value of Rs. 100/- each has been split into 10 Equity Shares having face value of Rs. 10/- as
approved in EGM held on 17-12-2016. The calculation of outstanding shares, EPS and NAV for all reporting
period have been done after considering the sub division of shares with retrospective effect.
# 20,31,600 Equity shares of Rs. 10/- each were alloted as bonus shares on 15-02-2017 in the ratio of 3:1.
Accordingly, the EPS has been calculated taking retrospective effect of this bonus issue.

196
ANNEXURE IX: EARNING PER SHARE

As at As at March,31
Particulars December, 31
2016 2016 2015 2014 2013

A) Weighted Average Number of Equity

Shares of Rs.10 each

I) Number of shares at the beginning of

677,200 677,200 677,200 677,200 -
the year ***
II) Number of shares at the end of the
677,200 677,200 677,200 677,200 677,200
year ***
III) Weighted Average Number of Equity 2,708,80 2,708,80 2,708,80
2,708,800 2,708,800
Shares outstanding during the year** 0 0 0
IV) Weighted Average Number of
Potential Equity Shares outstanding - - - - -
during the year
V) Weighted Average Number of Equity 2,708,80 2,708,80 2,708,80
2,708,800 2,708,800
Shares for calculating Diluted EPS** 0 0 0

B) Net profit/ (Loss) after Tax

adjustments available for Equity 41.36 72.34 83.65 49.42 53.19
Shareholders (in Lakhs)

C) Basic Earning Per Share (in Ruppees)

1.53 2.67 3.09 1.82 1.96
{B/A(III)}**

D) Diluted Earning Per Share (in

1.53 2.67 3.09 1.82 1.96
Ruppees) {B/A(V)}*/**

* The Company does not have any diluted potential Equity Shares. Consequently the basic and diluted
profit/earning per share of the company remain the same.
**Earning Per Share (EPS) is calculated after adjusting for bonus equity shares issued, with retrospective effect
as provided in Accounting Standard (AS-20) - Earning per share, issued by the Institute of Chartered Accountant
of India.
*** Authorized capital of the Company, has been sub-divided from 1,00,000 (One Lakh) equity shares of Rs.
100/- (Rupees Hundred) each into 10,00,000 ( Ten Lakh) equity shares of Rs. 10/- each. Consequently Each Equity
Shares of face value of Rs. 100/- each has been split into 10 Equity Shares having face value of Rs. 10/- as
approved in EGM held on 17-12-2016. The calculation of outstanding shares, EPS and NAV for all reporting
period have been done after considering the sub division of shares with retrospective effect.
# 20,31,600 Equity shares of Rs. 10/- each were alloted as bonus shares on 15-02-2017 in the ratio of 3:1.
Accordingly, the EPS has been calculated taking retrospective effect of this bonus issue.

197
 Formula:

1 Net Profit attributable to Equity Shares

Weighted Average Number of Equity Shares
Outstanding during the period

2 Net Profit after Tax Adjustments

Net worth at the end of the year/ period

3 Net Worth excluding Revaluation Reserve at the end of

the period
Total Number of Equity Shares Outstanding at the end
of the year/period

4 Equity Share Capital plus reserves and Surplus less

Misc. Expenditure to the extent not written off

ANNEXURE X - STATEMENT OF CAPITALISATION

(Rs. in Lakhs)
Sr.
Particulars Pre issue Post issue
No

Debts
A. (a) Long Term Debt 1,047.07 1,047.07
B. (b) Short Term Debt 863.36 863.36

C. Total Debt 1,910.43 1,910.43

Equity Shareholders Funds

(a) Equity Share Capital 270.88 417.08
(b) Reserves and Surplus 96.79 973.99

D. Total Equity 367.67 1391.07

E. Total Capitalisation 2278.11 3301.51

Long Term Debt/ Equity Ratio (A/D) 2.85 0.75

Total Debt/ Equity Ratio (C/D) 5.20 1.37

Note:- Since 31-December-2016 (which is the last date as of which financial information has been given in the
para of this document) share capital was increased from Rs. 67.72 Lakhs to Rs. 270.88 Lakhs by the issue of
bonus shares through capitalization of reserves in the ratio of 3 shares for every 1 Shares held .

198
ANNEXURE XI- STATEMENT OF RELATED PARTY DISCLOSURES AS RESTATED

As required under Accounting Standard 18 "Related Party Disclosures" as notified pursuant to Company (Accounting Standard) Rules 2006, following are details of transactions
during the year with related parties of the company as defined in AS 18.

A. List of Related Parties and Relationships

Name of the Related party / Person

Description of
Sl. No. For the Nine months ended For the Year Ended, March 31
Relationship
December 31 2016 2016 2015 2014 2013
1 Key Managerial Parvind Kumar
Personnel Raj Kumar
2 Relatives of 1. Madan Lar
Promoter or KMP 2. Kamla Rani,
3. Parmod Kumar
4. Vinod Kumar
5. Tina garg
6. Sunila Garg
7. Sheel Garg
8. Pragun garg
9. Neelash Garg
10. Eshika Garg
11. Kritika garg
12. Nipun Garg
13. Soumya Garg

199
 3 Entiities over 1. Madan Lal HUF
which KMP & 2. Madan Lal & Sons HUF
relatives have 3. Parmod Kumar HUF
substantial control 4. Parvind Kumar HUF
5. Vinod Kumar HUF
6. Shivalik Steels & Alloys (P) Ltd.
7. Kamla Oleo (P) Ltd
8. Shree Ganesh Fats (P) Ltd.
9. Kamla Oils & Fats (P) Ltd.
10. Shib Charan Dass Industries (P) Ltd.
Note:- Related Party relationships are as identified by the Company and relied upon by the Auditors

B. Summary of transactions carried out with the related party in the ordinary course of business.

(Rs. in Lakhs)

Nature of Relationship / As at Dec, 31 Transactions for the Year ended March,31

Particulars
Name of the Party 2016
2016 2015 2014 2013

Entiities over which KMP & relatives have substantial

control
Madan Lal HUF - - - 15.29 33.50
Madan Lal & Sons HUF - - - 0.32 65.52
Parmod Kumar HUF - - - - 26.00
Loan Parvind Kumar HUF - - - 3.35 5.30
Accepted/ Vinod Kumar HUF - - - 9.76 -
Received Back Shree Ganesh Fats Pvt. Ltd. - - - 126.90 230.00
Shivalik Steels & Alloys Pvt. Ltd. - - - 190.00 -
Shib Charan Das Industries Pvt. Ltd. - - - 107.15 -

Key Managerial Person

Parvind Kumar - - - 1.48 3.30
Raj Kumar - - - 26.92 2.25

200
 Relatives of KMP
Eshika Garg - - - - 7.25
Kritika Garg - - - 1.10 13.00
Madan Lal - - - 35.35 20.07
Nipun Garg - - - 0.90 -
Pragun Garg - - - 0.39 1.28
Pramod Kumar - - - 16.52 -
Vinod Kumar - - - 1.79 34.00
Kamla Rani - - - 8.87 2.00
Sheel Garg - - - - 9.60
Shivani Garg - - - - 0.90
Sunila Garg - - - 0.15 10.20
Teena Garg - - - - 1.45

Entiities over which KMP & relatives have

substantial control
Madan Lal HUF - - 62.55 - -
Madan Lal & Sons HUF - - 85.13 - -
Parmod Kumar HUF - - 27.65 - 3.90
Parvind Kumar HUF - - 4.23 5.40 -
Loan
Vinod Kumar HUF - - - 9.76 -
Given/ Repaid
Shree Ganesh Fats Pvt. Ltd. - - 41.93 - -
Shivalik Steels & Alloys Pvt. Ltd. - - 20.65 - -
Shib Charan Das Industries Pvt. Ltd. - - 13.58 - -

Key Managerial Person

Parvind Kumar - - - - -
Raj Kumar - - 5.60 29.45 -

201
 Relatives of KMP
Eshika Garg - - - 8.70 -
Kritika Garg - - 18.06 - -
Madan Lal - - 64.58 - -
Nipun Garg - - 1.02 - -
Pragun Garg - - - 1.80 -
Pramod Kumar - - 2.26 14.42 -
Vinod Kumar - - 11.72 30.20 -
Kamla Rani - - 12.54 - -
Sheel Garg - - - - 9.80
Shivani Garg - - - - 0.93
Sunila Garg - - 0.16 - 10.38
Teena Garg - - - - 1.49

Entiities over which KMP & relatives have substantial

control

Expenses Shree Tirupati Sales - - - 1.17 -

-Purchases Kamla Enterprises - - - 517.73 -
Shree Ganesh Fats Pvt. Ltd. 1,842.80 367.78 - 503.37 -
Shib Charan Das Industries Pvt. Ltd. - - 312.93 - 6.31
Kamla Oil & fats Pvt. Ltd. 1,088.72 1,490.45 1,378.18 1,515.48 1,206.32

Entiities over which KMP &

Expenses
relatives have substantial control
-Purchase of
Fixed Assets
Shib Charan Das Industries Pvt. Ltd. - - 0.09 - 290.61

202
 Entiities over which KMP &
Expenses relatives have substantial control
-Purchase/ Sale
Expense Vinod Kumar - - 0.09 - 0.57

Entiities over which KMP & relatives have substantial

control
Madan Lal HUF - - 5.49 6.99 2.85
Madan Lal & Sons HUF - - 6.47 8.85 6.16
Parmod Kumar HUF - - 0.81 3.01 2.38
Parvind Kumar HUF - - 0.52 0.40 0.17
Shree Ganesh Fats Pvt. Ltd. 32.05 46.59 46.59 28.31 6.58
Shivalik Steels & Alloys Pvt. Ltd. 17.29 22.95 22.95 1.36 -
Shib Charan Das Industries Pvt. Ltd. 11.35 15.07 15.07 20.46 -

Key Managerial Person

Parvind Kumar - - 0.26 0.54 0.11
Expenses- Raj Kumar - - - 0.25 0.06
Interest
Relatives of KMP -
Eshika Garg - - - 0.97 0.65
Kritika Garg - - 1.38 1.88 1.17
Madan Lal - - 3.47 4.86 1.87
Nipun Garg - - 0.08 0.05 -
Pragun Garg - - - 0.02 0.11
Vinod Kumar - - 0.78 2.95 3.10
Kamla Rani - - 0.96 0.82 0.08
Sheel Garg - - - - 0.22
Sunila Garg - - - 0.01 0.20
Teena Garg - - - - 0.04

203
 Parmod Kumar - - 0.07 0.11 0.04
Entiities over which KMP & relatives have substantial
control
Income- Sales
Shree Ganesh Fats Pvt. Ltd. - 81.20 205.38 21.78 396.49
Shivalik Steels & Alloys Pvt. Ltd. 79.80 77.49 60.61 258.48 109.21
Shib Charan Das Industries Pvt. Ltd. - - - - 4.61
Kamla Oleo Pvt. Ltd. 447.29 103.02 734.12 54.47 1.25

Expenses
Entiities over which KMP &
- Commission
relatives have substantial control
&
Brokerage
Shivalik Steels & Alloys Pvt. Ltd. 8.22 19.31 12.77 8.56 0
Paid

Entiities over which KMP &

Income
relatives have substantial control
- Cash Discount
Received
Kamla Oil & fats Pvt. Ltd. 11.46 15.69 14.07 7.37 7.88

Entiities over which KMP &

Expenses relatives have substantial control
- Lease Rent
Shib Charan Das Industries Pvt. Ltd. 9.00 9.00 9.00 12.00 9.00

Income
Entiities over which KMP & relatives have substantial
- Sale of
control
Consumable
Stores
Shree Ganesh Fats Pvt. Ltd. - - 5.77 - 1.35

204
 Entiities over which KMP &
Income
relatives have substantial control
- Consignment
Sales
Shivalik Steels & Alloys Pvt. Ltd. 1,644.02 3,853.60 2,523.54 1,712.43 -

Key Managerial Person

Parvind Kumar 13.50 13.50 12.00 6.00 4.50

Raj Kumar 13.50 13.50 12.00 6.00 4.50

Relatives of KMP
Expenses
Remuneration Madan Lal - 12.00 3.00 6.00 4.50
Vinod Kumar - 12.00 18.00 - -
Sunila Garg 22.50 - - - -
Soumya Garg 22.50 - - - -
Kritika Garg 22.50 - - - -
Sheel Garg - 12.00 22.50 9.00 -
Neelesh Garg - - 12.00 - -

205
C. Outstanding Balance as at the end of the year

(Rs. in Lakhs)

Nature of Relationship / As at Dec, 31 Transactions for the Year ended March, 31

Name of the Party 2016
2016 2015 2014 2013
Key Managerial Person
Advances Given
Raj Kumar 2.25 - - - -

Relatives of directors and

shareholders
Advances Given
Soumya Garg 1.90 - - - -

Receivables
Enterprises owned & controlled by KMP or their Relatives

Trade Receivables

-Shivalik Steels and Alloys Pvt. Ltd. - 761.36 204.42 190.23 116.58
-Kamla Oleo Pvt. Ltd. 235.09 4.36 47.76 - -
-Shree Ganesh Fats Pvt. Ltd. - - - 285.93 471.39

Advances recoverable in cash or value

-Kamla Oil & Fats Pvt. Ltd. - - - - 38.40

Payables Key Managerial Person

Loans & Advances Taken

206
 Parvind Kumar - - - 5.36 3.40
Raj Kumar - - - - 2.31

Relatives of directors and shareholders

Loans & Advances Taken
- Eshika Garg - - - - 7.83
- Kritika Garg - - - 16.82 14.05
- Madan Lal - - - 61.46 21.75
- Pragun Garg - - - - 1.38
- Vinod Kumar - - - 11.02 36.78
- Parmod Kumar - - - 2.20 -
- Kamla Rani - - - 11.67 2.07
- Sunila Garg - - - 0.16 -
- Nipun Garg - - - 0.95 -

Other Creditors
- Kritika Garg 5.69 - - - -
- Sunila Garg 5.69 - - - -

Enterprises owned & controlled by KMP or

their Relatives

Trade Payables

-M/s Kamla Oil and Fats (P) Limited 388.66 79.99 86.99 8.57 -
-M/s Shib Charan Dass Industries (P) Limited 208.05 193.70 218.24 141.36 5.41
-M/s Shree Ganesh Fats (P) Limited - 367.78 - - -

Other Creditors

207
 -Shib Charan Dass Industries Pvt. Ltd. 0.62 2.52 - - -
-M/s Shivalik Steels and Alloys (P) Limited 339.25 - - - -

Loans & Advances Taken

- Madan Lal HUF - - - 57.61 36.05

- Madan Lal& Sons HUF - - - 79.30 71.04
-Parmod Kumar HUF - - - 26.93 24.23
-Parvind Kumar HUF - - - 3.76 5.45
-M/s Shib Charan Dass Industries (P) Limited 125.56 125.56 125.56 125.56 -
-M/s Shivalik Steels and Alloys (P) Limited 191.23 191.23 191.23 191.23 -
-M/s Shree Ganesh Fats (P) Limited 313.28 388.28 388.28 388.28 235.90

Interest accrued but not due on other Deposits/Borrowings

Entities over which KMP &
relatives have substantial control
-Shree Ganesh Fats Pvt. Ltd. 32.05
-Shivalik Steels & Alloys Pvt. Ltd. 17.29
-Shib Charan Das Industries Pvt. Ltd. 11.35

208
ANNEXURE - XII: STATEMENT OF TAX SHELTERS
(Rs. in Lakhs)
As at For the year ended March 31,
Particulars Dec 31,
2016 2016 2015 2014 2013
Profit before taxes, as restated A 59.86 105.24 122.73 72.89 78.64
Weighted Average Tax Rate (%) B 30.90% 30.90% 30.90% 30.90% 30.90%
Tax expense at weighted average rate
C 18.50 32.52 37.92 22.52 24.30
(A*B)
Adjustments:
Permanent Differences
Interest and penalty paid to Govt Deptt 0.10 1.61
Disallowance u/s 36 (i) (va) - 0.14 0.38 0.08 0.11
Donation - - 0.05 - -
Total Permanent Differences D - 0.14 0.53 1.69 0.11
Temporary Differences
Difference between Book depreciation and
7.57 (7.35) (31.65) (12.40) (26.58)
Tax depreciation
Provision for Gratuity Benefit to Employees 0.66 0.64 0.21 0.28
Company Setup Expenses - - - - 1.74
Preliminary Expenses W/off - (0.17) (0.17) (0.17) (0.17)
Loss setoff from PY - - - - -

Total Temporary Differences E 7.57 (6.87) (31.18) (12.36) (24.73)

Net Adjustments F= (D+E) F 7.57 (6.73) (30.66) (10.68) (24.63)

Tax expense/(saving) thereon (F*B) G 2.34 (2.08) (9.47) (3.30) (7.61)
Tax Liability after considering the effect
H 20.83 30.44 28.45 19.22 16.69
of Adjustment (C+G)
MAT Credit Utilized - - - - -
Tax Liability, After considering effect of
I 20.83 30.44 28.45 19.22 16.69
MAT Credit

Book Profit as Per MAT* J 59.86 105.24 122.73 72.89 78.64

MAT Rate K 19.31% 19.31% 19.31% 19.31% 19.31%
Tax Liability as per MAT (J*K) L 11.56 20.32 23.70 14.08 15.19
Current Tax being Higher of I or L M 20.83 30.44 28.45 19.22 16.69
MAT Credit Entitlement N - - - - -
Total Tax Expenses (M+N) O 20.83 30.44 28.45 19.22 16.69
Total Tax Expenses as per Income Tax
P - 30.44 28.45 19.22 16.69
Return ( before interest & penalty) *
NORM NORM NORM NORM NORM
Tax paid as per normal or MAT Q
AL AL AL AL AL
* The figures for the nine months ended December 31, 2016 are based on the provisional computation of Total
Income prepared by the company

209
ANNEXURE – XIII STATEMENT OF FINANCIAL INDEBTEDNESS

The details of indebtedness of our Company as at December 31, 2016, together with a brief description of certain
material covenants of the relevant financing agreements, are provided below:

A) Secured Loan

Outstandi
Sanction
Name Rate ng amount
ed Repaym
of of Securities Moratori as on
Guarantors Purpose Amount ent
Lender Intere offered um 31/12/2016
(Rs. in Schedule
Bank st (%) as per
Lakhs)
books
EMI of
Hypothecat
Raj Kumar 60
ion of Car
HDFC (Director of Car 10.01 Months
50.00 Purchased NA 13.04
Bank the Loan % starting
out of the
Company) from
loan
Feb'13
EMI of
Hypothecat
Raj Kumar 60
ion of Car
HDFC (Director of Car Months
16.84 9.65% Purchased NA 15.50
Bank the Loan starting
out of the
Company) from
loan
July'16
EMI of
Hypothecat
Raj Kumar 36
ion of Car
HDFC (Director of Car Months
59.04 9.36% Purchased NA 47.30
Bank the Loan starting
out of the
Company) from
loan
May'16
Raj Kumar EMI of
Hypothecat
Parvind 60
ion of
HDFC Kumar Machine 10.35 Months
115.75 Machinery NA 96.09
Bank (Directors ry Loan % starting
(Present
of the from
and Future)
Company) Nov'15
Hypothecat
ion of
Raj Stocks,
KumarParvi Book Debts
Workin
HDFC nd 10.35 and other On
g 1,800.00 NA 863.36
Bank Kumar(Dire % Current Demand
Capital
ctors of the Assets
Company) whether
present or
future
Total (A) 1,035.29

210
 B) Unsecured Loan from related party
(Rs. in Lakhs)
Outstanding
Rate of
Repayment amount as on
Name of the Lender Purpose Interest Moratorium
Schedule 31/12/2016 as
(%)
per books
-M/s Shib Charan Dass
Business Loan NIL On demand N/A 125.56
Industries (P) Limited
-M/s Shivalik Steels and
Business Loan NIL On demand N/A 191.23
Alloys (P) Limited
-M/s Shree Ganesh Fats (P)
Business Loan NIL On demand N/A 313.28
Limited

Total (B) 630.06

C) Unsecured Loan from others

(Rs. in Lakhs)
Outstanding
Rate of
Repayment Morator amount as on
Name of the Lender Purpose Interest
Schedule ium 31/12/2016 as
(%)
per books
Sarvottam Securities Private
Business Loan 9% On demand N/A 300.00
Limited
Total (C) 300.00
Grand Total (A+B+C) 1,965.35

211
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with
our restated financial statements as of and for the years ended March 31, 2016, 2015, 2014 and 2013 prepared in
accordance with the Companies Act, 2013 and Companies Act, 1956 to the extent applicable and Indian GAAP
and restated in accordance with the SEBI ICDR Regulations, including the schedules, annexure and notes thereto
and the reports thereon, included in “Financial Statements” beginning on page 158 of this Prospectus.
Indian GAAP differs in certain material respects from U.S. GAAP and IFRS. We have not attempted to quantify
the impact of IFRS or U.S. GAAP on the financial data included in this Prospectus, nor do we provide a
reconciliation of our financial statements to those under U.S. GAAP or IFRS. Accordingly, the degree to which
the Indian GAAP financial statements included in this Prospectus will provide meaningful information is entirely
dependent on the reader’s level of familiarity with the Companies Act, Indian GAAP and the SEBI ICDR
Regulations.
This discussion contains forward-looking statements and reflects our current views with respect to future events
and financial performance. Actual results may differ materially from those anticipated in these forward-looking
statements as a result of certain factors such as those set forth in “Risk Factors” and “Forward-Looking
Statements” beginning on pages 21 and 20 respectively, of this Prospectus.
BUSINESS OVERVIEW
Our Company was incorporated on June 15, 2012 as M K Proteins Private Limited. The Company was converted
into Public Limited Company vide fresh Certificate of Incorporation dated February 08, 2017 issued by Registrar
of Companies, NCT of Delhi & Haryana. The registered office of our company is situated at Naraingarh Road,
Vill. Garnala Ambala City, Haryana -134003.

Our Company is a manufacturing organization having its production/refining plant of Edible Oil at Ambala,
Haryana. Our manufacturing process involves refining of Crude Oil to obtain Refined Rice Bran Oil, Canola Oil,
Soya Bean Oil, Sunflower Oil and Rice Bran Bleached Oil. Our company also imports and trade in edible & non-
edible oils.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR

In the opinion of the Board of Directors of our Company, there have not arisen, since the date of the last financial
statements disclosed in this Prospectus, any significant developments or any circumstance that materially or
adversely affect or are likely to affect the profitability of our Company or the value of its assets or its ability to
pay its material liabilities within the next twelve months except as follows: -
1. The Authorized Capital of Rs. 1,00,00,000/- (Rupees One Crore only) consisting of 1,00,000 Equity shares
of face value of Rs. 100/- each was sub-divided into Rs. 1,00,00,000/- (Rupees One Crore only) consisting
of 10,00,000 Equity Shares of face value of Rs. 10/- each on December 17, 2016.
2. The Authorized Capital of Rs. 1,00,00,000/- (Rupees One Crore only) consisting of 10,00,000 Equity Shares
of face value of Rs. 10/- each was increased to Rs. 5,00,00,000/- (Rupees Five Crore only) consisting of
50,00,000 Equity Shares of face value of Rs. 10/- each on January 20, 2017
3. Allotment of 20,31,600 Equity Shares of Rs. 10 each as bonus shares in the ratio 3:1 on February 15, 2017.
4. The Company was converted into Public Limited Company vide fresh Certificate of Incorporation dated
February 08, 2017 issued by Registrar of Companies, NCT of Delhi & Haryana.
5. The Issue has been authorized pursuant to a resolution of our Board dated February 15, 2017 and by Special
Resolution passed under Section 62 (1) (c) of the Companies Act, 2013 at an Annual General Meeting of our
shareholders held on February 16, 2017.

212
SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our business is subjected to various risks and uncertainties, including those discussed in the section titled “Risk
Factor” beginning on page 21 of this Prospectus. Our results of operations and financial conditions are affected
by numerous factors including the following:
• Fluctuation in price of Raw Material/Traded goods.
• Company’s results of operations and financial performance.
• Performance of Company’s competitors.
• Changes, if any, in the regulations / regulatory framework / economic policies in India and / or in foreign
countries, which affect national & international finance.
• Significant developments in India’s environmental regulations.

DISCUSSION ON RESULT OF OPERATION

The following discussion on results of operations should be read in conjunction with the audited financial results
of our Company for years ended March 31, 2016, 2015, 2014 and 2013.
Overview of Revenue & Expenditure

Revenues
Our Company’s revenue is primarily generated from sale of edible oil manufactured by us as also trading in
imported edible/non-edible oils:-
(Rs. In Lakhs)
As at March 31
Particulars
2016 2015 2014 2013
Income
Revenue from Operations 14475.34 12323.33 12173.31 8540.11
Increase/Decrease in % 17.46 1.23 42.54 -
Other Income 0.45 - - -
Increase/Decrease in % - - - -
Total Revenue 14475.79 12323.33 12173.31 8540.11

The following is the Income mix in terms of value of total income of our Company for different services.
(Rs. In Lakhs)
As at March 31
Particulars
2016 2015 2014 2013
Revenue from Operation
Gross Sale of Products 13764.70 10082.36 10606.95 7370.24
Less: Excise Duty (25.32) (25.68) (43.85) (19.37)
Net Sale of Products 13739.39 10056.68 10563.10 7350.88
Traded Goods 683.02 2210.06 1566.40 1141.48
Other Operating Revenue
Cash Discount Received 52.93 56.59 43.81 47.75
Total Revenue from Operation 14475.34 12323.33 12173.31 8540.11

213
The following is the Income mix in terms of percentage of total income of our Company for different services.

As at March 31
Particulars
2016 2015 2014 2013
Revenue from Operation
Sale of Products 95.09% 81.82% 87.13% 86.30%
Less: Excise Duty (0.17%) (0.21%) (0.36%) (0.23%)
Net Sale of Products 94.92% 81.61% 86.77% 86.07%
Traded Goods 4.72% 17.93% 12.87% 13.37%
Other Operating Revenue 0.37% 0.46% 0.36% 0.56%
Total Revenue from Operation 100.00% 100.00% 100.00% 100.00%

Other Income

Other income consists of Interest income.

(Rs. In Lakhs)
As at March 31
Particulars
2016 2015 2014 2013
Interest income 0.45 - - -
Total Other Income 0.45 - - -

The following is mix in terms of percentage of other income of our Company for other incomes:

As at March 31
Particulars
2016 2015 2014 2013
Interest income 100.00% 0.00% 0.00% 0.00%
Total Other Income 100.00% 0.00% 0.00% 0.00%

Trade Receivables
The following table presents the details of our Company’s trade receivables:

As at March 31
Particulars
2016 2015 2014 2013
Unsecured and Considered Good
Outstanding for a period not exceeding six months 1,066.30 542.95 337.59 738.26
As a % of total Trade receivables 100.00% 100.00% 54.14% 100.00%
Outstanding for a period exceeding six months - - 285.93 -
As a % of total Trade receivables 0.00% 0.00% 45.86 0.00%
Less: Provision for doubtful debts - - - -
As a % of total Trade receivables 0.00% 0.00% 0.00% 0.00%
Total Trade receivables 1066.30 542.95 623.52 738.26
Avg. Trade receivables 804.63 583.23 680.89 -
Trade receivables Turnover Ratio 13.58 22.70 19.52 11.57
Average Collection Period ( in days) 26.89 16.08 18.70 31.55

214
Expenditure
Our Company’s operating expenditure consists of following:-
• Cost of Materials Consumed and Change in Inventories, Manufacturing Expenses, Employees benefit
expenses, Finance Cost, Depreciation & Amortization Expenses and Other Expenses.
RESULTS OF OPERATIONS
Statement of profits and losses
The following table sets forth, for the fiscal years indicated, certain items derived from our Company’s audited
restated financial statements, in each case stated in absolute terms and as a percentage of total sales and/or total
revenue.
(Rs. In Lakhs)
For The Year Ended March 31,
Particulars
2016 2015 2014 2013
INCOME
Revenue from Operations
Revenue 14475.34 12323.33 12173.31 8540.11
Increase/Decrease in % 17.46 1.23 42.54 -
Other Income 0.45 0.00 0.00 0.00
Increase/Decrease in % - - - -
Total Revenue 14475.79 12323.33 12173.31 8540.11
EXPENDITURE
Cost of Materials Consumed including change in
Inventories 12308.41 9147.08 9651.63 6861.42
As a % of Total Revenue 85.03 74.23 79.29 80.34
Manufacturing Expense 846.21 377.47 525.98 290.39
As a % of Total Revenue 5.85 3.06 4.32 3.40
Traded Goods 667.73 2183.96 1550.83 1108.01
As a % of Total Revenue 4.61 17.72 12.74 12.97
Employee Benefits Expense 129.86 104.25 65.57 35.70
As a % of Total Revenue 0.90 0.85 0.54 0.42
Finance Cost 232.39 228.09 173.64 61.31
As a % of Total Revenue 1.61 1.85 1.43 0.72
Depreciation and Amortisation Expenses 90.02 66.99 35.87 23.08
As a % of Total Revenue 0.62 0.54 0.29 0.27
Other Expenses 95.93 92.75 96.90 81.55
As a % of Total Revenue 0.66 0.75 0.80 0.95
Total Expenditure 14370.55 12200.59 12100.42 8461.46
As a % of Total Revenue 99.27 99.00 99.40 99.08
Profit Before Exceptional & Extraordinary items
and tax 105.24 122.74 72.90 78.65
As a % of Total Revenue 0.73 1.00 0.60 0.92
Exceptional Items 0.00 0.00 0.00 0.00

215
 As a % of Total Revenue 0.00 0.00 0.00 0.00
Extraordinary Items 0.00 0.00 0.00 0.00
As a % of Total Revenue 0.00 0.00 0.00 0.00
Profit before tax 105.24 122.74 72.90 78.65
PBT Margin 0.73% 1.00% 0.60% 0.92%
Tax expense :
(i) Current tax 30.78 29.45 19.65 17.81
(ii) Deferred Tax Liability/(Assets) 2.12 9.64 3.82 7.64
Total 32.90 39.09 23.47 25.45
As a % of Total Revenue 22.73% 31.72% 19.28% 29.80%
Profit for the year 72.34 83.66 49.43 53.20
PAT Margin 0.50% 0.68% 0.41% 0.62%
Cash Profit 162.36 150.65 85.29 76.28
Cash Profit Margin 1.12% 1.22% 0.70% 0.89%

FISCAL YEAR ENDED MARCH 31, 2016 COMPARED WITH THE FISCAL YEAR ENDED MARCH
31, 2015
Total Revenue
Total revenue increased by Rs. 2152.46 Lacs and 17.47% from Rs. 12323.33 lacs in the fiscal year ended March
31, 2015 to Rs. 14475.79 lacs in the fiscal year ended March 31, 2016. The revenue has increased due to increase
in manufacturing sale on account of higher orders.
Total Expenditure
Total Expenditure increased by Rs. 2169.95 Lacs and 17.79%, from Rs. 12200.77 Lacs in the fiscal year ended
March 31, 2015 to Rs. 14370.72 Lacs in the fiscal year ended March 31, 2016. Overall expenditure has increased
mainly due to increase in our cost of material consumed commensurate to increase in sale.
Cost of Materials consumed including Change in Inventories
The Cost of Materials consumed including Change in Inventories in terms of value and percentage increased by
Rs. 3161.33 Lacs and 34.56%, from Rs. 9147.08 Lacs in the fiscal year ended March 31, 2015 to Rs. 12308.41
Lacs in the fiscal year ended March 31, 2016. The Cost of material consumed has increased commensurate to the
increase in sale of products & price also.
Manufacturing Expense
Manufacturing Expense increased by Rs. 468.74 Lacs and 124.18%, from Rs. 377.47 Lacs in the fiscal year ended
March 31, 2015 to Rs. 846.21 Lacs in the fiscal year ended March 31, 2016. Manufacturing Expense has increased
mainly due to increase in purchase expenses, power & fuel expenses, Custom Duty on Imported Material
expenses, and machinery repair & maintenance expenses.
Traded Goods
Purchase of Traded Goods decreased by Rs. 1516.23 Lacs and 69.43%, from Rs. 2183.96 Lacs in the fiscal year
ended March 31, 2015 to Rs. 667.73 Lacs in the fiscal year ended March 31, 2016. Decrease in purchase of traded
goods is mainly due to lower imports as margins were not attractive.
Employee Benefit Expenses
Employee Benefit Expenses in terms of value and percentage increased by Rs. 25.61 Lacs and 24.57% from Rs.
104.25 Lacs in the fiscal year ended March 31, 2015 to Rs. 129.86 Lacs in the fiscal year ended March 31, 2016.
Overall employee cost has increased due to increase in no. of employees, general increment in salary.

216
Finance Costs
Finance Costs in terms of value and percentage increased by Rs. 4.30 Lacs and 1.89% from Rs. 228.09 Lacs in
the fiscal year ended March 31, 2015 to Rs. 232.39 Lacs in the fiscal year ended March 31, 2016. Finance Costs
has increased due to increase in interest out go on cash credit and decrease in interest out go on other borrowings.
Depreciation & Amortization Expenses

Depreciation in terms of value increased by Rs.23.03 Lacs or 34.37% from Rs 66.99 Lacs in the fiscal year ended
March 31, 2015 to Rs. 90.02 Lacs in the fiscal year ended March 31, 2016. Increase in depreciation is due to
addition of plant machinery & equipment.
Other Expenses
Other Expenses in terms of value and percentage increased by Rs. 3.18 Lacs and 3.43% from Rs. 92.75 Lacs in
the fiscal year ended March 31, 2015 to Rs. 95.93 Lacs in the fiscal year ended March 31, 2016. Other Expenses
has increased mainly due to increase in brokerage & commission paid, sales expenses, telephone & mobile
charges.
Profit before exceptional & extraordinary items and Tax
Profit before exceptional & extraordinary items and Tax has decreased by Rs. 17.50 Lacs and 14.26% from Rs.
122.74 Lacs in the fiscal year ended March 31, 2015 to Rs. 105.24 Lacs in the fiscal year ended March 31, 2016.
Profit before exceptional & extraordinary items and Tax has decreased due to increase in overall expenditure.
Net Profit after Tax and Extraordinary items
Net Profit has decreased by Rs. 11.32 Lacs and 13.53% from profit of Rs. 83.66 Lacs in the fiscal year ended
March 31, 2015 to profit of Rs. 72.34 Lacs in the fiscal year ended March 31, 2016. Net profit has decreased due
to increase in overall expenditure.
FISCAL YEAR ENDED MARCH 31, 2015 COMPARED WITH THE FISCAL YEAR ENDED MARCH
31, 2014
Total Revenue
Total revenue increased by Rs. 150.02 Lacs and 1.23%, from Rs. 12173.31 Lacs in the fiscal year ended March
31, 2014 to Rs. 12323.33 Lacs in the fiscal year ended March 31, 2015. The revenue has increased due to increase
in sale of traded goods and decrease in sale of manufacturing goods.
Total Expenditure
Total Expenditure increased by Rs. 100.17 Lacs, and 0.83%, from Rs. 12100.60 Lacs in the fiscal year ended
March 31, 2014 to Rs. 12200.77 Lacs in the fiscal year ended March 31, 2015. Overall expenditure has increased
mainly due to increase in overall expenditure commensurate to increase in revenue.
Cost of Material Consumed Including Change in Inventories
The Cost of material consumed in terms of value and percentage decreased by Rs. 504.55 Lacs and 5.23%, from
Rs. 9651.63 Lacs in the fiscal year ended March 31, 2014 to Rs. 9147.08 Lacs in the fiscal year ended March 31,
2015. Overall cost of material consumed has decreased mainly due to decrease in manufacturing activities.
Manufacturing Expense
Manufacturing Expense decreased by Rs. 148.51 Lacs and 28.23%, from Rs. 525.98 Lacs in the fiscal year ended
March 31, 2014 to Rs. 377.47 Lacs in the fiscal year ended March 31, 2015. Manufacturing Expense has decreased
mainly due to decrease in purchase expenses, power & fuel expenses, Custom Duty on Imported Material
expenses, and machinery repair & maintenance expenses.

217
Purchase of Traded Goods
Purchase of Traded Goods increased by Rs. 633.13 Lacs and 40.83%, from Rs. 1550.83 Lacs in the fiscal year
ended March 31, 2014 to Rs. 2183.96 Lacs in the fiscal year ended March 31, 2015. Increase in purchase of traded
goods is mainly due tohigher imports of edible/non-edible oils due to better margin realisation..
Employee Benefit Expenses
Employee benefit expenses in terms of value and percentage increased by Rs. 38.68 Lacs and 58.99% from Rs.
65.57 Lacs in the fiscal year ended March 31, 2014 to Rs. 104.25 Lacs in the fiscal year ended March 31, 2015.
Overall employee cost has increased mainly due to increase in no. of employees, increase in director’s
remuneration and general increase in worker’s salary.
Finance Costs
Finance Costs in terms of value and percentage increased by Rs. 54.45 Lacs and 31.36% from Rs. 173.64 Lacs in
the fiscal year ended March 31, 2014 to Rs. 228.09 Lacs in the fiscal year ended March 31, 2015. Finance Costs
has increased mainly due to increase in interest outgo on cash credit and on borrowings from other.
Depreciation & Amortization

Depreciation in terms of value increased by 31.13 Lacs and 86.79% from Rs 35.87 Lacs in the fiscal year ended
March 31, 2014 to Rs. 66.99 Lacs in the fiscal year ended March 31, 2015. Increase in depreciation was due to
additions to plant & machinery and boiler & change in depreciation rate as per Schedule II of Companies Act
2013.
Other Expenses
Other Expenses in terms of value and percentage decreased by Rs. 4.15 Lacs and 4.28% from Rs. 96.90 Lacs in
the fiscal year ended March 31, 2014 to Rs. 92.75 Lacs in the fiscal year ended March 31, 2015. Other Expenses
has increased mainly due decrease in lease rent and sales expenses, car running and maintenance, sales expenses,
and increase in brokerage & commission, building repairs and maintenance and telephone & mobile charges.
Profit before exceptional & extraordinary items and Tax
Profit before exceptional & extraordinary items and Tax has increased by Rs. 49.84 Lacs and 68.38% from Rs.
72.90 Lacs in the fiscal year ended March 31, 2014 to Rs. 122.74 Lacs in the fiscal year ended March 31, 2015.
Profit before exceptional & extraordinary items and Tax has increased due to efficient realization of resources.
Net Profit after Tax and Extraordinary items
Net Profit has increased by Rs. 34.23 Lacs and 69.24% from Rs. 49.43 Lacs in the fiscal year ended March 31,
2014 to Rs. 83.66 Lacs in the fiscal year ended March 31, 2015. Net profit has increased due to efficient realization
of resources
FISCAL YEAR ENDED MARCH 31, 2014 COMPARED WITH THE FISCAL YEAR ENDED MARCH
31, 2013

Total Revenue
Total revenue increased by Rs. 3633.20 Lacs and 42.54%, from Rs. 8540.11 Lacs in the fiscal year ended March
31, 2013 to Rs. 12173.31 Lacs in the fiscal year ended March 31, 2014. The revenue has increased due to increase
in sale of manufacturing products and traded goods.
Total Expenditure
Total Expenditure increased by Rs. 3640.69 Lacs and 43.03%, from Rs. 8459.91 Lacs in the fiscal year ended
March 31, 2013 to Rs. 12100.60 Lacs in the fiscal year ended March 31, 2014. Overall expenditure has increased
mainly due to increase in our cost of material consumed and overall increase in expenditure in relation to increase
in revenue.

218
Cost of Materials Consumed Including Change in Inventories
The Cost of Materials including Change in Inventories in terms of value and percentage increased by Rs. 3025.80
Lacs and 42.31% from Rs. 7151.81 Lacs in the fiscal year ended March 31, 2013 to Rs. 10177.61 Lacs in the
fiscal year ended March 31, 2014. The Cost of material consumed has increased commensurate to the increase in
sale of products.
Manufacturing Expense
Manufacturing Expense increased by Rs. 235.58 Lacs and 81.13%, from Rs. 290.39 Lacs in the fiscal year ended
March 31, 2013 to Rs. 525.98 Lacs in the fiscal year ended March 31, 2014. Manufacturing Expense has increased
mainly due to increase in purchase expenses, power & fuel expenses, Custom Duty on Imported Material
expenses, and machinery repair & maintenance expenses and increase in Consumable store and Spares Consumed.
Traded Goods
Purchase of Traded Goods increased by Rs. 442.82 Lacs and 39.97%, from Rs. 1108.01 Lacs in the fiscal year
ended March 31, 2013 to Rs. 1550.83 Lacs in the fiscal year ended March 31, 2014. Increase in purchase of traded
goods is mainly due to increase in import of edible/non-edible oils.
Employee Benefit Expenses
Employee benefit expenses in terms of value and percentage increased by Rs. 29.87 Lacs and 83.66% from Rs.
35.70 Lacs in the fiscal year ended March 31, 2013 to Rs. 65.57 Lacs in the fiscal year ended March 31, 2014.
Overall employee cost has increased mainly due to increase in no. of employees, general increments, and staff
welfare expenses.
Finance Costs

Finance Costs in terms of value and percentage increased by Rs. 112.33 Lacs and 183.22% from Rs. 61.31 Lacs
in the fiscal year ended March 31, 2013 to Rs. 173.64 Lacs in the fiscal year ended March 31, 2014. Finance Costs
has increased mainly due to increase in payment of interest on cash credit and interest paid to others.
Depreciation & Amortization

Depreciation & Amortization in terms of value increased by 12.79 Lacs and 55.41% from Rs 23.08 Lacs in the
fiscal year ended March 31, 2013 to Rs. 35.87 Lakh in the fiscal year ended March 31, 2014. Increase in
depreciation is mainly due to addition of generator set.
Other Expenses
Other Expenses in terms of value and percentage increased by Rs. 15.35 Lacs and 18.82% from Rs. 81.55 Lacs
in the fiscal year ended March 31, 2013 to Rs. 96.90 Lacs in the fiscal year ended March 31, 2014. Other Expenses
has increased mainly due to increase in brokerage and commission paid, building repairs and maintenance, car
running & maintenance, lease rent paid, legal & professional charges, telephone & mobile expenses and decrease
in sales expenses.
Profit before Exceptional & Extraordinary items and Tax
Profit before exceptional & extraordinary items and tax has decreased by Rs. 5.75 Lacs and 7.31% from Rs. 78.65
Lacs in the fiscal year ended March 31, 2013 to Rs. 72.90 Lacs in the fiscal year ended March 31, 2014. Profit
before exceptional & extraordinary items and tax has decreased due to increase in overall expenditure.
Net Profit after Tax and Extraordinary items
Net Profit has decreased by 3.77 Lacs and 7.09% from Rs. 53.20 Lacs in the fiscal year ended March 31, 2013 to
Rs. 49.43 Lacs in the fiscal year ended March 31, 2014. Net profit has decreased due to increase in overall
expenditure.

219
OTHER MATTERS
1. Unusual or infrequent events or transactions
Except as described in this Prospectus, during the periods under review there have been no transactions or events,
which in our best judgment, would be considered unusual or infrequent.
2. Significant economic changes that materially affected or are likely to affect income from continuing
operations
Other than as described in the section titled “Risk Factors” beginning on page 21 of this Prospectus respectively,
to our knowledge there are no known significant economic changes that materially affected or are likely to affect
income from continuing operations.
3. Known trends or uncertainties that have had or are expected to have a material adverse impact on
revenue or income from continuing operations
Other than as described in the section titled “Risk Factors beginning on page 21 of this Prospectus respectively
to our knowledge there are no known trends or uncertainties that have or had or are expected to have a material
adverse impact on revenues or income of our Company from continuing operations.
4. Future relationship between Costs and Income
Our Company’s future costs and revenues will be determined by demand of our products, government policies
and availability of agricultural products like rice, sunflower oil etc.

5. The extent to which material increases in net revenue are due to increase in sale of our products.
Increases in revenues are by and large linked to increases in volume of business activities carried out by the
Company.
6. Total turnover of each major industry segment in which the issuer company operates.
The Company is operating in edible oil industry, Relevant industry data, as available, has been included in the
chapter titled “Our Industry” beginning on page 91 of this Prospectus.
7. Status of any publicly announced new products or business segments
Our Company has not announced any new products and segment / scheme, other than through this Prospectus.

8. The extent to which the business is seasonal

Our Company business is seasonal in nature. The season is from November to May. Rest of the period our
company imports edible / non-edible oil & process it before selling.
9. Any significant dependence on a single or few suppliers or customers.
Our business is not significantly dependent on any suppliers or customers.
10. Competitive Conditions
We face competition from existing and potential competitors which is common for any business. We have, over
a period of time, developed certain competitive strengths which have been discussed in section titled “Our
Business” on page 97 of this Prospectus.

220
 SECTION VI- LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS
Except as stated below there are no outstanding litigations, suits, criminal or civil prosecutions, proceedings or
tax liabilities against/by the Company, its Directors, its Promoters and its Group Companies and there are no
defaults, non-payment of statutory dues, over-dues to banks/financial institutions, defaults against banks/financial
institutions by the Company, default in creation of full security as per terms of issue/other liabilities, no amounts
owed to small scale undertakings or any other creditor exceeding Rs. 1 lakh, which is outstanding for more than
30 days, no proceedings initiated for economic/civil/any other offences (including past cases where penalties may
or may not have been awarded and irrespective of whether they are specified under Schedule V to the Companies
Act, 2013) other than unclaimed liabilities of our Company and no disciplinary action has been taken by SEBI or
any stock exchange against the Company, its Promoter, its Directors and Group Companies.
Further, except as stated herein, there are no past cases in which penalties have been imposed on the Company,
its Promoter, its Directors or its Group Companies, and there is no outstanding litigation against any other
Company whose outcome could have a material adverse effect on the position of the Company. Further, there are
no cases of litigation, defaults etc. in respect of companies/firms/ventures with which the Promoter was associated
in the past but are no longer associated, in respect of which the name(s) of the Promoter continues to be
associated.
Further, apart from those as stated below, there are no show-cause notices / claims served on the Company, its
Promoter, its Directors or it’s Group Companies from any statutory authority / revenue authority that would have
a material adverse effect on our business.
LITIGATION RELATING TO THE COMPANY

Cases Filed Against Our Company

Nil

Cases Filed By Our Company

Nil

Cases Pending with Tax Authorities

Details of Cases pending in Income Tax Department:

Outstanding Demand Pending with

A.Y. Section
(Amount in Rs.) Jurisdiction
2013-14 154 8,610 CPC

Details of Outstanding demand in respect of TDS:

A total demand of Rs. 61,655/- is outstanding in respect of TDS as on March 03, 2016 for various assessment
years.

LITIGATIONS RELATING TO THE PROMOTERS OF OUR COMPANY

CASES FILED BY OUR PROMOTERS

Nil
CASES FILED AGAINST OUR PROMOTERS
Nil

221
Cases Pending with Tax Authorities

• Mr. Vinod Kumar

Details of Cases pending in Income Tax Department:

Outstanding Demand Pending with

A.Y. Section
(Amount in Rs.) Jurisdiction
2011-12 143(1)(a) 11,940 Assessing Officer

• Parmod Kumar (HUF)

Details of Cases pending in Income Tax Department:

Outstanding Demand Pending with

A.Y. Section
(Amount in Rs.) Jurisdiction
2008-09 154 1,009 Assessing Officer

2009-10 220(2) 272 CPC

LITIGATIONS RELATING TO THE DIRECTORS OTHER THAN PROMOTERS OF THE COMPANY

CASES FILED AGAINST THE DIRECTORS

Nil

CASES FILED BY THE DIRECTORS

Nil
LITIGATIONS RELATING TO THE GROUP COMPANIES
CASES FILED AGAINST THE GROUP COMPANIES
Nil
CASES FILED BY THE GROUP COMPANIES

• Case filed with Shree Ganesh Fats Private Limited

Shree Ganesh Fats Private Limited had filed for refund of electricity charges deposited on account of alleged theft
before the Appellate Commissioner, H.P. State Electricity Board. The Company had already won the case against
The H.P. State Electricity Board before The Court of Divisional Commissioner, Shimla Division.

Cases Pending with Tax Authorities

• Kamla Oils and Fats Private Limited

Details of Cases pending in Income Tax Department:

Outstanding Demand Pending with

A.Y. Section
(Amount in Rs.) Jurisdiction
2010-11 220(2) 312 CPC

2011-12 220(2) 140 CPC

2012-13 154 3,12,080 CPC

222
Details of Outstanding demand in respect of TDS:

A total demand of Rs. 32,490/- is outstanding in respect of TDS as on March 03, 2016 for various assessment
years.

• Kamla Oleo Private Limited

Details of Outstanding demand in respect of TDS:

A total demand of Rs. 3,74,885/- is outstanding in respect of TDS as on March 03, 2016 for various assessment
years.

• Shree Ganesh Fats Private Limited

Details of Cases pending in Income Tax Department:

Outstanding Demand Pending with

A.Y. Section
(Amount in Rs.) Jurisdiction
2008-09 154 52,660 Assessing Officer

2008-09 143(1) 14,09,719 Assessing Officer

2009-10 143(3) 9,750 Assessing Officer

2011-12 143(1)(a) 6,03,710 CPC

Details of Outstanding demand in respect of TDS:

A total demand of Rs. 3,67,937/- is outstanding in respect of TDS as on March 03, 2016 for various assessment
years.

• Shib Charan Dass Industries Private Limited

Details of Cases pending in Income Tax Department:

Outstanding Demand Pending with

A.Y. Section
(Amount in Rs.) Jurisdiction
2007-08 143(3) 3,534 Assessing Officer

2014-15 143(1)(a) 18,360 CPC

• Shivalik Steels And Alloys Private Limited

Details of Cases pending in Income Tax Department:

Outstanding Demand Pending with

A.Y. Section
(Amount in Rs.) Jurisdiction
2009-10 154 12,800 Assessing Officer

2011-12 143(1)(a) 54,800 CPC

223
 2014-15 - 1,32,110 CPC

2015-16 143(1)(a) 2,01,950 CPC

2016-17 143(1)(a) 3,07,780 CPC

Details of Outstanding demand in respect of TDS:

A total demand of Rs. 10,21,420/- is outstanding in respect of TDS as on March 03, 2016 for various assessment
years.
LITIGATIONS RELATING TO THE DIRECTORS OF GROUP COMPANIES
CASES FILED AGAINST THE DIRECTORS OF GROUP COMPANIES
Nil
CASES FILED BY THE DIRECTORS OF GROUP COMPANIES
Nil
PAST CASES IN WHICH PENALTIES HAVE BEEN IMPOSED ON THE COMPANY
There are no cases in the last five years in which penalties have been imposed on the Company.
CREDITORS OF THE COMPANY FOR THE AMOUNT EXCEEDING RS. 1 LAKHS OUTSTANDING
FOR MORE THAN 30 DAYS
The Company has total of 26 trade creditors as on December 31, 2016 for the total amount of Rs. 13,11,97,692/-
which is outstanding for more than 30 days.
MATERIAL DEVELOPMENTS
Except as stated in the chapter titled “Management’s Discussion and Analysis of Financial Conditions and Results
of Operations” beginning on page 212 of this Prospectus, no material developments have taken place after
December 31, 2016, the date of the latest balance sheet, that would materially adversely affect the performance
of Prospectus of the Company. In accordance with SEBI requirements, our Company and the Lead Manager shall
ensure that investors are informed of material developments until such time as the grant of listing and trading
permission by the NSE.
We certify that except as stated herein above:
a. There are no pending proceedings for offences for non-payment of statutory dues by the Promoters of
the Company.
b. There are no cases of litigation pending against the Company or against any other Company in which
Directors are interested, whose outcome could have a materially adverse effect on the financial position
of the Company.
c. There are no pending litigation against the Promoters/ Directors in their personal capacities and also
involving violation of statutory regulations or criminal offences.
d. There are no pending proceedings initiated for economic offences against the Directors, Promoters,
Companies and firms promoted by the Promoters.
e. There are no outstanding litigation, defaults etc. pertaining to matters likely to affect the operations and
finances of the Company including disputed tax liability or prosecution under any enactment.
f. There are no litigations against the Promoter / Directors in their personal capacity.
g. The Company, its Promoters and other Companies with which promoters are associated have neither
been suspended by SEBI nor has any disciplinary action been taken by SEBI.

224
 h. Following are the trade creditors as on December 31, 2016 to whom Company owes sum exceeding Rs.
1,00,000 and are outstanding for more than 30 days as certified by the management of Our Company.

Sr. No. Organization Amount (In Rs.)

1. Kamla Oil and Fats (P) Limited, Saha 3,88,66,351
2. Shib Charan Dass Industries (P) Limited, Ambala 2,08,05,186
3. M/s S. M. Foods, Shahabad 1,19,46,308
4. M/s Vinayak Agro Products, Charkhi Dadri 1,18,98,406
5. Nath Solvent Extractions (P) Limited, Mohra 70,34,019
6. M/s Gaurav Kumar Deepak Kumar, Fatehabad 66,25,787
7. M/s Tiwana Oil Mills (P) Limited, Kharori 54,57,763
8. M/s Ritsh Agro (P) Limited, Khanna 49,44,936
9. Shreyans Oils Limited, Khanna 34,15,070
10. Chaudhary Solvex (P) Limited, Tohana 32,51,014
11. Adi Oils & Fats (P) Limited, Ambala City 30,96,872
12. M/s Shri Vitrag Extractions, Dhand 27,64,062
13. R. S. Solvent Extractions Limited, Kaithal 24,63,643
14. Shree Ganesh Solvex (P) Limited 16,46,452
15. Kurukshetra Foods (P) Limited, Shahabad 14,28,880
16. M/s Silvoc Earth & Chemical,Ghaziabad 14,00,420
17. M. R. Shah Logistics (P) Limited 12,22,178
18. Nandhni Bleachwell (P) Limited, Ghaziabad 5,25,690
19. M/s JVM Mine Chem, Mehsana 5,24,790
20. M/s Vasudha Chemicals, Jind 5,10,735
21. M/s M. R. Chemicals Sales Corporation, Patiala 5,00,000
22. Sh. Jasmer Singh (Chilkawala) 2,24,378
23. Sh. Pawan Kumar (Chilkawala) 2,00,000
24. M/s Swastik Industrial Textiles, Indore 1,75,400
25. Sh. Suresh (Chilkawala) 1,38,548
26. M/s Mangal Sain Kundan Lal, Ambala Cantt 1,30,804

Total 13,11,97,692

225
 GOVERNMENT AND OTHER STATUTORY APPROVALS
We have received the necessary consents, licenses, permissions and approvals from the Government and various
governmental agencies required for our present business and except as mentioned below, and no further approvals
are required for carrying on our present business or to undertake the Issue. Unless otherwise stated, these approvals
are all valid as on the date of this Prospectus.
I. APPROVALS FOR THE ISSUE
Corporate Approvals
1. Our Board has, pursuant to a resolution passed at its meeting held on February 15, 2017 authorized the Issue.
2. Our shareholders have pursuant to a resolution passed at their meeting dated February 16, 2017 under Section
62(1)(c) of the Companies Act 2013, authorized the Issue.
Approvals from Lenders
1. The Company has obtained approval vide letter dated March 07, 2017 from HDFC Bank Limited.
II. INCORPORATION DETAILS
1. Corporate Identity Number: U15500HR2012PLC046239.
2. Certificate of Incorporation dated June 15, 2012 issued by the Registrar of Companies, National Capital
Territory of Delhi & Haryana.
3. Fresh Certificate of Incorporation dated February 08, 2017 issued by the Registrar of Companies, National
Capital Territory of Delhi & Haryana, consequent upon change of name of the company.
III. APPROVALS/ LICENSES IN RELATION TO THE BUSINESS OF OUR COMPANY
We require various approvals and/ or licenses under various rules and regulations to conduct our business.
Some of the material approvals required by us to undertake our business activities are set out below:
A. Under Direct and Indirect Laws

Special
Sr. Nature of License / Particulars of License Validity
Authority conditions, if
No. Approvals / Approvals Period
any
1. Registration in Income Tax PAN: AAHCM9854C Perpetual
Income Tax Department, -
Department Government of
India
2. Allotment of Tax Income Tax
TAN No.: Perpetual TAN shall be
Deduction Account Department,
RTKM06920E quoted while
Number (TAN) Government of
furnishing TDS
India
returns
including e-
TDS return.
3. Haryana Value Excise &
TIN No.: 06291043467 Perpetual
Added Tax Act, Taxation
2003 Officer, Ambala
City

226
 Special
Sr. Nature of License / Particulars of License Validity
Authority conditions, if
No. Approvals / Approvals Period
any
4.
Registration under Excise & TIN No.: 06291043467 Perpetual Manufacturing-
Central Sales Tax Taxation Food and Beverage
For property situated at
Act, 1956 Officer, Ambala Industry-Vegetable
Naraingarh Road,
oil mills and
Village Garnala,
Trading--Oil Cakes
Ambala City, Haryana
5. Service Tax Superintendent Service Tax Code: Perpetual Taxable Service
Registration Customs & AAHCM9854CSD001 Provided:
Central Excise Transport of
Department, Goods by Road
Ambala
6. Registration under Assistant Registration No.: Perpetual Operating as
Central Excise Commissioner, AAHCM9854CEM001 manufacturer of
Rules, 2002 Customs & For property situated at excisable goods
Central Excise Naraingarh Road,
Division, Village Garnala,
Ambala Ambala City, Haryana
7. Foreign Trade
Certificate of IEC No.: 3313001629 Perpetual -
Development
Importer-Exporter
Officer,
Code Number
Ministry of
Commerce And
Industry, Govt.
of India

B. Under Industrial and Labour Law

Special
Sr. Nature of License Particulars of License / Validity
Authority conditions, if
No. / Approvals Approvals Period
any
1. Registration under Chief Inspector - - -
Factories Act, of Factories,
1948* Haryana
2. Consent order from Haryana State Consent No.: April 01, 2016 -
Haryana State Pollution 2819314AMBCTO2606502 to September
Pollution Control Control Board, 30, 2018
Board Panchkula
3. Registration under Employees’ Establishment Id: - Perpetual -
Employees’ Provident Fund HR/KNL/1035277/000
Provident Fund and Organization,
Miscellaneous Ministry of
Provisions Act, Labour and
1952 Employment,
Govt. of India.
*Our Company has applied for renewal of factory license on February 02, 2017. Previously, our Company was
operating under the license of Shib Charan Dass Industries Private Limited, our Group Company.
227
 C. Other Registrations and Certifications

Special
Sr. Nature of License / Particulars of Validity
Authority conditions, if
No. Approvals License / Approvals Period
any

Certificate for the Chief Inspector of Boiler Registry No.: Upto January Allowed at a
use of Boiler under Boilers, Haryana HA1919 05, 2017* maximum
1.
the Indian Boilers Boiler Inspection pressure of 17.5
Act, 1923 Department kg/cm2

License under Food Central Licensing License No.:

Upto May 16,
2. Safety and Standards Authority under 10013064000311 Manufacturer
2018
Act, 2006 FSSA, 2006

Udyog Aadhaar Ministry of Micro, Udyog Aadhaar No.: - -

Registration under Small and Medium HR01B0000264
3.
MSME Enterprises, Govt.
of India
*Our Company has applied for renewal.

INTELLECTUAL PROPERTY

We have filed the application form for trademark before the Registrar of Trade Marks, Trademarks Registry at
Delhi, which is summarized as follows: -

Date of Application
Sr. Current
Logo Application/ No./Tradem Class Valid Upto
No. Status
Approval date ark No.

10 years from
the date of
1. July 31, 2015 3022349 29 Registered application
i.e. July 31,
2025

2. - - - Unregistered -

228
 OTHER REGULATORY AND STATUTORY DISCLOSURES

AUTHORITY FOR THE ISSUE

The Issue has been authorized by a resolution passed by our Board of Directors at its meeting held on February
15, 2017 and by the shareholders of our Company by a special resolution, pursuant to Section 62(1)(c) of the
Companies Act, 2013, passed at the Extra Ordinary General Meeting of our Company held on February 16, 2017
at registered office of the Company.
PROHIBITION BY SEBI, RBI OR OTHER GOVERNMENTAL AUTHORITIES
Our Company, our Promoters, our Directors and our Promoter Group, have not been prohibited from accessing
or operating in capital markets under any order or direction passed by SEBI or any other regulatory or
Governmental Authority.
The Companies with which our Promoters, our Directors or persons in control of our Company are/ were
associated as promoters, directors or persons in control have not been prohibited from accessing or operating in
capital markets under any order or direction passed by SEBI or any other regulatory or Governmental Authority.
None of our Directors are in any manner associated with the securities market. There has been no action taken by
SEBI against any of our Directors or any entity our Directors are associated with as directors.
PROHIBITION BY RBI
Neither our Company, nor our Promoters, or the relatives (as defined under the Companies Act) of our Promoters
or Group Entities have been identified as willful defaulters by the RBI or any other governmental authority. There
are no violations of securities laws committed by them in the past or no proceedings thereof are pending against
them.
ELIGIBILITY FOR THIS ISSUE
Our Company is eligible for the Issue in terms of Regulation 106M(1) of chapter XB of the SEBI (ICDR)
Regulations, 2009, as amended from time to time, whereby, an issuer whose post-issue face value capital does not
exceed ten crore rupees, may issue shares to the public in accordance with the provisions of Chapter XB of the
SEBI (ICDR) Regulations, 2009. Our Company also complies with the eligibility conditions laid by the NSE for
listing of our Equity Shares.
We confirm that:
1. In accordance with regulation 106(P) of the SEBI ICDR Regulations, this Issue will be 100% underwritten
and that the LM will underwrite at least 15% of the total issue size. For further details, pertaining to
underwriting please refer to chapter titled “General Information” beginning on page 48 of this Prospectus.
2. In accordance with Regulation 106(R) of the SEBI (ICDR) Regulations, we shall ensure that the total number
of proposed allottees in the Issue is greater than or equal to fifty, otherwise, the entire application money will
be refunded forthwith. If such money is not repaid within eight days from the date our company becomes
liable to repay it, then our company and every officer in default shall, on and from expiry of eight days, be
liable to repay such application money, with interest as prescribed u/s 40 of the Companies Act, 2013.
3. In accordance with Regulation 106(O) the SEBI (ICDR) Regulations, we have not filed any Offer Document
with SEBI nor has SEBI issued any observations on our Offer Document. Also, we shall ensure that our Lead
Manager submits the copy of Prospectus along with a Due Diligence Certificate including additional
confirmations as required to SEBI at the time of filing the Prospectus with Stock Exchange and the Registrar
of Companies.

229
4. In accordance with Regulation 106(V) of the SEBI ICDR Regulations, the Lead Manager will ensure
compulsory market making for a minimum period of three years from the date of listing of Equity Shares
offered in the Issue. For further details of the market making arrangement see chapter titled “General
Information” beginning on page 48 of this Prospectus.
5. The Company has Net Tangible assets of at least Rs. 1 crore as per the latest audited financial results.
6. The Net worth (excluding revaluation reserves) of the Company is at least Rs. 1 crore as per the latest audited
financial results. Net Worth of the Company as on March 31, 2016 is Rs. 3.26 crores.
7. The Post-issue paid up capital of the Company shall be at least Rs. 1 Crore. The paid up capital shall be Rs.
4.17 crores after the issue.
8. The Company shall mandatorily facilitate trading in demat securities and has entered into agreements with
both the depositories.
9. The Company has not been referred to Board for Industrial and Financial Reconstruction.
10. No petition for winding up is admitted by a court of competent jurisdiction or a liquidator has been appointed
against the Company.
11. No material regulatory or disciplinary action has been taken by any stock exchange or regulatory authority in
the past three years against the Company.
12. The Company has a website: www.mkproteins.in
13. There has been no change in the Promoter(s) of the Company in the preceding one year from the date of
filling application to NSE.
We further confirm that we shall be complying with all the other requirements as laid down for such an Issue
under Chapter X-B of SEBI (ICDR) Regulations and subsequent circulars and guidelines issued by SEBI and the
Stock Exchange.
As per Regulation 106(M)(3) of SEBI (ICDR) Regulations, 2009, the provisions of Regulations 6(1), 6(2), 6(3),
Regulation 7, Regulation 8, Regulation 9, Regulation 10, Regulation 25, Regulation 26, Regulation 27 and Sub
regulation (1) of Regulation 49 of SEBI (ICDR) Regulations, 2009 shall not apply to our Company in this Issue.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE OFFER DOCUMENT TO

SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED TO MEAN THAT THE SAME
HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY
EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH
THIS ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS
MADE OR OPINIONS EXPRESSED IN THE OFFER DOCUMENT. THE LEAD MANAGER, SARTHI
CAPITAL ADVISORS PRIVATE LIMITED HAVE CERTIFIED THAT THE DISCLOSURES MADE
IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH
THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS
FOR THE TIME BEING IN FORCE. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO
TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THIS PROSPECTUS, THE LEAD MANAGER, SARTHI CAPITAL ADVISORS
PRIVATE LIMITED, IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE
COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND
TOWARDS THIS PURPOSE, THE LEAD MANAGER, SARTHI CAPITAL ADVISORS PRIVATE
LIMITED, HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED MARCH 27, 2017
IN ACCORDANCE WITH THE SEBI (MERCHANT BANKERS) REGULATIONS, 1992.

230
“WE, THE UNDER NOTED LEAD MANAGER TO THE ABOVE MENTIONED FORTHCOMING
ISSUE STATE AS FOLLOWS:

1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO

LITIGATION LIKE COMMERCIAL DISPUTES, CIVIL LITIGATIONS, DISPUTES WITH
COLLABORATORS, CRIMINAL LITIGATIONS ETC. AND OTHER MATERIAL IN
CONNECTION WITH THE FINALISATION OF THE PROSPECTUS PERTAINING TO THE
SAID ISSUE;
2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE ISSUER, ITS
DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT
VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PRICE
JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS AND OTHER PAPERS
FURNISHED BY THE ISSUER, WE CONFIRM THAT:
A. THE PROSPECTUS FILED WITH THE EXCHANGE IS IN CONFORMITY WITH THE
DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE;
B. ALL THE LEGAL REQUIREMENTS RELATING TO THE ISSUE AS ALSO THE
REGULATIONS GUIDELINES, INSTRUCTIONS, ETC. FRAMED/ISSUED BY THE BOARD,
THE CENTRAL GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS
BEHALF HAVE BEEN DULY COMPLIED WITH; AND
C. THE DISCLOSURES MADE IN THE PROSPECTUS ARE TRUE, FAIR AND ADEQUATE TO
ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS TO THE
INVESTMENT IN THE PROPOSED ISSUE AND SUCH DISCLOSURES ARE IN
ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, 2013/
COMPANIES ACT, 1956, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE
OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 AND OTHER
APPLICABLE LEGAL REQUIREMENTS.
3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE
PROSPECTUS ARE REGISTERED WITH THE BOARD AND THAT TILL DATE SUCH
REGISTRATION IS VALID.
4. WE SHALL SATISFY OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITER TO
FULFILL THEIR UNDERWRITING COMMITMENTS.
5. WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTERS HAS BEEN OBTAINED FOR
INCLUSION OF THEIR SPECIFIED SECURITIES AS PART OF PROMOTER’s CONTRIBUTION
SUBJECT TO LOCK-IN AND THE SPECIFIED SECURITIES PROPOSED TO FORM PART OF
PROMOTER’s CONTRIBUTION SUBJECT TO LOCK-IN SHALL NOT BE DISPOSED / SOLD /
TRANSFERRED BY THE PROMOTER DURING THE PERIOD STARTING FROM THE DATE
OF FILING THE PROSPECTUS WITH THE BOARD TILL THE DATE OF COMMENCEMENT
OF LOCK-IN PERIOD AS STATED IN THE PROSPECTUS.
6. WE CERTIFY THAT REGULATION 33 OF THE SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009,
WHICH RELATES TO SPECIFIED SECURITIES INELIGIBLE FOR COMPUTATION OF
PROMOTER’s CONTRIBUTION, HAS BEEN DULY COMPLIED WITH AND APPROPRIATE
DISCLOSURES AS TO COMPLIANCE WITH THE SAID REGULATION HAVE BEEN MADE IN
THE PROSPECTUS.
7. WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSE (C) AND
(D) OF SUB-REGULATION (2) OF REGULATION 8 OF THE SECURITIES AND EXCHANGE
BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2009 SHALL BE COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS
HAVE BEEN MADE TO ENSURE THAT PROMOTER’s CONTRIBUTION SHALL BE
RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF THE ISSUE. WE UNDERTAKE
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 THAT AUDITORS’ CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO THE
BOARD. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE
THAT PROMOTER’s CONTRIBUTION SHALL BE KEPT IN AN PUBLIC ISSUE ACCOUNT
WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE ISSUER
ALONG WITH THE PROCEEDS OF THE PUBLIC ISSUE. – NOT APPLICABLE
8. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUER FOR WHICH THE FUNDS
ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE ‘MAIN OBJECTS’ LISTED
IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER
OF THE ISSUER AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL
NOW ARE VALID IN TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF
ASSOCIATION.
9. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT
THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE BANK
ACCOUNT IN A SCHEDULED BANK AS PER THE PROVISIONS OF SECTION 40 OF THE
COMPANIES ACT, 2013 AND THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID
BANK ONLY AFTER PERMISSION IS OBTAINED FROM THE STOCK EXCHANGE
MENTIONED IN THE PROSPECTUS. WE FURTHER CONFIRM THAT THE AGREEMENT
ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE AND THE ISSUER SPECIFICALLY
CONTAINS THIS CONDITION – NOTED FOR COMPLIANCE.
10. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE PROSPECTUS THAT THE
INVESTORS SHALL BE GIVEN AN OPTION TO GET THE SHARES IN DEMAT OR PHYSICAL
MODE. – NOT APPLICABLE, AS IN TERMS OF THE PROVISIONS OF SECTION 29 OF THE
COMPANIES ACT, 2013, THE SHARES ISSUED IN THE PUBLIC ISSUE SHALL BE IN DEMAT
MODE ONLY.
11. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2009 HAVE BEEN MADE IN ADDITION TO DISCLOSURES
WHICH, IN OUR VIEW, ARE FAIR AND ADEQUATE TO ENABLE THE INVESTOR TO MAKE
A WELL INFORMED DECISION.
12. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE
PROSPECTUS:
A. AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME, THERE SHALL BE
ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE ISSUER AND
B. AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH
DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM TIME TO
TIME.
13. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO
ADVERTISEMENT IN TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA
(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 WHILE
MAKING THE ISSUE.
14. WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE THAT HAS
BEEN EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS
BACKGROUND OF THE ISSUER, SITUATION AT WHICH THE PROPOSED BUSINESS
STANDS, THE RISK FACTORS, PROMOTER’s EXPERIENCE, ETC.
15. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH THE
APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE
OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, CONTAINING
DETAILS SUCH AS THE REGULATION NUMBER, ITS TEXT, THE STATUS OF COMPLIANCE,
PAGE NUMBER OF THE PROSPECTUS WHERE THE REGULATION HAS BEEN COMPLIED
WITH AND OUR COMMENTS, IF ANY.

232
16. WE ENCLOSE STATEMENT ON PRICE INFORMATION OF PAST ISSUES HANDLED BY
MERCHANT BANKER AS PER FORMAT SPECIFIED BY THE BOARD (SEBI) THROUGH
CIRCULAR – DETAILS ARE ENCLOSED IN “ANNEXURE - A”
17. WE CERTIFY THAT PROFITS FROM RELATED PARTY TRANSACTION HAVE ARISEN
FROM LEGITIMATE BUSINESS TRANSACTIONS.”

ADDITIONAL CONFIRMATIONS/ CERTIFICATION TO BE GIVEN BY MERCHANT BANKER IN

DUE DILIGENCE CERTIFICATE TO BE GIVEN ALONG WITH OFFER DOCUMENT REGARDING
SME EXCHANGE

(1) “WE CONFIRM THAT NONE OF THE INTERMEDIARIES NAMED IN THE PROSPECTUS
HAVE BEEN DEBARRED FROM FUNCTIONING BY ANY REGULATORY AUTHORITY.
(2) WE CONFIRM THAT ALL THE MATERIAL DISCLOSURES IN RESPECT OF THE ISSUER
HAVE BEEN MADE IN PROSPECTUS AND CERTIFY THAT ANY MATERIAL DEVELOPMENT
IN THE ISSUER OR RELATING TO THE ISSUE UP TO THE COMMENCEMENT OF LISTING
AND TRADING OF THE SPECIFIED SECURITIES OFFERED THROUGH THIS ISSUE SHALL
BE INFORMED THROUGH PUBLIC NOTICES/ADVERTISEMENTS IN ALL THOSE
NEWSPAPERS IN WHICH PRE-ISSUE ADVERTISEMENT AND ADVERTISEMENT FOR
OPENING OR CLOSURE OF THE ISSUE HAVE BEEN GIVEN.
(3) WE CONFIRM THAT THE ABRIDGED PROSPECTUS CONTAINS ALL THE DISCLOSURES AS
SPECIFIED IN THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009. – NOTED FOR COMPLIANCE.
(4) WE CONFIRM THAT AGREEMENTS ARE IN THE PROCESS OF BEING ENTERED INTO
WITH THE DEPOSITORIES FOR DEMATERIALISATION OF THE SPECIFIED SECURITIES
OF THE ISSUER.
(5) WE CERTIFY THAT AS PER THE REQUIREMENTS OF FIRST PROVISO TO
SUBREGULATION OF REGULATION 32 OF SECURITIES AND EXCHANGE BOARD OF INDIA
(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, CASH
FLOW STATEMENT HAS BEEN PREPARED AND DISCLOSED IN THE PROSPECTUS.
(6) WE CONFIRM THAT UNDERWRITING AND MARKET MAKING ARRANGEMENTS AS PER
REQUIREMENTS OF REGULATION [106P] AND [106V] OF THE SECURITIES AND
EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2009 HAVE BEEN MADE.

Note:
The filing of this Prospectus does not, however, absolve our Company from any liabilities under section 34,
section 35, section 36 or section 38(1) of the Companies Act, 2013 or from the requirement of obtaining such
statutory and other clearances as may be required for the purpose of the proposed Issue. SEBI further reserves the
right to take up at any point of time, with the Lead manager any irregularities or lapses in the Prospectus.

All legal requirements pertaining to the Issue will be complied with at the time of registration of the Prospectus
with the Registrar of Companies, Gwalior, Madhya Pradesh in terms of sections 26 and 33 of the Companies Act,
2013.
DISCLAIMER STATEMENT FROM OUR COMPANY AND THE LEAD MANAGER
Our Company, our Directors and the Lead Manager accept no responsibility for statements made otherwise than
in this Prospectus or in the advertisements or any other material issued by or at instance of our Company and
anyone placing reliance on any other source of information, including our website, www.mkproteins.in would be
doing so at his or her own risk.

233
Caution
The Lead Manager accepts no responsibility, save to the limited extent as provided in the Agreement for Issue
Management entered into among the Lead Manager and our Company dated February 20, 2017, the Underwriting
Agreement dated February 20, 2017.
Our Company and the Lead Manager shall make all information available to the public and investors at large and
no selective or additional information would be available for a section of the investors in any manner whatsoever
including at road show presentations, in research or sales reports or at collection centers, etc.
Investors who apply in this Issue will be required to confirm and will be deemed to have represented to our
Company and the Underwriter and their respective directors, officers, agents, affiliates and representatives
that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire
Equity Shares and will not offer, sell, pledge or transfer the Equity Shares to any person who is not eligible
under applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares. Our Company
and the Lead Manager and their respective directors, officers, agents, affiliates and representatives accept
no responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity
Shares.
PRICE INFORMATION AND THE TRACK RECORD OF THE PAST ISSUES HANDLED BY THE
LEAD MANAGER
For details regarding the price information and the track record of the past Issues handled by the Lead Manager
to the Issue as specified in Circular reference CIR/CFD/DIL/7/2015 dated October 30, 2015 issued by the SEBI,
please refer to ‘Annexure A’ to this Prospectus and the website of the Lead Manager at www.sarthiwm.in.
DISCLAIMER IN RESPECT OF JURISDICTION
This Issue is being made in India to persons resident in India (including Indian nationals resident in India who are
not minors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and
authorized to invest in shares, Indian Mutual Funds registered with SEBI, Indian financial institutions, commercial
banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under applicable trust law
and who are authorized under their constitution to hold and invest in shares, public financial institutions as
specified in Section 2(72) of the Companies Act, 2013, VCFs, state industrial development corporations, insurance
companies registered with Insurance Regulatory and Development Authority, provident funds (subject to
applicable law) with minimum corpus of Rs. 2,500 Lakhs, pension funds with minimum corpus of Rs. 2,500 Lakhs
and the National Investment Fund, and permitted non-residents including FIIs, Eligible NRIs, QFIs, multilateral
and bilateral development financial institutions, FVCIs and eligible foreign investors, provided that they are
eligible under all applicable laws and regulations to hold Equity Shares of the Company. The Prospectus does not,
however, constitute an invitation to purchase shares offered hereby in any jurisdiction other than India to any
person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession
this Prospectus comes is required to inform himself or herself about, and to observe, any such restrictions. Any
dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s) in Haryana only.
No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required
for that purpose, except that this Prospectus has been filed with NSE for its observations and NSE shall give its
observations in due course. Accordingly, the Equity Shares represented hereby may not be offered or sold, directly
or indirectly, and this Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal
requirements applicable in such jurisdiction. Neither the delivery of this Prospectus nor any sale hereunder shall,
under any circumstances, create any implication that there has been no change in the affairs of our Company since
the date hereof or that the information contained herein is correct as of any time subsequent to this date.
The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction,
except in compliance with the applicable laws of such jurisdiction.

234
Further, each applicant where required agrees that such applicant will not sell or transfer any Equity Shares or
create any economic interest therein, including any off-shore derivative instruments, such as participatory notes,
issued against the Equity Shares or any similar security, other than pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable
laws and legislations in each jurisdiction, including India.
DISCLAIMER CLAUSE OF THE NSE
National Stock Exchange of India Limited (NSE) has given in-principal approval vide letter dated March 17,
2017, to use its name in the offer documents in respect of the proposed issue of equity shares. The Disclaimer
Clause of stock exchange is as given below:
“As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited
(hereinafter referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/107755 dated March 17, 2017
permission to the Issuer to use the Exchange’s name in this Offer Document as one of the stock exchanges on
which this Issuer’s securities are proposed to be listed. The Exchange has scrutinized this draft offer document
for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is
to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or
construed that the offer document has been cleared or approved by NSE; nor does it in any manner warrant, certify
or endorse the correctness or completeness of any of the contents of this offer document; nor does it warrant that
this Issuer’s securities will be listed or will continue to be listed on the Exchange; nor does it take any
responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or
project of this Issuer.
Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by
reason of any loss which may be suffered by such person consequent to or in connection with such subscription
/acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.”
FILING
This Draft Prospectus shall not be filed with SEBI, nor will SEBI issue any observation on the Offer Document
in term of Regulation 106(M)(3). However, a copy of the Prospectus shall be filed with SEBI at the SEBI Northern
Regional Office, 5th Floor, Bank of Baroda Building, 16 Sansad Marg, New Delhi - 110001. A copy of the
Prospectus, along with the documents required to be filed under Section 26 of the Companies Act, 2013 will be
delivered to the Registrar of Companies, 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi – 110019.
LISTING
Application was made to the NSE for obtaining permission to deal in and for an official quotation of our Equity
Shares. NSE will be the Designated Stock Exchange, with which the Basis of Allotment will be finalized.
The NSE has given its in-principal approval for using its name in our Prospectus vide its letter dated March 17,
2017.
If the permissions to deal in and for an official quotation of our Equity Shares are not granted by the NSE, our
Company will forthwith repay, without interest, all moneys received from the applicants in pursuance of the
Prospectus. If such money is not repaid within 8 days after our Company becomes liable to repay it (i.e. from the
date of refusal or within 15 days from the Issue Closing Date), then our Company and every Director of our
Company who is an officer in default shall, on and from such expiry of 8 days, be liable to repay the money, with
interest at the rate of 15% per annum on application money, as prescribed under section 40 of the Companies Act,
2013.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at the NSE mentioned above are taken within Six Working Days from the Issue Closing
Date.
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CONSENTS
Consents in writing of: (a) the Directors, the Promoters, the Company Secretary and Compliance Officer, Chief
Financial Officer, the Statutory Auditor, Peer Review Auditor, Banker to the Company; and (b) Lead Manager,
Underwriter, Market Maker, Registrar to the Issue, Legal Advisor to the Issue, Banker to the Issue, to act in their
respective capacities have been obtained and shall be filed along with a copy of the Prospectus with the RoC, as
required under Section 26 of Companies Act, 2013 and such consents shall not be withdrawn up to the time of
delivery of this Prospectus for registration with the RoC. Our Auditors have given their written consent to the
inclusion of their report in the form and context in which it appears in this Prospectus and such consent and report
is not withdrawn up to the time of delivery of this Prospectus with NSE.
EXPERT OPINION TO THE ISSUE
Except as stated below, our Company has not obtained any expert opinions:
1. Report of the Statutory Auditor on Statement of Tax Benefits.
EXPENSES OF THE ISSUE
The expenses of this Issue include, among others, underwriting and management fees, selling commission,
printing and distribution expenses, legal fees, statutory advertisement expenses and listing fees. For details of total
expenses of the Issue, see the chapter “Objects of the Issue” beginning on page 82 of this Prospectus.
DETAILS OF FEES PAYABLE
Fees Payable to the Lead Manager
The total fees payable to the Lead Manager will be as per the Mandate Letter dated May 10, 2016 issued by our
Company to the Lead Manager, the copy of which is available for inspection at our Registered Office.
Fees Payable to the Registrar to the Issue
The fees payable to the Registrar to the Issue will be as per the Agreement signed by our Company and the
Registrar to the Issue dated February 20, 2017, a copy of which is available for inspection at our Registered Office.
The Registrar to the Issue will be reimbursed for all out-of-pocket expenses including cost of stationery, postage,
stamp duty and communication expenses. Adequate funds will be provided by the Company to the Registrar to
the Issue to enable them to send refund orders or allotment advice by registered post/ speed post/ under certificate
of posting.
Fees Payable to Others
The total fees payable to the Legal Advisor, Auditor and Advertiser, etc. will be as per the terms of their respective
engagement letters.
UNDERWRITING COMMISSION, BROKERAGE AND SELLING COMMISSION
The underwriting commission and selling commission for this Issue is as set out in the Underwriting Agreement
entered into between our Company and the Lead Manager. Payment of underwriting commission, brokerage and
selling commission would be in accordance with applicable laws.
PREVIOUS RIGHTS AND PUBLIC ISSUES DURING THE LAST FOUR YEARS
We have not made any previous rights and/or public issues during the last four years, and are an “Unlisted Issuer”
in terms of the SEBI ICDR Regulations and this Issue is an “Initial Public Offering” in terms of the SEBI ICDR
Regulations.
PREVIOUS ISSUES OF SHARES OTHERWISE THAN FOR CASH
Except as stated in the chapter titled “Capital Structure” beginning on page 56 of this Prospectus, our Company
has not issued any Equity Shares for consideration otherwise than for cash.

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COMMISSION AND BROKERAGE ON PREVIOUS ISSUES
Since this is the initial public offer of the Equity Shares by our Company, no sum has been paid or has been
payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any
of our Equity Shares since our inception.
PARTICULARS IN REGARD TO OUR COMPANY AND OTHER LISTED COMPANIES UNDER THE
SAME MANAGEMENT WITHIN THE MEANING OF SECTION 370 (1B) OF THE COMPANIES ACT,
1956/ SECTION 186 OF THE COMPANIES ACT, 2013 WHICH MADE ANY CAPITAL ISSUE DURING
THE LAST THREE YEARS
None of the equity shares of our Group Entities are listed on any recognized stock exchange. None of the above
companies have raised any capital during the past 3 years.
PROMISE VERSUS PERFORMANCE FOR OUR COMPANY
Our Company is an “Unlisted Issuer” in terms of the SEBI ICDR Regulations, and this Issue is an “Initial Public
Offering” in terms of the SEBI ICDR Regulations. Therefore, data regarding promise versus performance is not
applicable to us.
OUTSTANDING DEBENTURES, BONDS, REDEEMABLE PREFERENCE SHARES AND OTHER
INSTRUMENTS ISSUED BY OUR COMPANY
As on the date of this Prospectus, our Company has no outstanding debentures, bonds or redeemable preference
shares.
STOCK MARKET DATA FOR OUR EQUITY SHARES
Our Company is an “Unlisted Issuer” in terms of the SEBI ICDR Regulations, and this Issue is an “Initial Public
Offering” in terms of the SEBI ICDR Regulations. Thus, there is no stock market data available for the Equity
Shares of our Company.
MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES
The Agreement between the Registrar and our Company provides for retention of records with the Registrar for a
period of at least three years from the last date of dispatch of the letters of allotment, demat credit to enable the
investors to approach the Registrar to this Issue for redressal of their grievances. All grievances relating to this
Issue may be addressed to the Registrar with a copy to the Company Secretary and Compliance Officer, giving
full details such as the name, address of the applicant, number of Equity Shares applied for, amount paid on
application and the bank branch or collection centers of SCSBs where the application was submitted.
All grievances relating to the ASBA process may be addressed to the SCSB, giving full details such as name,
address of the applicant, number of Equity Shares applied for, amount paid on application and the Designated
Branch or the collection center of the SCSB where the Application Form was submitted by the ASBA applicants.
DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY
Our Company or the Registrar to the Issue or the SCSB in case of ASBA Applicant shall redress routine investor
grievances within 15 working days from the date of receipt of the complaint. In case of non-routine complaints
and complaints where external agencies are involved, our Company will seek to redress these complaints as
expeditiously as possible.
We have constituted the Stakeholders Relationship Committee of the Board vide resolution passed at the Board
Meeting held on March 02, 2017. For further details, please refer to the chapter titled “Our Management”
beginning on page 119 of this Prospectus.

237
Our Company has appointed Ms. Shipra Anand as the Company Secretary and Compliance Officer and she may
be contacted at the following address:
M K Proteins Limited
Naraingarh Road,
Vill. Garnala Ambala City,
Haryana -134003
Tel: +91 171 2679157, 2679358
Email: shipra@mkproteins.in
Website: www. mkproteins.in

Investors can contact the Company Secretary and Compliance Officer or the Registrar in case of any pre-Issue or
post-Issue related problems such as non-receipt of letters of allocation, credit of allotted Equity Shares in the
respective beneficiary account etc.
CHANGES IN AUDITORS DURING THE LAST THREE FINANCIAL YEARS
There has been no change in the statutory auditor of our Company in the last three financial years.
CAPITALISATION OF RESERVES OR PROFITS
Save and except as stated in the chapter titled “Capital Structure” beginning on page 56 of this Prospectus, our
Company has not capitalized its reserves or profits at any time since inception.
REVALUATION OF ASSETS
Our Company has not revalued its assets since incorporation.
PURCHASE OF PROPERTY
Other than as disclosed in this Prospectus, there is no property which has been purchased or acquired or is
proposed to be purchased or acquired which is to be paid for wholly or partly from the proceeds of the present
Issue or the purchase or acquisition of which has not been completed on the date of this Prospectus.
Except as stated elsewhere in this Prospectus, our Company has not purchased any property in which the
Promoters and/or Directors have any direct or indirect interest in any payment made thereunder.
SERVICING BEHAVIOR

There has been no default in payment of statutory dues or of interest or principal in respect of our borrowings or
deposits.

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 SECTION VII – ISSUE INFORMATION

TERMS OF THE ISSUE

The Equity Shares being issued are subject to the provisions of the Companies Act, the Memorandum and Articles,
the terms of this Prospectus, Application Form, the Revision Form, the Confirmation of Allocation Note (‘CAN‛)
and other terms and conditions as may be incorporated in the Allotment advices and other documents/ certificates
that may be executed in respect of the Issue. The Equity Shares shall also be subject to laws, guidelines,
notifications and regulations relating to the issue of capital and listing of securities issued from time to time by
SEBI, the Government of India, NSE Emerge, RoC, RBI and/or other authorities, as in force on the date of the
Issue and to the extent applicable.
Please note that, in accordance with the SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10,
2015 all the Applicants have to compulsorily apply through the ASBA Process.
RANKING OF EQUITY SHARES
The Equity Shares being offered shall be subject to the provisions of the Companies Act, 2013, our Memorandum
and Articles of Association and shall rank pari-passu in all respects with the existing Equity Shares including in
respect of the rights to receive dividends and other corporate benefits, if any, declared by us after the date of
Allotment. For further details, please refer to the section titled‚ ‘Main Provisions of the Articles of Association of
the Company’ on page 265 of this Prospectus.
MODE OF PAYMENT OF DIVIDEND
The declaration and payment of dividend will be as per the provisions of Companies Act 2013 and recommended
by the Board of Directors at their discretion and approved by the shareholders and will depend on a number of
factors, including but not limited to earnings, capital requirements and overall financial condition of our Company.
We shall pay dividends in cash and as per provisions of the Companies Act, 2013. For further details, please refer
to the chapter titled ‘Dividend Policy’ on page 157 of this Prospectus.
FACE VALUE AND ISSUE PRICE
The Equity Shares having a Face Value of Rs. 10/- each are being offered in terms of this Prospectus at the price
of Rs. 70/- per Equity Share. The Issue Price is determined by our Company in consultation with the Lead Manager
and is justified under the chapter titled ‘Basis for Issue Price’ beginning on page 86 of this Prospectus. At any
given point of time there shall be only one denomination of the Equity Shares of our Company, subject to
applicable laws.
RIGHTS OF THE EQUITY SHAREHOLDERS
Subject to applicable laws, the equity shareholders shall have the following rights:
• Right to receive dividend, if declared;
• Right to attend general meetings and exercise voting powers, unless prohibited by law;
• Right to vote on a poll either in person or by proxy;
• Right to receive annual reports and notices to members;

• Right to receive offers for rights shares and be allotted bonus shares, if announced;
• Right to receive surplus on liquidation; Right of free transferability; and
• Such other rights, as may be available to a shareholder of a listed public company under the Companies Act
and the Memorandum and Articles of Association of the Company.

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MINIMUM APPLICATION VALUE, MARKET LOT AND TRADING LOT
As per the provisions of the Depositories Act, 1996 & regulations made thereunder and Section 29(1) of the
Companies Act, 2013, the equity shares of a body corporate can be in dematerialized form i.e. not in the form of
physical certificates, but be fungible and be represented by the statement issued through electronic mode. The
trading of the Equity Shares will happen in the minimum contract size of 2,000 Equity Shares and the same may
be modified by the NSE Emerge from time to time by giving prior notice to investors at large. Allocation and
allotment of Equity Shares through this Issue will be done in multiples of 2,000 Equity Shares subject to a
minimum allotment of 2,000 Equity Shares to the successful applicants in terms of SEBI circular no.
CIR/MRD/DSA/06/2012 dated February 21, 2012.
MINIMUM NUMBER OF ALLOTTEES
The minimum number of allottees in this Issue shall be 50 shareholders. In case the minimum number of
prospective allottees is less than 50, no allotment will be made pursuant to this Issue and all the monies blocked
by SCSBs shall be unblocked within 6 working days of closure of Issue.
JOINT HOLDERS
Where 2 (two) or more persons are registered as the holders of any Equity Shares, they will be deemed to hold
such Equity Shares as joint-holders with benefits of survivorship.
NOMINATION FACILITY TO INVESTOR
In accordance with Section 72 of the Companies Act 2013, the sole or first applicant, along with other joint
applicant, may nominate any one person in whom, in the event of the death of sole applicant or in case of joint
applicant, death of all the applicants, as the case may be, the Equity Shares allotted, if any, shall vest. A person,
being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall in accordance
with Section 72 of the Companies Act 2013, be entitled to the same advantages to which he or she would be
entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s)
may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity Share(s) in
the event of his or her death during the minority. A nomination shall stand rescinded upon a sale of equity share(s)
by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh
nomination can be made only on the prescribed form available on request at the Registered Office of our Company
or to the Registrar and Transfer Agents of our Company. In accordance with Section 72 of the Companies Act
2013, any person who becomes a nominee by virtue of Section 72 of the Companies Act 2013, shall upon the
production of such evidence as may be required by the Board, elect either:

• to register himself or herself as the holder of the Equity Shares; or

• to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transfer the Equity Shares, and if the notice is not complied with within a period of ninety days, the
Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity
Shares, until the requirements of the notice have been complied with.
Since the allotment of Equity Shares is in dematerialized form, there is no need to make a separate nomination
with us. Nominations registered with the respective depository participant of the applicant would prevail. If the
investors require changing the nomination, they are requested to inform their respective depository participant.
MINIMUM SUBSCRIPTION
In the event our Company does not receive a minimum subscription of 100% of the Issue, subject to the Issue
being made for at least 25% of the post-Issue paid up Indian Equity Share capital of our Company, in accordance
with Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, including devolvement to the
Underwriters within 60 days from the Issue Closing Date, we shall forthwith refund the entire subscription amount
received not later than 70 days from the Issue Closing Date. If there is a delay beyond eight days after the expiry

240
of 70 days from the Issue Closing Date, the Directors of our Company who are officers in default shall jointly and
severally be liable to repay the money with such interest as prescriber under section 39(3) of the Companies Act,
2013 and Companies (Prospectus and Allotment of Securities) Rules, 2014. Further Section 39(5) states that in
case of default under section 39(3), the Company and its officers who are in default shall be liable to a penalty of
Rs. 1,000/- for each day during which the default continues or Rs. 1,00,000/- whichever is less.

Additionally, section 40(3) of the Companies Act, 2013 requires application money to be refunded in the event of
failure to Allot Equity Shares for any other reason. Additionally, section 40 of the Companies Act, 2013 requires
application to be made to the stock exchange before making public offer and the monies received from public
must be kept in separate bank account and should not be used for any purpose other than those specified therein.
If a default is made in complying with the provisions of this section, the Company shall be punishable with a fine
which shall not be less than Rs. 5,00,000/- but which may extend to Rs. 50,00,000/- and every officer of the
Company who is in default shall be punishable with imprisonment for a term which may extend to one year or
with fine which shall not be less than Rs. 50,000 but which may extend to Rs. 3,00,000 or with both.

MIGRATION TO MAIN BOARD

Our company may migrate to the main board of NSE EMERGE Exchange at a later date subject to the following:
a) If the Paid up Capital of our Company is likely to increase above Rs. 25 crores by virtue of any further issue
of capital by way of rights, preferential issue, bonus issue etc (which has been approved by a special resolution
through postal ballot wherein the votes cast by the shareholders other than the Promoters in favour of the
proposal amount to at least two times the number of votes cast by shareholders other than promoter
shareholders against the proposal and for which the company has obtained in-principal approval from the
main board), our Company shall apply to NSE for listing of its shares on its Main Board subject to the
fulfillment of the eligibility criteria for listing of specified securities laid down by the Main Board.
OR
b) If the Paid up Capital of our company is more than 10 crores but below Rs. 25 crores, our Company may still
apply for migration to the main board if the same has been approved by a special resolution through postal
ballot wherein the votes cast by the shareholders other than the Promoters in favour of the proposal amount
to at least two times the number of votes cast by shareholders other than promoter shareholders against the
proposal.
MARKET MAKING
The shares offered though this issue are proposed to be listed on the NSE Emerge Platform wherein the Lead
Manager to the issue shall ensure compulsory Market Making through registered Market Makers of the National
Stock Exchange of India Limited for a minimum period of three years from the date of listing of shares offered
though this Prospectus. For further details of the Market Making arrangement see chapter titled “General
Information” beginning on page 48 of this Prospectus.
ARRANGEMENTS FOR DISPOSAL OF ODD LOTS
The trading of the Equity Shares will happen in the minimum contract size of 2,000 shares in terms of the SEBI
circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012. However, the Market Maker shall buy the entire
shareholding of a shareholder in one lot, where value of such shareholding is less than the minimum contract size
allowed for trading on the NSE Emerge Platform.

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RESTRICTIONS, IF ANY, ON TRANSFER AND TRANSMISSION OF SHARES OR DEBENTURES
AND ON THEIR CONSOLIDATION OR SPLITTING
Except for lock-in of the pre-Issue Equity Shares and Promoter’s minimum contribution as detailed in chapter
titled “Capital Structure” beginning on page 56 of this Prospectus, and except as provided in the Articles of
Association, there are no restrictions on transfers of Equity Shares. There are no restrictions on transmission of
Equity Shares and on their consolidation/ splitting except as provided in the Articles of Association. Please refer
to the section “Main Provisions of the Articles of Association” beginning on page 265 of this Prospectus.
ALLOTMENT OF EQUITY SHARES IN DEMATERIALIZED FORM
Our Company shall issue shares only in dematerialized form. Investors making application in dematerialized form
may get the specified securities rematerialized subsequent to allotment.
NEW FINANCIAL INSTRUMENTS

The Issuer Company is not issuing any new financial instruments through this Issue.
JURISDICTION

Exclusive jurisdiction for the purpose of this Issue is with the competent courts / authorities in National Capital
Territory of Delhi & Haryana, India.
The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state
securities laws in the United States and may not be offered or sold within the United States or to, or for the
account or benefit of, “U.S. persons” (as defined in Regulation S), except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable
U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold only outside the United
States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable
laws of the jurisdiction where those offers and sales occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and applications may not be made by persons in
any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

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 ISSUE STRUCTURE

This Issue is being made in terms of Regulation 106(M)(1) of Chapter XB of SEBI (ICDR) Regulations, 2009, as
amended from time to time, whereby, an issuer whose post-issue face value capital does not exceed ten crore
rupees, shall issue shares to the public and propose to list the same on the NSE Exchange (‘NSE Exchange’, in
this case being the Emerge Platform of NSE). For further details regarding the salient features and terms of such
an Issue please refer to the chapters titled ‘Terms of the Issue’ and ‘Issue Procedure’ beginning on page 239 and
245 of this Prospectus.
The Issue is being made by way of Fixed Price method.
FOLLOWING IS THE ISSUE STRUCTURE:
Public Issue of 14,62,000 Equity shares of face value of Rs. 10/- each fully paid (the ‘Equity Shares’) for cash at
a price of Rs. 70/- per Equity Share aggregating to Rs. 1023.40 Lakhs (‘the Issue’) by our Company.
The Issue comprises a Net Issue to Public of 13,88,000 Equity Shares (‘the Net Issue‛) and a reservation of 74,000
Equity Shares for subscription by the designated Market Maker (‘the Market Maker Reservation Portion‛).

Market Maker Reservation

Particulars of the Issue Net Issue to Public*
Portion

Number of Equity Shares available

13,88,000 Equity Shares 74,000 Equity Shares
for allocation

Percentage of Issue Size available

94.94% of the Issue size 5.06 % of the Issue size
for allocation

Proportionate subject to minimum

allotment of 2,000 Equity Shares
and further allotment in multiples
Basis of Allotment of 2,000 Equity Shares each. Firm Allotment
For further details, please refer to
the “Basis of Allotment” on page
255 of this Prospectus.

All the applicants must

Mode of Application compulsorily apply through the Through ASBA Process Only
ASBA Process.

For QIB and NII:

Such number of Equity Shares in
multiples of 2,000 Equity Shares
Minimum Application Size such that the Application Value 74,000 Equity Shares
exceeds Rs. 2,00,000/-
For Retail Individuals:
2,000 Equity Shares

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 Market Maker Reservation
Particulars of the Issue Net Issue to Public*
Portion

For QIB and NII:

Such number of equity shares in
multiples of 2,000 Equity Shares
such that the Application Size does
not exceed 13,88,000 Equity Application size shall be 74,000
Maximum Application Size Shares. equity shares since there is a firm
For Retail Individuals: allotment

Such number of Equity Shares in

multiples of 2,000 Equity Shares
such that the Application Value
does not exceed Rs. 2,00,000/-.

Mode of Allotment Dematerialized Form Dematerialized Form

2,000 Equity Shares, However the

Market Makers may accept odd
Trading Lot 2,000 Equity Shares lots if any in the market as required
under the SEBI (ICDR)
Regulations, 2009.

The entire Application Amount will be payable at the time of submission

Terms of Payment
of the Application Form.

This Issue is being made in terms of Chapter XB of the SEBI (ICDR) Regulations, 2009, as amended from time
to time. For further details, please refer to “Issue Structure” on page 243 of this Prospectus.

*As per Regulation 43(4) of the SEBI (ICDR) Regulations, as amended, as present issue is a fixed price issue ‘the
allocation’ is the net offer to the public category shall be made as follows:
a) Minimum fifty percent to retail individual investors; and
b) Remaining to Investors other than retail Individual Investors; and
c) The unsubscribed portion in either of the categories specified in (a) or (b) above may be allocated to the
applicants in the other category.

ISSUE OPENING DATE MARCH 31, 2017

ISSUE CLOSING DATE APRIL 07, 2017

Applications and any revision to the same (except that on the Issue Closing Date) will be accepted only between
10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Issue Period at the Application Centers mentioned in
the Application Form. On the Issue Closing date application and revision to the same will be accepted between
10.00 a.m and 2.00 p.m. Applications will be accepted only on Working Days, i.e., all trading days of stock
exchange excluding Sundays and bank holidays.

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 ISSUE PROCEDURE

All Applicants should review the General Information Document for Investing in Public Issues prepared and
issued in accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI
(“General Information Document”) included below under section “PART B – General Information Document”,
which highlights the key rules, processes and procedures applicable to public issues in general in accordance
with the provisions of the Companies Act 2013 (to the extent notified), the Companies Act, 1956 (to the extent not
repealed by the Companies Act, 2013), the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957 and the SEBI ICDR Regulations as amended. The General Information Document has
been updated to include reference to the Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2014, SEBI Listing Regulations 2015 and certain notified provisions of the Companies Act, 2013, to
the extent applicable to a public issue. The General Information Document is also available on the websites of
the Stock Exchanges and the Lead Manager. Please refer to the relevant portions of the General Information
Document which are applicable to this Issue.

Pursuant to the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fifth
Amendment) Regulations, 2015, there have been certain changes in the issue procedure for initial public offerings
including making ASBA Process mandatory for all investors, allowing registrar, share transfer agents, collecting
depository participants and stock brokers to accept application forms. Further, SEBI, by its circular No.
(CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015, reduced the time taken for listing after the closure
of an issue to six working days. These changes are applicable for all public issues which open on or after January
1, 2016.

Please note that the information stated/ covered in this section may not be complete and/or accurate and as such
would be subject to modification/change. Our Company and the Lead Manager do not accept any responsibility
for the completeness and accuracy of the information stated in this section. Applicants are advised to make their
independent investigations and ensure that their Applications do not exceed the investment limits or maximum
number of Equity Shares that can be held by them under applicable law or as specified in this Prospectus and the
Prospectus.

This section applies to all the Applicants, please note that all the Applicants are required to make payment of the
full Application Amount along with the Application Form.

Our Company and the LM are not liable for any amendments, modifications or change in applicable laws or
regulations, which may occur after the date of this Prospectus.

FIXED PRICE ISSUE PROCEDURE

This Issue is being made in terms of Regulation 106(M)(1) of Chapter XB of SEBI (ICDR) Regulations, 2009 via
Fixed Price Process.
Applicants are required to submit their Applications to the SCSB or Registered Brokers of Stock Exchanges or
Registered Registrar to an Issue and Share Transfer Agents (RTAs) or Depository Participants (DPs) registered
with SEBI. In case of QIB Applicants, the Company in consultation with the Lead Manager may reject
Applications at the time of acceptance of Application Form provided that the reasons for such rejection shall be
provided to such Applicant in writing.
In case of Non Institutional Applicants and Retail Individual Applicants, our Company would have a right to
reject the Applications only on technical grounds.

245
As per the provisions Section 29(1) of the Companies Act, 2013, the Allotment of Equity Shares in the Issue shall
be only in a de-materialized form, (i.e., not in the form of physical certificates but be fungible and be represented
by the statement issued through the electronic mode). The Equity Shares on Allotment shall, however, be traded
only in the dematerialized segment of the Stock Exchange, as mandated by SEBI.
APPLICATION FORM
Applicants shall only use the specified Application Form for the purpose of making an Application in terms of
this Prospectus.
Applicants shall submit an Application Form either in physical or electronic form to the SCSB’s authorizing
blocking funds that are available in the bank account specified in the Application Form.
The prescribed color of the Application Form for various categories is as follows:

Category Color of Application Form

Resident Indians and Eligible NRIs applying on a White

non-repatriation basis

Non-Residents and Eligible NRIs applying on a Blue

repatriation basis

In accordance with the SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the
Applicants have to compulsorily apply through the ASBA Process.
WHO CAN APPLY?
Persons eligible to invest under all applicable laws, rules, regulations and guidelines: -
• Indian nationals resident in India who are not incompetent to contract in single or joint names (not more
than three) or in the names of minors as natural/legal guardian;
• Hindu Undivided Families or HUFs, in the individual name of the Karta. The applicant should specify that
the application is being made in the name of the HUF in the Application Form as follows: Name of Sole or
First applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the
Karta. Applications by HUFs would be considered at par with those from individuals;
• Companies, Corporate Bodies and Societies registered under the applicable laws in India and authorized to
invest in the Equity Shares under their respective constitutional and charter documents;
• Mutual Funds registered with SEBI;

• Eligible NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable laws. NRIs other
than Eligible NRIs are not eligible to participate in this Issue;
• Indian Financial Institutions, scheduled commercial banks, regional rural banks, co-operative banks
(subject to RBI permission, and the SEBI Regulations and other laws, as applicable);
• FIIs and sub-accounts registered with SEBI, other than a sub-account which is a foreign corporate or a
foreign individual under the QIB Portion;
• Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;
• Sub-accounts of FIIs registered with SEBI, which are foreign corporates or foreign individuals only under
the Non-Institutional applicants category;
• Venture Capital Funds registered with SEBI;

246
 • Foreign Venture Capital Investors registered with SEBI;

• State Industrial Development Corporations;

• Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other law
relating to Trusts and who are authorized under their constitution to hold and invest in equity shares;
• Scientific and/or Industrial Research Organizations authorized to invest in equity shares;
• Insurance Companies registered with Insurance Regulatory and Development Authority, India;
• Provident Funds with minimum corpus of Rs. 2,500 Lakhs and who are authorized under their constitution
to hold and invest in equity shares;
• Pension Funds with minimum corpus of Rs. 2,500 Lakhs and who are authorized under their constitution
to hold and invest in equity shares;
• Multilateral and Bilateral Development Financial Institutions;
• National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of
Government of India published in the Gazette of India;

• Insurance funds set up and managed by army, navy or air force of the Union of India
As per the existing regulations, OCBs cannot participate in this Issue.
PARTICIPATION BY ASSOCIATES OF LM
The LM shall not be entitled to subscribe to this Issue in any manner except towards fulfilling their underwriting
obligations. However, associates and affiliates of the LM may subscribe to Equity Shares in the Issue, either in
the QIB Portion and Non-Institutional Portion where the allotment is on a proportionate basis.
AVAILABILITY OF PROSPECTUS AND APPLICATION FORMS
The Memorandum Form 2A containing the salient features of the Prospectus together with the Application Forms
and copies of the Prospectus may be obtained from the Registered Office of our Company, Lead Manager to the
Issue and The Registrar to the Issue as mentioned in the Application Form. The application forms may also be
downloaded from the website of National Stock Exchange of India Limited i.e. www.nseindia.com.
OPTION TO SUBSCRIBE IN THE ISSUE
a) As per Section 29(1) of the Companies Act 2013, Investors will get the allotment of Equity Shares in
dematerialization form only.
b) The Equity Shares, on allotment, shall be traded on Stock Exchange in demat segment only.
c) In a single Application Form an investor shall not exceed the investment limit/minimum number of specified
securities that can be held by him/her/it under the relevant regulations/statutory guidelines.

APPLICATION BY INDIAN PUBLIC INCLUDING ELIGIBLE NRIS APPLYING ON NON

REPATRIATION BASIS
Application must be made only in the names of individuals, limited companies or Statutory
Corporations/institutions and not in the names of minors, foreign nationals, non-residents (except for those
applying on non-repatriation), trusts, (unless the trust is registered under the Societies Registration Act, 1860 or
any other applicable trust laws and is authorized under its constitution to hold shares and debentures in a
company), Hindu undivided families, partnership firms or their nominees. In case of HUF’s application shall be
made by the Karta of the HUF. An applicant in the Net Public Category cannot make an application for that
number of Equity Shares exceeding the number of Equity Shares offered to the public. Eligible NRIs applying on
a non-repatriation basis should authorize their SCSB to block their NRE/FCNR accounts as well as NRO accounts.

247
APPLICATION BY MUTUAL FUNDS
With respect to Applications by Mutual Funds, a certified copy of their SEBI registration certificate must be
lodged along with the Application Form. Failing this, our Company reserves the right to reject the Application
without assigning any reason thereof.
Applications made by asset management companies or custodians of Mutual Funds shall specifically state names
of the concerned schemes for which such Applications are made.
In case of a Mutual Fund, a separate Application can be made in respect of each scheme of the Mutual
Fund registered with SEBI and such Applications in respect of more than one scheme of the Mutual Fund
will not be treated as multiple Applications provided that the Applications clearly indicate the scheme
concerned for which the Application has been made. No Mutual Fund scheme shall invest more than 10%
of its net asset value in equity shares or equity related instruments of any single company provided that the
limit of 10% shall not be applicable for investments in case of index funds or sector or industry specific
schemes. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up
share capital carrying voting rights.
APPLICATIONS BY ELIGIBLE NRIS ON REPATRIATION BASIS
Application Forms have been made available for Eligible NRIs at our Company’s registered Office and at the
office of Lead Manager to the Issue. Eligible NRI applicants may please note that only such applications as are
accompanied by payment in free foreign exchange shall be considered for Allotment. The eligible NRIs who
intend to make payment through Non Resident Ordinary (NRO) accounts shall use the form meant for Resident
Indians and should not use the forms meant for the reserved category. Under the Foreign Exchange Management
Act, 1999 (FEMA) general permission is granted to the companies vide notification no. FEMA/20/2000 RB dated
03/05/2000 to issue securities to NRI’s subject to the terms and conditions stipulated therein. The Companies are
required to file the declaration in the prescribed form to the concerned Regional Office of RBI within 30 days
from the date of issue of shares for allotment to NRI’s on repatriation basis. Allotment of Equity Shares to Non
Resident Indians shall be subject to the prevailing Reserve Bank of India Guidelines. Sale proceeds of such
investments in Equity Shares will be allowed to be repatriated along with the income thereon subject to permission
of the RBI and subject to the Indian Tax Laws and regulations and any other applicable laws. The Company does
not require approvals from FIPB or RBI for the issue of equity shares to eligible NRIs, FIIs, Foreign Venture
Capital Investors registered with SEBI and multilateral and bilateral development financial institutions.
APPLICATIONS BY ELIGIBLE FIIs/FPIs
On January 7, 2014, SEBI notified the SEBI FPI Regulations pursuant to which the existing classes of portfolio
investors namely “foreign institutional investors” and “qualified foreign investors” will be subsumed under a new
category namely “foreign portfolio investors” or “FPIs”. RBI on March 13, 2014 amended the FEMA Regulations
and laid down conditions and requirements with respect to investment by FPIs in Indian companies.
In terms of the SEBI FPI Regulations, any qualified foreign investor or FII who holds a valid certificate of
registration from SEBI shall be deemed to be an FPI until the expiry of the block of three years for which fees
have been paid as per the SEBI FII Regulations. An FII or a sub-account may participate in this Offer, in
accordance with Schedule 2 of the FEMA Regulations, until the expiry of its registration with SEBI as an FII or
a sub-account. An FII shall not be eligible to invest as an FII after registering as an FPI under the SEBI FPI
Regulations. Further, a qualified foreign investor who had not obtained a certificate of registration as and FPI
could only continue to buy, sell or otherwise deal in securities until January 6, 2015. Hence, such qualified foreign
investors who have not registered as FPIS under the SEBI FPI Regulations shall not be eligible to participate in
this Offer. In case of Applications made by FPIs, a certified copy of the certificate of registration issued by the
designated depository participant under the FPI Regulations is required to be attached to the Application Form,
failing which our Company reserves the right to reject any application without assigning any reason. An FII or
subaccount may, subject to payment of conversion fees under the SEBI FPI Regulations, participate in the Offer,
until the expiry of its registration as a FII or sub-account, or until it obtains a certificate of registration as FPI,

248
whichever is earlier. Further, in case of Applications made by SEBI-registered FIIs or sub-accounts, which are
not registered as FPIs, a certified copy of the certificate of registration as an FII issued by SEBI is required to be
attached to the Application Form, failing which our Company reserves the right to reject any Application without
assigning any reason. In terms of the SEBI FPI Regulations, the offer of Equity Shares to a single FPI or an
investor group (which means the same set of ultimate beneficial owner(s) investing through multiple entities)
must be below 10.00% of our post-Issue Equity Share capital. Further, in terms of the FEMA Regulations, the
total holding by each FPI shall be below 10.00% of the total paid-up Equity Share capital of our Company and
the total holdings of all FPIs put together shall not exceed 24.00% of the paid-up Equity Share capital of our
Company. The aggregate limit of 24.00% may be increased up to the sectorial cap by way of a resolution passed
by the Board of Directors followed by a special resolution passed by the Shareholders of our Company and subject
to prior intimation to RBI. In terms of the FEMA Regulations, for calculating the aggregate holding of FPIs in a
company, holding of all registered FPIs as well as holding of FIIs (being deemed FPIs) shall be included. The
existing individual and aggregate investment limits an FII or sub account in our Company is 10.00% and 24.00%
of the total paid-up Equity Share capital of our Company, respectively. As per the circular issued by SEBI on
November 24, 2014, these investment restrictions shall also apply to subscribers of offshore derivative instruments
(“ODIs”). Two or more subscribers of ODIs having a common beneficial owner shall be considered together as a
single subscriber of the ODI. In the event an investor has investments as a FPI and as a subscriber of ODIs, these
investment restrictions shall apply on the aggregate of the FPI and ODI investments held in the underlying
company. FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions
which may be specified by the Government from time to time. Subject to compliance with all applicable Indian
laws, rules, regulations, guidelines and approvals in terms of Regulation 22 of the SEBI FPI Regulations, an FPI,
other than Category III foreign portfolio and unregulated broad based funds, which are classified as Category II
foreign portfolio investor by virtue of their investment manager being appropriately regulated, may issue or
otherwise deal in offshore derivative instruments (as defined under the SEBI FPI Regulations as any instrument,
by whatever name called, which is issued overseas by an FPI against securities held by it that are listed or proposed
to be listed on any recognized stock exchange in India, as its underlying) directly or indirectly, only in the event
(i) such offshore derivative instruments are issued only to persons who are regulated by an appropriate regulatory
authority; and (ii) such offshore derivative instruments are issued after compliance with know your client‘ norms.
An FPI is also required to ensure that no further issue or transfer of any offshore derivative instrument is made by
or on behalf of it to any persons that are not regulated by an appropriate foreign regulatory authority.
FPIs who wish to participate in the Offer are advised to use the Application Form for Non-Residents (blue in
color). FPIs are required to apply through the ASBA process to participate in the Offer.
AS PER THE CURRENT REGULATIONS, THE FOLLOWING RESTRICTIONS ARE APPLICABLE
FOR INVESTMENTS BY FPIS:
1. A foreign portfolio investor shall invest only in the following securities, namely- (a) Securities in the primary
and secondary markets including shares, debentures and warrants of companies, listed or to be listed on a
recognized stock exchange in India; (b) Units of schemes floated by a domestic mutual funds, whether listed
on a recognized stock exchange or not; (c) Units of Schemes floated by a collective investment scheme; (d)
Derivatives traded on a recognized Stock Exchange; (e) Treasury bills and dated government securities; (f)
Commercial papers issued by an Indian Company; (g) Rupee denominated credit enhanced bonds; (h)
Security receipts issued by asset reconstruction companies; (i) Perpetual debt instruments and debt capital
instruments, as specified by the Reserve Bank of India from time to time; (j) Listed and unlisted non-
convertible debentures/bonds issued by an Indian company in the infrastructure sector, where ‘infrastructure’
is defined in terms of the extant External Commercial Borrowings (ECB) guidelines; (k) Non-Convertible
debentures or bonds issued by Non – Banking Financial Companies categorized as ‘Infrastructure Finance
Companies’ (IFC) by the Reserve Bank of India; (i) Rupee denominated bonds or units issued by
infrastructure debt funds; (m) Indian depository receipts; and (n) Such other instruments specified by the
Board from time to time.

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2. Where a foreign institutional investor or a sub account, prior to commencement of SEBI (Foreign Portfolio
Investors) Regulations, 2014, hold equity shares in a company whose shares are not listed on any recognized
stock exchange, and continues to hold such shares after Initial Public Offering and listing thereof, such shares
shall be subject to lock-in for the same period, if any, as is applicable to shares held by a foreign direct investor
placed in similar position, under the policy of the Government of India relating to foreign direct investment
from the time being in force.
3. In respect of investments in the secondary market, the following additional conditions shall apply:

a) A foreign portfolio investor shall transact in the securities in India only on the basis of taking and giving
delivery of securities purchased or sold;
b) Nothing contained in clause (a) shall apply to:
 Any transactions in derivatives on a recognized stock exchange;
 Short selling transactions in accordance with the framework specified by the Board;
 Any transaction in securities pursuant to an agreement entered into with the merchant banker in the
process of market making or subscribing to unsubscribed portion of the issue in accordance with
Chapter XB of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009
 Any other transaction specified by the Board.
c) No transaction on the stock exchange shall be carried forward;
d) The transaction of business in securities by a foreign portfolio investor shall be only through stock
brokers registered by the Board; provided nothing contained in this clause shall apply to;
i. transactions in Government securities and such other securities falling under the purview of the
Reserve Bank of India which shall be carried out in the manner specified by the Reserve Bank of
India;
ii. Sale of securities in response to a letter of offer sent by an acquirer in accordance with the
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
iii. Sale of securities in response to an offer made by any promoter or acquirer in accordance with the
Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
iv. Sale of securities, in accordance with the Securities and Exchange Board of India (Buy Back of
Securities) Regulations, 1998;
v. divestment of securities in response to an offer by Indian Companies in accordance with Operative
Guidelines of Disinvestment of shares of Indian Companies in the overseas market through issue
of American Depository Receipts or Global Depository Receipts as notified by the Government
of India and directions issued by Reserve Bank of India from time to time;
vi. Any bid for, or acquisition of, securities in response to an offer for disinvestment of shares made
by the Central Government or any State Government;
vii. Any transaction in securities pursuant to an agreement entered into with merchant banker in the
process of market making portion of the issue in accordance with Chapter XB of the Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
viii. Any other transaction specified by Board.
e) A foreign portfolio investor shall hold, deliver or cause to be delivered securities only in dematerialized
form: Provided that any shares held in non-dematerialized form, before the commencement of these
regulation, can be held in non-dematerialized form, if such shares cannot be dematerialized.
4. Unless otherwise approved by the Board, securities shall be registered in the name of the foreign portfolio
investor as a beneficial owner for the purposes of the Depositories Act, 1996.
5. The purchase of Equity Shares of each company by a single foreign portfolio investor or an investor
group shall be below ten percent of the total issued capital of the company.
6. The investment by the foreign portfolio investor shall also be subject to such other conditions and
restrictions as may be specified by the Government of India from time to time.
7. In cases where the Government of India enters into agreements or treaties with other sovereign
Governments and where such agreements or treaties specifically recognize certain entities to be distinct

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 and separate, the Board may, during the validity of such agreements or treaties, recognize them as such,
subject to conditions as may be specified by it.
8. A foreign portfolio investor may lend or borrow securities in accordance with the framework specified
by the Board in this regard.

No foreign portfolio investor may issue, subscribe to or otherwise deal in offshore derivative instruments, directly
or indirectly, unless the following conditions are satisfied:

a) Such offshore derivative instruments are issued only to persons who are regulated by an appropriate
foreign regulatory authority

b) Such offshore derivatives instruments are issued after compliance with ‘know your client’ norms:

Provided that those unregulated broad based funds, which are classified as Category II foreign portfolio investor
by virtue of their investment manager being appropriately regulated shall not issue, subscribe or otherwise deal,
in offshore derivatives instruments directly or indirectly.

Provided further that no Category III foreign portfolio investor shall issue, subscribe to or otherwise deal in
offshore derivatives instruments directly or indirectly.

A foreign portfolio investor shall ensure that further issue or transfer of any offshore derivative instruments issued
by or on behalf of it is made only to persons who are regulated by an appropriate foreign regulatory authority.

Foreign portfolio investors shall fully disclose to the Board any information concerning the terms of and parties
to off-shore derivative instruments such as participatory notes, equity linked notes or any other such instruments,
by whatever names they are called, entered into by it relating to any securities listed or proposed to be listed in
any stock exchange in India, as and when and in such form as the Board may specify.

Any offshore derivative instruments issued under the Securities and Exchange Board of India of India (Foreign
Institutional Investors) Regulations, 1995 before commencement of SEBI (Foreign Portfolio Investors)
Regulation, 2014 shall be deemed to have been issued under the corresponding provision of SEBI (Foreign
Portfolio Investors) Regulation, 2014.

The purchase of equity shares of each company by a single foreign portfolio investor or an investor group shall
be below 10 per cent of the total issued capital of the company.

An FII or its subaccount which holds a valid certificate of registration shall, subject to the payment of conversion
fees, be eligible to continue to buy, sell or otherwise deal in securities till the expiry of its registration as a foreign
institutional investor or sub-account, or until he obtains a certificate of registration as foreign portfolio investor,
whichever is earlier.

Qualified foreign investor may continue to buy, sell or otherwise deal in securities subject to the provision of
SEBI (Foreign Portfolio Investors) Regulation, 2014, for a period of one year from the date of commencement of
aforesaid regulations, or until it obtains a certificate of registration as foreign portfolio investor, whichever is
earlier.

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APPLICATIONS BY SEBI REGISTERED ALTERNATIVE INVESTMENT FUND (AIF), VENTURE
CAPITAL FUNDS AND FOREIGN VENTURE CAPITAL INVESTORS
The SEBI (Venture Capital) Regulations, 1996 and the SEBI (Foreign Venture Capital Investor) Regulations,
2000 prescribe investment restrictions on venture capital funds and foreign venture capital investors registered
with SEBI. As per the current regulations, the following restrictions are applicable for SEBI registered venture
capital funds and foreign venture capital investors:
Accordingly, the holding by any individual venture capital fund registered with SEBI in one company should not
exceed 25% of the corpus of the venture capital fund; a Foreign Venture Capital Investor can invest its entire
funds committed for investments into India in one company. Further, Venture Capital Funds and Foreign Venture
Capital Investor can invest only up to 33.33% of the funds available for investment by way of subscription to an
Initial Public Offer.
The SEBI (Alternative Investment Funds) Regulations, 2012 prescribes investment restrictions for various
categories of AIF’s.
The category I and II AIFs cannot invest more than 25% of the corpus in one Investee Company. A category III
AIF cannot invest more than 10% of the corpus in one Investee Company. A venture capital fund registered as a
category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than 1/3rd of its corpus by way of
subscription to an initial public offering of a venture capital undertaking. Additionally, the VCFs which have not
re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the VCF Regulations.
Our Company or the Lead Manager will not be responsible for loss, if any, incurred by the Applicant on account
of conversion of foreign currency.
There is no reservation for Eligible NRIs, FPIs and FVCIs and all Applicants will be treated on the same basis
with other categories for the purpose of allocation.
APPLICATIONS BY LIMITED LIABILITY PARTNERSHIPS
In case of applications made by limited liability partnerships registered under the Limited Liability Partnership
Act, 2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008,
must be attached to the Application Form. Failing this, our Company reserves the right to reject any application,
without assigning any reason thereof.
APPLICATIONS BY INSURANCE COMPANIES
In case of applications made by insurance companies registered with the IRDA, a certified copy of certificate of
registration issued by IRDA must be attached to the Application Form. Failing this, our Company reserves the
right to reject any application, without assigning any reason thereof. The exposure norms for insurers, prescribed
under the Insurance Regulatory and Development Authority (Investment) Regulations, 2000, as amended (the
“IRDA Investment Regulations”), are broadly set forth below:
1. Equity shares of a company: the least of 10% of the investee company’s subscribed capital (face value) or
10% of the respective fund in case of life insurer or 10% of investment assets in case of general insurer or
reinsurer;
2. The entire group of the investee company: the least of 10% of the respective fund in case of a life insurer or
10% of investment assets in case of a general insurer or reinsurer (25% in case of ULIPS); and
3. The industry sector in which the investee company operates: 10% of the insurer’s total investment exposure
to the industry sector (25% in case of ULIPS).
In addition, the IRDA partially amended the exposure limits applicable to investments in public limited companies
in the infrastructure and housing sectors on December 26, 2008, providing, among other things, that the exposure
of an insurer to an infrastructure company may be increased to not more than 20%, provided that in case of equity
investment, a dividend of not less than 4% including bonus should have been declared for at least five preceding
years. This limit of 20% would be combined for debt and equity taken together, without sub ceilings.

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Further, investments in equity including preference shares and the convertible part of debentures shall not exceed
50% of the exposure norms specified under the IRDA Investment Regulations.
APPLICATIONS BY BANKING COMPANIES
Applications by Banking Companies: In case of Applications made by banking companies registered with RBI,
certified copies of: (i) the certificate of registration issued by RBI, and (ii) the approval of such banking company’s
investment committee are required to be attached to the Application Form, failing which our Company and the
Selling Shareholders reserve the right to reject any Application without assigning any reason. The investment
limit for banking companies as per the Banking Regulation Act, 1949, as amended, is 30.00% of the paid up share
capital of the investee company or 30.00% of the banks’ own paid up share capital and reserves, whichever is less
(except in certain specified exceptions, such as setting up or investing in a subsidiary, which requires RBI
approval). Further, the RBI Master Circular of July 1, 2015 sets forth prudential norms required to be followed
for classification, valuation and operation of investment portfolio of banking companies.
Applications by SCSBs: SCSBs participating in the Offer are required to comply with the terms of the SEBI
circulars dated September 13, 2012 and January 2, 2013. Such SCSBs are required to ensure that for making
applications on their own account using ASBA, they should have a separate account in their own name with any
other SEBI registered SCSBs. Further, such account shall be used solely for the purpose of making application in
public issues and clear demarcated funds should be available in such account for such applications.
APPLICATION BY PROVIDENT FUNDS/ PENSION FUNDS
In case of applications made by provident funds/pension funds, subject to applicable laws, with minimum corpus
of Rs. 2,500 Lakhs, a certified copy of certificate from a chartered accountant certifying the corpus of the provident
fund/ pension fund must be attached to the Application Form. Failing this, our Company reserves the right to
reject any application, without assigning any reason thereof.
APPLICATION UNDER POWER OF ATTORNEY
In case of applications made pursuant to a power of attorney by limited companies, corporate bodies, registered
societies, FIIs, Mutual Funds, insurance companies and provident funds with minimum corpus of Rs. 2,500 Lakhs
(subject to applicable law) and pension funds with a minimum corpus of Rs. 2,500 Lakhs a certified copy of the
power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the
memorandum of association and articles of association and/or bye laws must be lodged with the Application Form.
Failing this, our Company reserves the right to accept or reject any application in whole or in part, in either case,
without assigning any reason therefore.
In addition to the above, certain additional documents are required to be submitted by the following entities:
(a) With respect to applications by VCFs, FVCIs, FIIs and Mutual Funds, a certified copy of their SEBI
registration certificate must be lodged along with the Application Form. Failing this, our Company reserves
the right to accept or reject any application, in whole or in part, in either case without assigning any reasons
thereof.
(b) With respect to applications by insurance companies registered with the Insurance Regulatory and
Development Authority, in addition to the above, a certified copy of the certificate of registration issued by
the Insurance Regulatory and Development Authority must be lodged with the Application Form as
applicable. Failing this, our Company reserves the right to accept or reject any application, in whole or in
part, in either case without assigning any reasons thereof.
(c) With respect to applications made by provident funds with minimum corpus of Rs. 2,500 Lakhs (subject to
applicable law) and pension funds with a minimum corpus of Rs. 2,500 Lakhs, a certified copy of a certificate
from a chartered accountant certifying the corpus of the provident fund/pension fund must be lodged along
with the Application Form. Failing this, our Company reserves the right to accept or reject such application,
in whole or in part, in either case without assigning any reasons thereof.

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Our Company in its absolute discretion, reserves the right to relax the above condition of simultaneous lodging of
the power of attorney along with the Application Form, subject to such terms and conditions that our Company,
the lead manager may deem fit.
Our Company, in its absolute discretion, reserves the right to permit the holder of the power of attorney to request
the Registrar to the Issue that, for the purpose of mailing of the Allotment Advice / CANs / letters notifying the
unblocking of the bank accounts of ASBA applicants, the Demographic Details given on the Application Form
should be used (and not those obtained from the Depository of the application). In such cases, the Registrar to the
Issue shall use Demographic Details as given on the Application Form instead of those obtained from the
Depositories.
The above information is given for the benefit of the Applicants. The Company and the LM are not liable
for any amendments or modification or changes in applicable laws or regulations, which may occur after
the date of this Prospectus. Applicants are advised to make their independent investigations and ensure
that the number of Equity Shares applied for do not exceed the applicable limits under laws or regulations.
MAXIMUM AND MINIMUM APPLICATION SIZE
a) For Retail Individual Applicants
The Application must be for a minimum of 2,000 Equity Shares. As the Application Price payable by the Applicant
cannot exceed Rs. 2,00,000, they can make Application for only minimum Application size i.e. for 2,000 Equity
Shares.
b) For Other Applicants (Non Institutional Applicants and QIBs):
The Application must be for a minimum of such number of Equity Shares such that the Application Amount
exceeds Rs. 2,00,000 and in multiples of 2,000 Equity Shares thereafter. An Application cannot be submitted for
more than the Issue Size. However, the maximum Application by a QIB investor should not exceed the investment
limits prescribed for them by applicable laws. Under existing SEBI Regulations, a QIB Applicant cannot withdraw
its Application after the Issue Closing Date and is required to pay 100% QIB Margin upon submission of
Application. In case of revision in Applications, the Non Institutional Applicants, who are individuals, have to
ensure that the Application Amount is greater than Rs. 2,00,000 for being considered for allocation in the Non
Institutional Portion.
Applicants are advised to ensure that any single Application from them does not exceed the investment
limits or maximum number of Equity Shares that can be held by them under applicable law or regulation
or as specified in this Prospectus.
INFORMATION FOR THE APPLICANTS:
a) Our Company will file the Prospectus with the Registrar of Companies National Capital Territory of Delhi &
Haryana at least 3 (three) days before the Issue Opening Date.
b) Any investor (who is eligible to invest in our Equity Shares) who would like to obtain the Prospectus and/ or
the Application Form can obtain the same from our Registered Office or from the office of the LM.
c) Applicants who are interested in subscribing for the Equity Shares should approach the LM or their authorized
agent(s) to register their Applications.
d) Applications made in the Name of Minors and/or their nominees shall not be accepted.
INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM

The Applications should be submitted on the prescribed Application Form and in BLOCK LETTERS in
ENGLISH only in accordance with the instructions contained herein and in the Application Form. Applications
not so made are liable to be rejected. ASBA Application Forms should bear the stamp of the SCSB’s. ASBA
Application Forms, which do not bear the stamp of the SCSB, will be rejected.

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SEBI, vide Circular No. CIR/CFD/14/2012 dated October 04, 2012 has introduced an additional mechanism for
investors to submit application forms in public issues using the stock broker (“broker”) network of Stock
Exchanges, who may not be syndicate members in an issue with effect from January 01, 2013. The list of Broker
Centre is available on the websites of National Stock Exchange of India Limited i.e. www.nseindia.com.
APPLICANT’S DEPOSITORY ACCOUNT AND BANK DETAILS
Please note that, providing bank account details in the space provided in the application form is mandatory
and applications that do not contain such details are liable to be rejected.

Applicants should note that on the basis of name of the Applicants, Depository Participant’s name, Depository
Participant Identification number and Beneficiary Account Number provided by them in the Application Form,
the Registrar to the Issue will obtain from the Depository the demographic details including address, Applicants
bank account details, MICR code and occupation (hereinafter referred to as ‘Demographic Details’). Applicants
should carefully fill in their Depository Account details in the Application Form.
These Demographic Details would be used for all correspondence with the Applicants including mailing of the
CANs / Allocation Advice. The Demographic Details given by Applicants in the Application Form would not be
used for any other purpose by the Registrar to the Issue.
By signing the Application Form, the Applicant would be deemed to have authorized the depositories to provide,
upon request, to the Registrar to the Issue, the required Demographic Details as available on its records.
BASIS OF ALLOTMENT
Allotment will be made in consultation with the National Stock Exchange of India Limited (The Designated Stock
Exchange). In the event of oversubscription, the allotment will be made on a proportionate basis in marketable
lots as set forth here:
1. The total number of Shares to be allocated to each category as a whole shall be arrived at on a proportionate
basis i.e. the total number of Shares applied for in that category multiplied by the inverse of the over
subscription ratio (number of applicants in the category X number of Shares applied for).
2. The number of Shares to be allocated to the successful applicants will be arrived at on a proportionate basis
in marketable lots (i.e. Total number of Shares applied for into the inverse of the over subscription ratio).
3. For applications where the proportionate allotment works out to less than 2,000 equity shares the allotment
will be made as follows:
a) Each successful applicant shall be allotted 2,000 equity shares; and
b) The successful applicants out of the total applicants for that category shall be determined by the drawl of
lots in such a manner that the total number of Shares allotted in that category is equal to the number of
Shares worked out as per (2) above.
4. If the proportionate allotment to an applicant works out to a number that is not a multiple of 2,000 equity
shares, the applicant would be allotted Shares by rounding off to the nearest multiple of 2,000 equity shares
subject to a minimum allotment of 2,000 equity shares.
5. If the Shares allotted on a proportionate basis to any category is more than the Shares allotted to the applicants
in that category, the balance available Shares for allocation shall be first adjusted against any category, where
the allotted Shares are not sufficient for proportionate allotment to the successful applicants in that category,
the balance Shares, if any, remaining after such adjustment will be added to the category comprising of
applicants applying for the minimum number of Shares. If as a result of the process of rounding off to the
nearest multiple of 2,000 equity shares, results in the actual allotment being higher than the shares offered,
the final allotment may be higher at the sole discretion of the Board of Directors, up to 110% of the size of
the offer specified under the Capital Structure mentioned in this Prospectus.

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6. The above proportionate allotment of shares in an Issue that is oversubscribed shall be subject to the
reservation for small individual applicants as described below:
a)As the retail individual investor category is entitled to more than fifty percent on proportionate basis,
the retail individual investors shall be allocated that higher percentage.
b) The balance net offer of shares to the public shall be made available for allotment to
i. Individual applicants other than retails individual investors and
ii. Other investors, including Corporate Bodies/ Institutions irrespective of number of shares
applied for.
c) The unsubscribed portion of the net offer to any one of the categories specified in a) or b) shall/may be
made available for allocation to applicants in the other category, if so required.
‘Retail Individual Investor’ means an investor who applies for shares of value of not more than Rs. 2,00,000/-.
Investors may note that in case of over subscription allotment shall be on proportionate basis and will be finalized
in consultation with NSE.
The Executive Director / Managing Director of NSE – the Designated Stock Exchange in addition to Lead
Manager and Registrar to the Public Issue shall be responsible to ensure that the basis of allotment is finalized in
a fair and proper manner in accordance with the SEBI (ICDR) Regulations.
PAYMENT BY STOCK INVEST
In terms of the Reserve Bank of India Circular No. DBOD No. FSC BC 42/ 24.47.00/ 2003-04 dated November
5, 2003; the option to use the stock invest instrument in lieu of cheques or bank drafts for payment of Application
money has been withdrawn. Hence, payment through stock invest would not be accepted in this Issue.
GENERAL INSTRUCTIONS
Do’s:
• Check if you are eligible to apply;
• Read all the instructions carefully and complete the applicable Application Form;
• Ensure that the details about Depository Participant and Beneficiary Account are correct as Allotment of
Equity Shares will be in the dematerialized form only;
• Each of the Applicants should mention their Permanent Account Number (PAN) allotted under the Income
Tax Act, 1961;
• Ensure that the Demographic Details (as defined herein below) are updated, true and correct in all respects;
• Ensure that the name(s) given in the Application Form is exactly the same as the name(s) in which the
beneficiary account is held with the Depository Participant.
• All Applicants should submit their application through ASBA process only.

Don’ts:
• Do not apply for lower than the minimum Application size;
• Do not apply at a Price Different from the Price Mentioned herein or in the Application Form
• Do not apply on another Application Form after you have submitted an Application to the Bankers of the
Issue.
• Do not pay the Application Price in cash, by money order or by postal order or by stock invest;
• Do not send Application Forms by post; instead submit the same to the Selected Branches / Offices of the
Banker to the Issue.
• Do not fill up the Application Form such that the Equity Shares applied for exceeds the Issue Size and/ or
investment limit or maximum number of Equity Shares that can be held under the applicable laws or
regulations or maximum amount permissible under the applicable regulations;

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• Do not submit the GIR number instead of the PAN as the Application is liable to be rejected on this ground.

OTHER INSTRUCTIONS
Joint Applications in the case of Individuals
Applications may be made in single or joint names (not more than three). In the case of joint Applications, all
payments will be made out in favour of the Applicant whose name appears first in the Application Form or
Revision Form. All communications will be addressed to the First Applicant and will be dispatched to his or her
address as per the Demographic Details received from the Depository.
Multiple Applications
An Applicant should submit only one Application (and not more than one) for the total number of Equity Shares
required. Two or more Applications will be deemed to be multiple Applications if the sole or First Applicant is
one and the same.
In this regard, the procedures which would be followed by the Registrar to the Issue to detect multiple applications
are given below:

(i) All applications are electronically strung on first name, address (1st line) and applicant’s status. Further, these
applications are electronically matched for common first name and address and if matched, these are checked
manually for age, signature and father/ husband’s name to determine if they are multiple applications
(ii) Applications which do not qualify as multiple applications as per above procedure are further checked for
common DP ID/ beneficiary ID. In case of applications with common DP ID/ beneficiary ID, are manually
checked to eliminate possibility of data entry error to determine if they are multiple applications.
(iii) Applications which do not qualify as multiple applications as per above procedure are further checked for
common PAN. All such matched applications with common PAN are manually checked to eliminate
possibility of data capture error to determine if they are multiple applications.
In case of a mutual fund, a separate Application can be made in respect of each scheme of the mutual fund
registered with SEBI and such Applications in respect of more than one scheme of the mutual fund will not be
treated as multiple Applications provided that the Applications clearly indicate the scheme concerned for which
the Application has been made.
In cases where there are more than 20 valid applications having a common address, such shares will be kept in
abeyance, post allotment and released on confirmation of ‘know your client’ norms by the depositories. The
Company reserves the right to reject, in our absolute discretion, all or any multiple Applications in any or all
categories.
PERMANENT ACCOUNT NUMBER OR PAN
Pursuant to the circular MRD/DoP/Circ 05/2007 dated April 27, 2007, SEBI has mandated Permanent Account
Number (‘PAN‛) to be the sole identification number for all participants transacting in the securities market,
irrespective of the amount of the transaction w.e.f. July 02, 2007. Each of the Applicants should mention his/her
PAN allotted under the IT Act. Applications without this information will be considered incomplete and are
liable to be rejected. It is to be specifically noted that Applicants should not submit the GIR number instead of
the PAN, as the Application is liable to be rejected on this ground.
RIGHT TO REJECT APPLICATIONS
In case of QIB Applicants, the Company in consultation with the LM may reject Applications provided that the
reasons for rejecting the same shall be provided to such Applicant in writing. In case of Non Institutional
Applicants, Retail Individual Applicants who applied, the Company has a right to reject Applications based on
technical grounds.

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GROUNDS FOR REJECTIONS
Applicants are advised to note that Applications are liable to be rejected inter alia on the following technical
grounds:
• Amount paid does not tally with the amount payable for the Equity Shares applied for;
• In case of partnership firms, Equity Shares may be registered in the names of the individual partners and no
firm as such shall be entitled to apply;

• Application by persons not competent to contract under the Indian Contract Act, 1872 including minors,
insane persons;
• PAN not mentioned in the Application Form;
• GIR number furnished instead of PAN;

• Applications for lower number of Equity Shares than specified for that category of investors;

• Applications at a price other than the Fixed Price of the Issue;

• Applications for number of Equity Shares which are not in multiples of 2,000;
• Category not ticked;
• Multiple Applications as defined in this Prospectus;
• In case of Application under power of attorney or by limited companies, corporate, trust etc., where relevant
documents are not submitted;

• Applications accompanied by Stock invest/ money order/ postal order/ cash;

• Signature of sole Applicant is missing;
• Application Forms are not delivered by the Applicant within the time prescribed as per the Application Forms,
Issue Opening Date advertisement and the Prospectus and as per the instructions in the Prospectus and the
Application Forms;

• In case no corresponding record is available with the Depositories that matches three parameters namely,
names of the Applicants (including the order of names of joint holders), the Depository Participant’s identity
(DP ID) and the beneficiary’s account number;
• Applications for amounts greater than the maximum permissible amounts prescribed by the regulations;
• Applications by OCBs;

• Applications by US persons other than in reliance on Regulation S or “qualified institutional buyers” as

defined in Rule 144A under the Securities Act;
• Applications not duly signed by the sole Applicant;
• Applications by any persons outside India if not in compliance with applicable foreign and Indian laws;
• Applications that do not comply with the securities laws of their respective jurisdictions are liable to be
rejected;

• Applications by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI
or any other regulatory authority;
• Applications by persons who are not eligible to acquire Equity Shares of the Company in terms of all
applicable laws, rules, regulations, guidelines, and approvals;
• Applications or revisions thereof by QIB Applicants, Non Institutional Applicants where the Application
Amount is in excess of Rs. 2,00,000, received after 2.00 pm on the Issue Closing Date;

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IMPERSONATION
Attention of the applicants is specifically drawn to the provisions of section 38(1) of the Companies Act, 2013
which is reproduced below:
“Any person who:
a. makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for,
its securities; or
b. makes or abets making of multiple applications to a company in different names or in different combinations
of his name or surname for acquiring or subscribing for its securities; or
c. otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to
any other person in a fictitious name,
Shall be liable for action under section 447 of Companies Act, 2013 and shall be treated as Fraud.”
SIGNING OF UNDERWRITING AGREEMENT
Vide Underwriting Agreement dated February 20, 2017 this issue is 100% Underwritten.
FILING OF THE PROSPECTUS WITH THE ROC
The Company will file a copy of the Prospectus with the Registrar of Companies, National Capital Territory of
Delhi & Haryana in terms of Section 26 of Companies Act, 2013.
PRE-ISSUE ADVERTISEMENT
Subject to Section 30 of the Companies Act, 2013 the Company shall, after registering the Prospectus with the
RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI Regulations, in one widely circulated
English language national daily newspaper; one widely circulated Hindi language national daily newspaper and
one regional newspaper with wide circulation. In the pre-issue advertisement, we shall state the Offer Opening
Date and the Offer Closing Date. This advertisement, subject to the provisions of Section 30 of the Companies
Act, 2013, shall be in the format prescribed in Part A of Schedule XIII of the SEBI Regulations.
DESIGNATED DATE AND ALLOTMENT OF EQUITY SHARES
On the Designated Date, the SCSBs shall transfer the funds represented by allocation of Equity Shares into Public
Issue Account with the Banker to the Issue. Upon approval of the Basis of Allotment by the designated Stock
Exchange, the Registrar to the Issue shall upload the same on its website. On the basis of the approved Basis of
Allotment, the Issuer shall pass necessary corporate action to facilitate the Allotment and credit of Equity Share.
Applicants are advised to instruct their Depository Participants to accept the Equity Shares that may be allotted to
them pursuant to the Issue. Pursuant to confirmation of such corporate actions, the Registrar to the Issue will
dispatch Allotment Advice to the Applicants who have been Allotted Equity Shares in the Issue. The dispatch of
Allotment Advice shall be deemed a valid, binding and irrevocable contract.

Issuer will ensure that: (i) the Allotment of Equity Shares; and (ii) initiate corporate action for credit of shares to
the successful Applicants Depository Account will be completed within 4 Working Days of the Issue Closing
Date. The Issuer also ensure the credit of shares to the successful Applicant’s depository account is completed
within one Working Day from the date of Allotment, after the funds are transferred from the SCSBs Banks to
Public Issue Account on the Designated Date.
PAYMENT OF REFUND
In the event that the listing of the Equity Shares does not occur in the manner described in this Prospectus, the
Lead Manager shall intimate Public Issue bank and Public Issue Bank shall transfer the funds from Public Issue
account to Refund Account as per the written instruction from Lead Manager and the Registrar for further payment
to the beneficiary applicants.
As per RBI regulations, OCBs are not permitted to participate in the issue.
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There is no reservation for Non Residents, NRIs, FIIs and Foreign Venture Capital Funds and all Non Residents,
NRIs, FIIs and Foreign Venture Capital Funds will be treated on the same basis with other categories for the
purpose of allocation.
DISPOSAL OF APPLICATION AND APPLICATION MONEYS AND INTEREST IN CASE OF
DELAY
The Company shall ensure the dispatch of Allotment advice, instructions to SCSBs and give benefit to the
beneficiary account with Depository Participants and submit the documents pertaining to the Allotment to the
Stock Exchange within one working day of the date of Allotment of Equity Shares.

The Company shall use best efforts that all steps for completion of the necessary formalities for listing and
commencement of trading at Emerge Platform of NSE where the Equity Shares are proposed to be listed are taken
within 6 (six) working days of closure of the issue.

UNDERTAKINGS BY OUR COMPANY

The Company undertakes the following:
1. That the complaints received in respect of this Issue shall be attended to by us expeditiously;
2. That all steps will be taken for the completion of the necessary formalities for listing and commencement of
trading at the Stock Exchange where the Equity Shares are proposed to be listed within six working days of
closure of the issue;
3. That the letter of allotment/ unblocking of funds to the non-resident Indians shall be dispatched within
specified time; and
4. That no further issue of Equity Shares shall be made till the Equity Shares offered through this Prospectus
are listed.

UTILIZATION OF ISSUE PROCEEDS

Our Board certifies that:
1. All monies received out of the Issue shall be credited/ transferred to a separate bank account other than the
bank account referred to in Section 40 of the Companies Act, 2013;
2. Details of all monies utilized out of the issue referred to in point 1 above shall be disclosed and continued to
be disclosed till the time any part of the issue proceeds remains unutilized under an appropriate separate head
in the balance-sheet of the issuer indicating the purpose for which such monies had been utilized;
3. Details of all unutilized monies out of the Issue referred to in 1, if any shall be disclosed under the appropriate
head in the balance sheet indicating the form in which such unutilized monies have been invested and
4. Our Company shall comply with the requirements of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 in relation to the disclosure and monitoring of the utilization of the proceeds of the Issue.
5. Our Company shall not have recourse to the Issue Proceeds until the approval for listing and trading of the
Equity Shares from the Stock Exchange where listing is sought has been received.
WITHDRAWAL OF THE ISSUE

The Company, in consultation with the LM, reserves the right not to proceed with the Issue at any time before the
Issue Opening Date, without assigning any reason thereof. Notwithstanding the foregoing, the Issue is also subject
to obtaining the following:
1. The final listing and trading approvals of NSE for listing of Equity Shares offered through this issue on its
Emerge Platform, which the Company shall apply for after Allotment and
2. The filing of Prospectus with the concerned RoC. In case, the Company wishes to withdraw the Issue after
Issue Opening but before allotment, the Company will give public notice giving reasons for withdrawal of
Issue. The public notice will appear in two widely circulated national newspapers (One each in English and
Hindi) and one in regional newspaper.

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The LM, through the Registrar to the Issue, will instruct the SCSBs to unblock the ASBA Accounts within one
Working Day from the day of receipt of such instruction. The notice of withdrawal will be issued in the same
newspapers where the pre-Issue advertisements have appeared and the Stock Exchange will also be informed
promptly.
If our Company withdraws the Issue after the Issue Closing Date and thereafter determines that it will proceed
with an initial public offering of Equity Shares, our Company shall file a fresh Prospectus with stock exchange(s).
EQUITY SHARES IN DEMATERIALISED FORM WITH NSDL OR CDSL
To enable all shareholders of the Company to have their shareholding in electronic form, the Company is in the
process of entering into agreements with the Depositories and the Registrar and Share Transfer Agent:
(a) We have entered into tripartite agreement between NSDL, the Company and the Registrar to the Issue on March
21, 2017.

(b) We have entered into tripartite agreement between CDSL, the Company and the Registrar to the Issue on March
11, 2017.

The Company’s Equity shares bear an ISIN No. INE964W01013

• An Applicant applying for Equity Shares must have at least one beneficiary account with either of the
Depository Participants of either NSDL or CDSL prior to making the Application.

• The Applicant must necessarily fill in the details (including the Beneficiary Account Number and Depository
Participant’s Identification Number) appearing in the Application Form or Revision Form.
• Allotment to a successful Applicant will be credited in electronic form directly to the beneficiary account
(with the Depository Participant) of the Applicant.
• Names in the Application Form or Revision Form should be identical to those appearing in the account details
in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they
appear in the account details in the Depository.
• If incomplete or incorrect details are given under the heading ‘Applicants Depository Account Details’ in the
Application Form or Revision Form, it is liable to be rejected.
• The Applicant is responsible for the correctness of his or her Demographic Details given in the Application
Form vis à vis those with his or her Depository Participant.

• Equity Shares in electronic form can be traded only on the stock exchanges having electronic connectivity
with NSDL and CDSL. The Stock Exchange where our Equity Shares are proposed to be listed has electronic
connectivity with CDSL and NSDL.
• The allotment and trading of the Equity Shares of the Company would be in dematerialized form only for all
investors.
COMMUNICATIONS
All future communications in connection with the Applications made in this Issue should be addressed to the
Registrar to the Issue quoting the full name of the Sole or First Applicant, Application Form number, Applicants
Depository Account Details, number of Equity Shares applied for, date of Application form, name and address of
the Banker to the Issue where the Application was submitted and a copy of the acknowledgement slip. Investors
can contact the Compliance Officer or the Registrar to the Issue in case of any pre Issue or post Issue related
problems such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary accounts
etc.

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ISSUE PROCEDURE FOR ASBA (APPLICATION SUPPORTED BY BLOCKED ACCOUNT)
APPLICANTS
In accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all
the Applicants have to compulsorily apply through the ASBA Process. Our Company and the LM are not
liable for any amendments, modifications, or changes in applicable laws or regulations, which may occur
after the date of this Prospectus. ASBA Applicants are advised to make their independent investigations
and to ensure that the ASBA Application Form is correctly filled up, as described in this section.
The lists of banks that have been notified by SEBI to act as SCSB (Self Certified Syndicate Banks) for the ASBA
Process are provided on http://www.sebi.gov.in/cms/sebi_data/attachdocs/1480483399603.html. For details on
designated branches of SCSB collecting the Application Form, please refer the above mentioned SEBI link.
ASBA PROCESS
Applicant shall submit his Application through an Application Form, either in physical or electronic mode, to the
SCSB with whom the bank account of the ASBA Applicant or bank account utilized by the ASBA Applicant
(‘ASBA Account‛) is maintained. The SCSB shall block an amount equal to the Application Amount in the bank
account specified in the ASBA Application Form, physical or electronic, on the basis of an authorization to this
effect given by the account holder at the time of submitting the Application.
The Application Amount shall remain blocked in the aforesaid ASBA Account until finalization of the Basis of
Allotment in the Issue and consequent transfer of the Application Amount against the allocated shares to the
Public Issue Account, or until withdrawal/failure of the Issue or until withdrawal/rejection of the ASBA
Application, as the case may be.
The ASBA data shall thereafter be uploaded by the SCSB in the electronic IPO system of the Stock Exchange.
Once the Basis of Allotment is finalized, the Registrar to the Issue shall send an appropriate request to the
Controlling Branch of the SCSB for unblocking the relevant bank accounts and for transferring the amount
allocable to the successful ASBA Applicants to the Public Issue Account. In case of withdrawal/failure of the
Issue, the blocked amount shall be unblocked on receipt of such information from the LM.
ASBA Applicants are required to submit their Applications, either in physical or electronic mode. In case of
application in physical mode, the ASBA Applicant shall submit the ASBA Application Form at the Designated
Branch of the SCSB or Registered Brokers or Registered RTAs or DPs registered with SEBI. In case of application
in electronic form, the ASBA Applicant shall submit the Application Form either through the internet banking
facility available with the SCSB, or such other electronically enabled mechanism for applying and blocking funds
in the ASBA account held with SCSB, and accordingly registering such Applications.
Who can apply?
In accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all
investors have to compulsorily apply through the ASBA Process.
Mode of Payment
Upon submission of an Application Form with the SCSB, whether in physical or electronic mode, each ASBA
Applicant shall be deemed to have agreed to block the entire Application Amount and authorized the Designated
Branch of the SCSB to block the Application Amount, in the bank account maintained with the SCSB.
Application Amount paid in cash, by money order or by postal order or by stock invest, or ASBA Application
Form accompanied by cash, money order, postal order or any mode of payment other than blocked amounts in
the SCSB bank accounts, shall not be accepted.
After verifying that sufficient funds are available in the ASBA Account, the SCSB shall block an amount
equivalent to the Application Amount mentioned in the ASBA Application Form till the Designated Date.
On the Designated Date, the SCSBs shall transfer the amounts allocable to the ASBA Applicants from the
respective ASBA Account, in terms of the SEBI Regulations, into the Public Issue Account. The balance amount,

262
if any against the said Application in the ASBA Accounts shall then be unblocked by the SCSBs on the basis of
the instructions issued in this regard by the Registrar to the Issue.
The entire Application Amount, as per the Application Form submitted by the respective ASBA Applicants, would
be required to be blocked in the respective ASBA Accounts until finalization of the Basis of Allotment in the
Issue and consequent transfer of the Application Amount against allocated shares to the Public Issue Account, or
until withdrawal/failure of the Issue or until rejection of the ASBA Application, as the case may be.
Unblocking of ASBA Account
On the basis of instructions from the Registrar to the Issue, the SCSBs shall transfer the requisite amount against
each successful ASBA Applicant to the Public Issue Account as per the provisions of section 40(3) of the
Companies Act, 2013 and shall unblock excess amount, if any in the ASBA Account. However, the Application
Amount may be unblocked in the ASBA Account prior to receipt of intimation from the Registrar to the Issue by
the Controlling Branch of the SCSB regarding finalization of the Basis of Allotment in the Issue, in the event of
withdrawal/failure of the Issue or rejection of the ASBA Application, as the case may be.

263
 RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India
and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which
such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is
freely permitted in all sectors of Indian economy up to any extent and without any prior approvals, but the foreign
investor is required to follow certain prescribed procedures for making such investment. Foreign investment is
allowed up to 100% under automatic route in our Company.
India’s current Foreign Direct Investment (“FDI”) Policy issued by the Department of Industrial Policy and
Promotion, Ministry of Commerce and Industry, GoI (“DIPP”) by circular of 2016 with effect from June 07, 2016
(“Circular of 2016”), consolidates and supersedes all previous press notes, press releases and clarifications on FDI
issued by the DIPP. The Government usually updates the consolidated circular on FDI Policy once every Year
and therefore, this circular of 2016 will be valid until the DIPP issues an updated circular.
The transfer of shares between an Indian resident and a Non-resident does not require the prior approval of the
FIPB or the RBI, subject to fulfillment of certain conditions as specified by DIPP / RBI, from time to time. Such
conditions include (i) the activities of the investee company are under the automatic route under the foreign direct
investment (“FDI”) Policy and the non-resident shareholding is within the sectoral limits under the FDI policy;
and (ii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI. Investors are advised to refer
to the exact text of the relevant statutory provisions of law before investing and / or subsequent purchase or sale
transaction in the Equity Shares of Our Company.
The Equity Shares have not been and will not be registered under the U.S Securities Act of 1933, as
amended (U.S. Securities Act”) or any state securities laws in the United States and may not be offered or
sold within the United States or to, or for the account or benefit of, “U.S. Persons (as defined in Regulation
S), except pursuant to exemption from, or in a transaction not subject to, the registration requirements of
the U.S. Securities laws. Accordingly, the Equity Shares are being offered and sold only outside the United
States in offshore transaction in reliance on Regulation S under the U.S Securities Act and the applicable
laws of the jurisdiction where those offers and sale occur. However, the Equity Shares have not been and
will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be
offered or sold, and Applications may not be made by persons in any such jurisdiction, except in compliance
with the applicable laws of such jurisdiction.
The above information is given for the benefit of the Applicants. Our Company and the LM are not liable
for any amendments or modification or changes in applicable laws or regulations, which may occur after
the date of this Prospectus. Applicants are advised to make their independent investigations and ensure
that the Applications are not in violation of laws or regulations applicable to them.

264
 SECTION VIII – MAIN PROVISION OF ARTICLES OF ASSOCIATION

Pursuant to Schedule II of the Companies Act and the SEBI Regulation, the main provisions of our Articles
relating to, inter alia, voting rights, dividend, lien, forfeiture, restrictions on transfer and transmission of Equity
Shares or debentures and/or on their consolidation/splitting are detailed below. Please note that each Provision
herein below is numbered as per the corresponding article number in our Articles and capitalized/defined terms
herein have the same meaning given to them in our Articles.

CAPITAL AND INCREASE AND REDUCTION OF CAPITAL

Title of Article Article Number and contents

3.

Share Capital The Authorised Share Capital of the Company shall be such amount, divided into such
class(es) denomination(s) and number of shares in the Company as stated in Clause V
of the Memorandum Of Association of the Company, with power to increase or reduce
such Capital from time to time and power to divide the shares in the Capital for the
time being into other classes and to attach thereto respectively such preferential,
convertible, deferred, qualified, or other special rights, privileges, conditions or
restrictions and to vary, modify or abrogate the same in such manner as may be
determined by or in accordance with the regulations of the Company or the provisions
of the Company or the provisions of the law for the time being in force.

4.

Increase of capital The Company may in General Meeting from time to time by Ordinary Resolution increase
by the Company its capital by creation of new Shares which may be unclassified and may be classified at the
how carried into time of issue in one or more classes and of such amount or amounts as may be deemed
effect expedient. The new Shares shall be issued upon such terms and conditions and with such
rights and privileges annexed thereto as the resolution shall prescribe and in particular, such
Shares may be issued with a preferential or qualified right to dividends and in the distribution
of assets of the Company and with a right of voting at General Meeting of the Company
in conformity with Section 47 of the Companies Act, 2013. Whenever the capital of the
Company has been increased under the provisions of this Article the Directors shall comply
with the provisions of Section 64 of the Companies Act, 2013.

5.

New Capital same Except so far as otherwise provided by the conditions of issue or by These Presents, any
as existing capital capital raised by the creation of new Shares shall be considered as part of the existing
capital, and shall be subject to the provisions herein contained, with reference to the
payment of calls and installments, forfeiture, lien, surrender, transfer and transmission,
voting and otherwise.

6.

Non Voting Shares The Board shall have the power to issue a part of authorised capital by way of non-voting
Shares at price(s) premia, dividends, eligibility, volume, quantum, proportion and other
terms and conditions as they deem fit, in the event it is permitted by law to issue shares
without voting rights attached to them subject however to provisions of law, rules,
regulations, notifications and enforceable guidelines for the time being in force.

265
 7.

Redeemable Subject to the provisions of Section 55 of the Companies Act, 2013, the Company
Preference Shares shall have the power to issue preference shares which are or at the option of the
Company, liable to be redeemed and the resolution authorizing such issue shall
prescribe the manner, terms and conditions of redemption.

8.

Voting rights of The holder of Preference Shares shall have a right to vote only on Resolutions, which
preference shares directly affect the rights attached to his Preference Shares and in circumstances
provided under Section 47(2).

9.

Provisions to apply On the issue of redeemable preference shares under the provisions of Article 7 hereof,
on issue of the following provisions-shall take effect:
Redeemable
(a) No such Shares shall be redeemed except out of profits of which would
Preference Shares
otherwise be available for dividend or out of proceeds of a fresh issue of shares
made for the purpose of the redemption.

(b) No such Shares shall be redeemed unless they are fully paid.

(c) The premium, if any payable on redemption shall have been provided for out of
the profits of the Company or out of the Company's security premium account,
before the Shares are redeemed.

(d) Where any such Shares are redeemed otherwise then out of the proceeds of a
fresh issue, there shall out of profits which would otherwise have been available
for dividend, be transferred to a reserve fund, to be called "the Capital
Redemption Reserve Account", a sum equal to the nominal amount of the Shares
redeemed, and the provisions of the Act relating to the reduction of the share
capital of the Company shall, except as provided in Section 55 of the Companies
Act, 2013 apply as if the Capital Redemption Reserve Account were paid-up
share capital of the Company.

(e) Subject to the provisions of Section 55 of the Companies Act, 2013, the
redemption of preference shares hereunder may be affected in accordance with
the terms and conditions of their issue and in the absence of any specific terms
and conditions in that behalf, in such manner as the Directors may think fit.

10.

Reduction of capital The Company may (subject to the provisions of section 52, 55(1) & (2) of the
Companies Act, 2013 and Section 80 of the Companies Act, 1956, to the extent
applicable, and Section 100 to 105 of the Companies Act, 1956, both inclusive, and
other applicable provisions, if any, of the Act) from time to time by Special Resolution
reduce

(a) the share capital;

266
 (b) any capital redemption reserve account; or

(c) any security premium account.

In any manner for the time being, authorized by law and in particular capital may be
paid off on the footing that it may be called up again or otherwise. This Article is not
to derogate from any power the Company would have, if it were omitted.

11.

Purchase of own The Company shall have power, subject to and in accordance with all applicable
Shares provisions of the Act, to purchase any of its own fully paid Shares whether or not they
are redeemable and may make a payment out of capital in respect of such purchase.

12.

Sub-division Subject to the provisions of Section 61 of the Companies Act, 2013 and other
consolidation and applicable provisions of the Act, the Company in General Meeting may, from time to
cancellation of time, sub-divide or consolidate its Shares, or any of them and the resolution whereby
Shares any Share is sub-divided may determine that, as between the holders of the Shares
resulting from such sub-divisions, one or more of such Shares shall have some
preference or special advantage as regards dividend, capital or otherwise over or as
compared with the other(s). Subject as aforesaid, the Company in General Meeting
may also cancel shares which have not been taken or agreed to be taken by any person
and diminish the amount of its share capital by the amount of the Shares so cancelled.

MODIFICATION OF RIGHTS
Title of Article Article Number and contents

13.

Modification of Whenever the capital, by reason of the issue of preference shares or otherwise, is
rights divided into different classes of Shares, all or any of the rights and privileges attached
to each class may, subject to the provisions of Sections 48 of the Companies Act, 2013
be modified, commuted, affected, abrogated, dealt with or varied with the consent in
writing of the holders of not less than three-fourth of the issued capital of that class or
with the sanction of a Special Resolution passed at a separate General Meeting of the
holders of Shares of that class, and all the provisions hereafter contained as to General
Meeting shall mutatis mutandis apply to every such Meeting. This Article is not to
derogate from any power the Company would have if this Article was omitted.

The rights conferred upon the holders of the Shares (including preference shares, if
any) of any class issued with preferred or other rights or privileges shall, unless
otherwise expressly provided by the terms of the issue of Shares of that class, be
deemed not to be modified, commuted, affected, dealt with or varied by the creation
or issue of further Shares ranking pari passu therewith.

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SHARES, CERTIFICATES AND DEMATERIALISATION

Title of Article Article Number and contents

14.

Restriction on The Board of Directors shall observe the restrictions on allotment of Shares to the
allotment and return public contained in Section 39 of the Companies Act, 2013, and shall cause to be made
of allotment the returns as to allotment provided for in Section 39 of the Companies Act, 2013.

15.

Further issue of (1) Where at any time, a company having a share capital proposes to increase its
shares subscribed capital by the issue of further shares, such shares shall be offered-

(a) to persons who, at the date of the offer, are holders of equity shares of the
company in proportion, as nearly as circumstances admit, to the paid-up
share capital on those shares by sending a letter of offer subject to the
following conditions, namely:—

(i) the offer shall be made by notice specifying the number of shares offered and
limiting a time not being less than fifteen days and not exceeding thirty days
from the date of the offer within which the offer, if not accepted, shall be
deemed to have been declined;

(ii) the offer aforesaid shall be deemed to include a right exercisable by the
person concerned to renounce the shares offered to him or any of them in
favour of any other person; and the notice referred to in clause (i) shall
contain a statement of this right;

(iii) after the expiry of the time specified in the notice aforesaid, or on receipt of
earlier intimation from the person to whom such notice is given that he
declines to accept the shares offered, the Board of Directors may dispose of
them in such manner which is not dis-advantageous to the shareholders and
the company;

(b) to employees under a scheme of employees’ stock option, subject to special

resolution passed by company and subject to such conditions as may be
prescribed; or

(c) to any persons, if it is authorized by a special resolution, whether or not those

persons include the persons referred to in clause (a) or clause (b), either for
cash or for a consideration other than cash, if the price of such shares is
determined by the valuation report of a registered valuer subject to such
conditions as may be prescribed.

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 Title of Article Article Number and contents

(2) The notice referred to in sub-clause (a)(i) of Clause (1) shall be dispatched
through registered post or speed post or through electronic mode to all the existing
shareholders at least three days before the opening of the issue.

(3) Nothing aforesaid shall apply to the increase of the subscribed capital of a
company caused by the exercise of an option as a term attached to the debentures
issued or loan raised by the company to convert such debentures or loans into
shares in the company:

Provided that the terms of issue of such debentures or loan containing such an option
have been approved before the issue of such debentures or the raising of loan by a
special resolution passed by the company in general meeting.

16.

Shares at the Subject to the provisions of Section 62 of the Companies Act, 2013 and these Articles,
disposal of the the Shares in the capital of the Company for the time being shall be under the control
Directors of the Directors who may issue, allot or otherwise dispose of the same or any of them
to such person, in such proportion and on such terms and conditions and either at a
premium or at par or (subject to the compliance with the provision of Section 53 of
the Companies Act, 2013) at a discount and at such time as they may from time to
time think fit and with sanction of the Company in the General Meeting to give to any
person or persons the option or right to call for any Shares either at par or premium
during such time and for such consideration as the Directors think fit, and may issue
and allot Shares in the capital of the Company on payment in full or part of any
property sold and transferred or for any services rendered to the Company in the
conduct of its business and any Shares which may so be allotted may be issued as fully
paid up Shares and if so issued, shall be deemed to be fully paid Shares. Provided that
option or right to call for Shares shall not be given to any person or persons without
the sanction of the Company in the General Meeting.

16A

Power to offer (1) Without prejudice to the generality of the powers of the Board under Article 16
Shares/options to or in any other Article of these Articles of Association, the Board or any
acquire Shares Committee thereof duly constituted may, subject to the applicable provisions of
the Act, rules notified thereunder and any other applicable laws, rules and
regulations, at any point of time, offer existing or further Shares (consequent to
increase of share capital) of the Company, or options to acquire such Shares at
any point of time, whether such options are granted by way of warrants or in any
other manner (subject to such consents and permissions as may be required) to
its employees, including Directors (whether whole-time or not), whether at par,
at discount or at a premium, for cash or for consideration other than cash, or any
combination thereof as may be permitted by law for the time being in force.

(2) In addition to the powers of the Board under Article 16A (1), the Board may also
allot the Shares referred to in Article 16A (1) to any trust, whose principal

269
 Title of Article Article Number and contents

objects would inter alia include further transferring such Shares to the
Company’s employees [including by way of options, as referred to in Article
16A (1)] in accordance with the directions of the Board or any Committee
thereof duly constituted for this purpose. The Board may make such provision
of moneys for the purposes of such trust, as it deems fit.

(3) The Board, or any Committee thereof duly authorized for this purpose, may do
all such acts, deeds, things, etc. as may be necessary or expedient for the
purposes of achieving the objectives set out in Articles 16A (1) and (2) above.
17.

Application of (1) Where the Company issues Shares at a premium whether for cash or otherwise,
premium received on a sum equal to the aggregate amount or value of the premium on these Shares
Shares shall be transferred to an account, to be called "the securities premium account"
and the provisions of the Act relating to the reduction of the share capital of the
Company shall except as provided in this Article, apply as if the securities
premium account were paid up share capital of the Company.

(2) The securities premium account may, notwithstanding anything in clause (1)
thereof be applied by the Company:

(a) In paying up unissued Shares of the Company, to be issued to the Members

of the Company as fully paid bonus shares;
(b) In writing off the preliminary expenses of the Company;
(c) In writing off the expenses of or the commission paid or discount allowed
or any issue of Shares or debentures of the Company ; or
(d) In providing for the premium payable on the redemption of any redeemable
preference shares or of any debentures of the Company.
(e) For the purchase of its own shares or other securities under Section 68 of
the Companies Act, 2013.
18.

Power also to In addition to and without derogating from the powers for that purpose conferred on
Company in General the Board under these Articles, the Company in General Meeting may, subject to the
Meeting to issue provisions of Section 62 of the Companies Act, 2013, determine that any Shares
Shares (whether forming part of the original capital or of any increased capital of the
Company) shall be offered to such persons (whether Members or not) in such
proportion and on such terms and conditions and either (subject to compliance with
the provisions of Sections 52 and 53 of the Companies Act, 2013) at a premium or at
par or at a discount as such General Meeting shall determine and with full power to
give any person (whether a Member or not) the option or right to call for or buy allotted
Shares of any class of the Company either (subject to compliance with the provisions
of Sections 52 and 53 of the Companies Act, 2013) at a premium or at par or at a
discount, such option being exercisable at such times and for such consideration as
may be directed by such General Meeting or the Company in General Meeting may
make any other provision whatsoever for the issue, allotment, or disposal of any
Shares.

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 Title of Article Article Number and contents

18A

Power of General (1) Without prejudice to the generality of the powers of the General Meeting under
Meeting to authorize Article 18 or in any other Article of these Articles of Association, the General
Board to offer Meeting may, subject to the applicable provisions of the Act, rules notified
Shares/Options to thereunder and any other applicable laws, rules and regulations, determine, or
employees give the right to the Board or any Committee thereof to determine, that any
existing or further Shares (consequent to increase of share capital) of the
Company, or options to acquire such Shares at any point of time, whether such
options are granted by way of warrants or in any other manner (subject to such
consents and permissions as may be required) be allotted/granted to its
employees, including Directors (whether whole-time or not), whether at par, at
discount or a premium, for cash or for consideration other than cash, or any
combination thereof as may be permitted by law for the time being in force. The
General Meeting may also approve any Scheme/Plan/ other writing, as may be
set out before it, for the aforesaid purpose.

(2) In addition to the powers contained in Article 18A (1), the General Meeting may
authorize the Board or any Committee thereof to exercise all such powers and do
all such things as may be necessary or expedient to achieve the objectives of any
Scheme/Plan/other writing approved under the aforesaid Article.
19.

Shares at a discount The Company shall not issue Shares at a discount except the issue of Sweat Equity
Shares of a class already issued, if the following conditions are fulfilled, namely:

(a) the issue is authorized by a special resolution passed by the company;

(b) the resolution specifies the number of shares, the current market price,
consideration, if any, and the class or classes of directors or employees to
whom such equity shares are to be issued;

(c) not less than one year has, at the date of such issue, elapsed since the date on
which the company had commenced business; and

(d) where the equity shares of the company are listed on a recognized stock
exchange, the sweat equity shares are issued in accordance with the
regulations made by the Securities and Exchange Board in this behalf and if
they are not so listed, the sweat equity shares are issued in accordance with
the prescribed rules.
20.

Installments of If by the conditions of any allotment of any Shares the whole or any part of the amount
Shares to be duly paid or issued price thereof shall, be payable by installments, every such installment shall
when due, be paid to the Company by the person who for the time being and from

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 Title of Article Article Number and contents

time to time shall be the registered holder of the Shares or his legal representatives,
and shall for the purposes of these Articles be deemed to be payable on the date fixed
for payment and in case of non-payment the provisions of these Articles as to payment
of interest and expenses forfeiture and like and all the other relevant provisions of the
Articles shall apply as if such installments were a call duly made notified as hereby
provided.

21.

The Board may issue Subject to the provisions of the Act and these Articles, the Board may allot and issue
Shares as fully paid- Shares in the Capital of the Company as payment for any property purchased or
up acquired or for services rendered to the Company in the conduct of its business or in
satisfaction of any other lawful consideration. Shares which may be so issued may be
issued as fully paid-up or partly paid up Shares.

22.

Acceptance of Any application signed by or on behalf of an applicant for Share(s) in the Company,
Shares followed by an allotment of any Share therein, shall be an acceptance of Share(s)
within the meaning of these Articles, and every person who thus or otherwise accepts
any Shares and whose name is therefore placed on the Register of Members shall for
the purpose of this Article, be a Member.

23.

Deposit and call etc., The money, if any which the Board of Directors shall on the allotment of any Shares
to be debt payable being made by them, require or direct to be paid by way of deposit, call or otherwise,
in respect of any Shares allotted by them shall immediately on the inscription of the
name of the allottee in the Register of Members as the holder of such Shares, become
a debt due to and recoverable by the Company from the allottee thereof, and shall be
paid by him accordingly.

24.

Liability of Every Member, or his heirs, executors or administrators to the extent of his assets
Members which come to their hands, shall be liable to pay to the Company the portion of the
capital represented by his Share which may, for the time being, remain unpaid thereon
in such amounts at such time or times and in such manner as the Board of Directors
shall, from time to time, in accordance with the Company's requirements require or
fix for the payment thereof.

25.(A)

Dematerialisation of Definitions:
securities
Beneficial Owner “Beneficial Owner” means a person whose name is recorded as
such with a Depository.

SEBI “SEBI” means the Securities and Exchange Board of India.

Bye-Laws “Bye-Laws” mean bye-laws made by a depository under Section 26 of the

Depositories Act, 1996;

Depositories Act “Depositories Act” means the Depositories Act, 1996 including any
statutory modifications or re-enactment thereof for the time being in force;

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 Title of Article Article Number and contents

Depository “Depository” means a company formed and registered under the

Companies Act, 1956 and which has been granted a certificate of registration under
sub-section (1A) of Section 12 of the Securities and Exchange Board of India Act,
1992;

Record “Record” includes the records maintained in the form of books or stored in a
computer or in such other form as may be determined by the regulations made by
SEBI;

Regulations “Regulations” mean the regulations made by SEBI;

Security “Security” means such security as may be specified by SEBI.

25.(B)

Dematerialisation of Either on the Company or on the investor exercising an option to hold his securities
securities with a depository in a dematerialised form, the Company shall enter into an agreement
with the depository to enable the investor to dematerialise the Securities, in which
event the rights and obligations of the parties concerned shall be governed by the
Depositories Act.

25.(C)

Options to receive Every person subscribing to securities offered by the Company shall have the option
security certificates to receive the Security certificates or hold securities with a depository.
or hold securities
Where a person opts to hold a Security with a depository, the Company shall intimate
with depository
such depository the details of allotment of the Security, and on receipt of such
information the depository shall enter in its record the name of the allotted as the
Beneficial Owner of that Security.

25.(D)

Securities in All Securities held by a Depository shall be dematerialised and shall be in a fungible
depositories to be in form;
fungible form

25.(E)

Rights of (1) Notwithstanding anything to the contrary contained in the Articles, a Depository
depositories and shall be deemed to be a registered owner for the purposes of effecting transfer of
beneficial owners ownership of Security on behalf of the Beneficial Owner;

(2) Save as otherwise provided in (1) above, the Depository as a registered owner
shall not have any voting rights or any other rights in respect of Securities held
by it;

(3) Every person holding equity share capital of the Company and whose name is
entered as Beneficial Owner in the Records of the Depository shall be deemed to
be a Member of the Company. The Beneficial Owner shall be entitled to all the
rights and benefits and be subjected to all the liabilities in respect of the Securities
held by a Depository.

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 Title of Article Article Number and contents

25.(F)

Depository To Every Depository shall furnish to the Company information about the transfer of
Furnish Information Securities in the name of the Beneficial Owner at such intervals and in such manner
as may be specified by the bye-laws and the Company in that behalf.

25.(G)

Service of Notwithstanding anything in the Act or these Articles to the contrary, where securities
documents are held in a depository, the records of the beneficial ownership may be served by
such depository on the Company by means of electronic mode or by delivery of
floppies or discs.

25.(H)

Option to opt out in If a Beneficial Owner seeks to opt out of a Depository in respect of any Security, the
respect of any Beneficial Owner shall inform the Depository accordingly. The Depository shall on
security receipt of information as above make appropriate entries in its Records and shall
inform the Company. The Company shall, within thirty (30) days of the receipt of
intimation from the depository and on fulfillment of such conditions and on payment
of such fees as may be specified by the regulations, issue the certificate of securities
to the Beneficial Owner or the transferee as the case may be.

25.(I)

Sections 45 and 56 Notwithstanding anything to the contrary contained in the Articles:

of the Companies
(1) Section 45 of the Companies Act, 2013 shall not apply to the Shares held with a
Act, 2013 not to
apply Depository;

(2) Section 56 of the Companies Act, 2013 shall not apply to transfer of Security
affected by the transferor and the transferee both of whom are entered as
Beneficial Owners in the Records of a Depository.
26.

Share certificate (a) Every Member or allottee of Shares is entitled, without payment, to receive one
certificate for all the Shares of the same class registered in his name.

(b) Any two or more joint allottees or holders of Shares shall, for the purpose
of this Article, be treated as a single Member and the certificate of any Share
which may be the subject of joint ownership may be delivered to any one of such
joint owners, on behalf of all of them.
26A.

Limitation of time Every Member shall be entitled, without payment to one or more certificates in
for issue of marketable lots, for all the shares of each class or denomination registered in his name,
certificates or if the directors so approve (upon paying such fee as the Directors so time determine)
to several certificates, each for one or more of such shares and the Company shall
complete and have ready for delivery such certificates within three months from the
date of allotment, unless the conditions of issue thereof otherwise provide, or within
two months of the receipt of application of registration of transfer, transmission, sub-
division, consolidation or renewal of any of its Shares as the case may be. Every
certificate of Shares shall be under the seal of the company and shall specify the

274
 Title of Article Article Number and contents

number and distinctive numbers of Shares in respect of which it is issued and amount
paid-up thereon and shall be in such form as the directors may prescribe and approve,
provided that in respect of a Share or Shares held jointly by several persons, the
Company shall not be bound to issue more than one certificate and delivery of a
certificate of Shares to one or several joint holders shall be a sufficient delivery to all
such holder.
27.

Renewal of share No certificate of any Share or Shares shall be issued either in exchange for those,
certificates which are sub-divided or consolidated or in replacement of those which are defaced,
torn or old, decrepit, worn out, or where the pages on the reverse for recording transfer
have been duly utilised unless the certificate in lieu of which it is issued is surrendered
to the Company.

PROVIDED THAT no fee shall be charged for issue of new certificate in replacement
of those which are old, decrepit or worn out or where the pages on the reverse for
recording transfer have been fully utilized.

28.

Issue of new If any certificate be worn out, defaced, mutilated or torn or if there be no further space
certificate in place of on the back thereof for endorsement of transfer, then upon production and surrender
one defaced, lost or thereof to the Company, a new Certificate may be issued in lieu thereof, and if any
destroyed certificate lost or destroyed then upon proof thereof to the satisfaction of the Company
and on execution of such indemnity as the company deem adequate, being given, a
new certificate in lieu thereof shall be given to the party entitled to such lost or
destroyed Certificate. Every certificate under the article shall be issued without
payment of fees if the Directors so decide, or on payment of such fees (not exceeding
Rs.2/- for each certificate) as the Directors shall prescribe. Provided that no fee shall
be charged for issue of new Certificates in replacement of those which are old, defaced
or worn out or where there is no further space on the back thereof for endorsement of
transfer.
Provided that notwithstanding what is stated above the Directors shall comply with
such rules or regulations or requirements of any Stock Exchange or the rules made
under the Act or rules made under Securities Contracts (Regulation) Act, 1956 or any
other Act, or rules applicable thereof in this behalf.

The provision of this Article shall mutatis mutandis apply to Debentures of the
Company.

29.

The first name joint If any Share(s) stands in the name of two or more persons, the person first named in
holder deemed sole the Register of Members shall, as regards receipt of dividends or bonus or service of
holder notice and all or any other matters connected with Company except voting at Meetings
and the transfer of the Shares be deemed the sole holder thereof but the joint holders
of a Share shall severally as well as jointly be liable for the payment of all incidents
thereof according to the Company's Articles.

275
 30.

Issue of Shares In the event it is permitted by law to issue shares without voting rights attached to
without Voting them, the Directors may issue such share upon such terms and conditions and with
Rights such rights and privileges annexed thereto as thought fit and as may be permitted by
law.

31.

Buy-Back of Shares Notwithstanding anything contained in these articles, in the event it is permitted by
and Securities law for a company to purchase its own shares or securities, the Board of Directors
may, when and if thought fit, buy back, such of the Company’s own shares or
securities as it may think necessary, subject to such limits, upon such terms and
conditions, and subject to such approvals, provision of section 67 and SEBI (Buy Back
of Shares) Regulations as may be permitted by law.

32.

Employees Stock The Directors shall have the power to offer , issue and allot Equity Shares in or
Options Scheme/ Debentures (Whether fully/ partly convertible or not into Equity Shares) of the
Plan Company with or without Equity Warrants to such of the Officers, Employees,
Workers of the Company or of its Subsidiary and / or Associate Companies or
Managing and Whole Time Directors of the Company (hereinafter in this Article
collectively referred to as “the Employees”) as may be selected by them or by the
trustees of such trust as may be set up for the benefit of the Employees in accordance
with the terms and conditions of the Scheme, trust, plan or proposal that may be
formulated , created, instituted or set up by the Board of Directors or the Committee
thereof in that behalf on such terms and conditions as the Board may in its discretion
deem fit.

33.

Sweat Equity Subject to the provisions of the Act (including any statutory modification or re-
enactment thereof, for the time being in force), shares of the Company may be issued
at a discount or for consideration other than cash to Directors or employees who
provide know-how to the Company or create an intellectual property right or other
value addition.

34.

Postal Ballot The Company may pass such resolution by postal ballot in the manner prescribed by
Section 110 of the Companies Act, 2013 and such other applicable provisions of the
Act and any future amendments or re-enactment thereof and as may be required by
any other law including Listing Regulations as amended from time to time.
Notwithstanding anything contained in the provisions of the Act, the Company shall
in the case of a resolution relating to such business, as the Central Government may,
by notification, declare to be conducted only by postal ballot, get such resolution
passed by means of postal ballot instead of transacting such business in a general
meeting of the Company.

35.

Company not bound Except as ordered by a Court of competent jurisdiction or as by law required, the
to recognize any Company shall not be bound to recognize, even when having notice thereof any
interest in Shares equitable, contingent, future or partial interest in any Share, or (except only as is by
these Articles otherwise expressly provided) any right in respect of a Share other than

276
other than of an absolute right thereto, in accordance with these Articles, in the person from time to
registered holder time registered as holder thereof but the Board shall be at liberty at their sole discretion
to register any Share in the joint names of any two or more persons (but not exceeding
4 persons) or the survivor or survivors of them.

36.

Trust recognized (a) Except as ordered, by a Court of competent jurisdiction or as by law required,
the Company shall not be bound to recognize, even when having notice thereof,
any equitable, contingent, future or partial interest in any Share, or (except only
as is by these Articles otherwise expressly provided) any right in respect of a
Share other than an absolute right thereto, in accordance with these Articles, in
the person from time to time registered as holder thereof but the Board shall be
at liberty at their sole discretion to register any Share in the joint names of any
two or more persons (but not exceeding 4 persons) or the survivor or survivors
of them.

(b) Shares may be registered in the name of an incorporated Company or other body
corporate but not in the name of a minor or of a person of unsound mind (except
in case where they are fully paid) or in the name of any firm or partnership.
37.

Declaration by (1) Notwithstanding anything herein contained a person whose name is at any time
person not holding entered in Register of Member of the Company as the holder of a Share in the
beneficial interest in Company, but who does not hold the beneficial interest in such Shares, shall, if
any Shares so required by the Act within such time and in such forms as may be prescribed,
make declaration to the Company specifying the name and other particulars of
the person or persons who hold the beneficial interest in such Share in the manner
provided in the Act.

(2) A person who holds a beneficial interest in a Share or a class of Shares of the
Company, shall if so required by the Act, within the time prescribed, after his
becoming such beneficial owner, make a declaration to the Company specifying
the nature of his interest, particulars of the person in whose name the Shares stand
in the Register of Members of the Company and such other particulars as may be
prescribed as provided in the Act.

(3) Whenever there is a change in the beneficial interest in a Share referred to above,
the beneficial owner shall, of so required by the Act, within the time prescribed,
from the date of such change, make a declaration to the Company in such form
and containing such particulars as may be prescribed in the Act

(4) Notwithstanding anything contained in the Act and Articles 35 and 36 hereof,
where any declaration referred to above is made to the Company, the Company
shall, if so required by the Act, make a note of such declaration in the Register of
Members and file within the time prescribed from the date of receipt of the
declaration a return in the prescribed form with the Registrar with regard to such
declaration.

277
 38.

Funds of Company No funds of the Company shall except as provided by Section 67 of the Companies
not to be applied in Act, 2013 be employed in the purchase of its own Shares, unless the consequent
purchase of Shares reduction of capital is effected and sanction in pursuance of Sections 52, 55 (to the
of the Company extent applicable) of Companies Act, 2013 and Sections 80 and 100 to 105 of the
Companies Act, 1956 and these Articles or in giving either directly or indirectly and
whether by means of a loan, guarantee, the provision of security or otherwise, any
financial assistance for the purpose of or in connection with a purchase or subscription
made or to be made by any person of or for any Share in the Company in its holding
Company.

UNDERWRITING AND BROKERAGE

Title of Article Article Number and contents

39.

Commission may be Subject to the provisions of Section 40 of the Companies Act, 2013, the Company may
paid at anytime pay commission to any person in consideration of his subscribing or
agreeing to subscribe (whether absolutely or conditionally) for any Shares in or
debentures of the Company.

40.

Brokerage The Company may on any issue of Shares or Debentures or on deposits pay such
brokerage as may be reasonable and lawful.

41.

Commission to be Where the Company has paid any sum by way of commission in respect of any Shares
included in the or Debentures or allowed any sums by way of discount in respect to any Shares or
annual return Debentures, such statement thereof shall be made in the annual return as required by
Section 92 to the Companies Act, 2013.

DEBENTURES

Title of Article Article Number and contents

42.

Debentures with (a) The Company shall not issue any debentures carrying voting rights at any
voting rights not to Meeting of the Company whether generally or in respect of particular classes of
be issued business.

(b) Payments of certain debts out of assets subject to floating charge in priority to
claims under the charge may be made in accordance with the provisions of
Section 327 of the Companies Act, 2013.

(c) Certain charges (which expression includes mortgage) mentioned in Section 77

of the Companies Act, 2013 shall be void against the Liquidator or creditor
unless registered as provided in Section 77 of the Companies Act, 2013.

278
Title of Article Article Number and contents

(d) A contract with the Company to take up and pay debentures of the Company
may be enforced by a decree for specific performance.

(e) Unless the conditions of issue thereof otherwise provide, the Company shall
(subject to the provisions of Section 56 of the Companies Act, 2013) within six
months after the allotment of its debentures or debenture-stock and within one
month after the application for the registration of the transfer of any such
debentures or debentures-stock have completed and ready for delivery the
certificate of all debenture-stock allotted or transferred.

(f) The Company shall comply with the provisions of Section 71 of the Companies
Act, 2013 as regards supply of copies of Debenture Trust Deed and inspection
thereof.

(g) The Company shall comply with the provisions of Section 2(16), 77 to 87
(inclusive) of the Companies Act, 2013 as regards registration of charges.

CALLS

Title of Article Article Number and contents

43.

Directors may make (a) Subject to the provisions of Section 49 of the Companies Act, 2013 the Board
calls of Directors may from time to time by a resolution passed at a meeting of a Board
(and not by a circular resolution) make such calls as it thinks fit upon the
Members in respect of all moneys unpaid on the Shares or by way of premium,
held by them respectively and not by conditions of allotment thereof made
payable at fixed time and each Member shall pay the amount of every call so
made on him to person or persons and at the times and places appointed by the
Board of Directors. A call may be made payable by installments. A call may be
postponed or revoked as the Board may determine. No call shall be made payable
within less than one month from the date fixed for the payment of the last
preceding call.

(b) The joint holders of a Share shall be jointly and severally liable to pay all calls
in respect thereof.
44.

Notice of call when Not less than fourteen days notice in writing of any call shall be given by the
to be given Company specifying the time and place of payment and the person or persons to whom
such call shall be paid.

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Title of Article Article Number and contents

45.

Call deemed to have A call shall be deemed to have been made at the time when the resolution authorizing
been made such call was passed at a meeting of the Board of Directors and may be made payable
by the Members of such date or at the discretion of the Directors on such subsequent
date as shall be fixed by the Board of Directors.

46.

Directors may The Directors may, from time to time, at their discretion, extend the time fixed for the
extend time payment of any call, and may extend such time as to all or any of the members who
from residence at a distance or other cause, the Directors may deem fairly entitled to
such extension, but no member shall be entitled to such extension, save as a matter of
grace and favour.

47.

Amount payable at If by the terms of issue of any Share or otherwise any amount is made payable at any
fixed time or by fixed time or by installments at fixed time (whether on account of the amount of the
installments to be Share or by way of premium) every such amount or installment shall be payable as if
treated as calls it were a call duly made by the Directors and of which due notice has been given and
all the provisions herein contained in respect of calls shall apply to such amount or
installment accordingly.

48.

When interest on call If the sum payable in respect of any call or installment is not paid on or before the day
or installment appointed for the payment thereof, the holder for the time being or allottee of the Share
payable in respect of which the call shall have been made or the installment shall be due, shall
pay interest on the same at such rate not exceeding ten percent per annum as Directors
shall fix from the day appointed for the payment thereof up to the time of actual
payment but the Directors may waive payment of such interest wholly or in part.

49.

Evidence in action On the trial of hearing of any action or suit brought by the Company against any
by Company against Member or his Legal Representatives for the recovery of any money claimed to be
share holder due to the Company in respect of his Shares, it shall be sufficient to prove that the
name of the Member in respect of whose Shares the money is sought to be recovered
is entered on the Register of Members as the holder or as one of the holders at or
subsequent to the date at which the money sought to be recovered is alleged to have
become due on the Shares in respect of which the money is sought to be recovered,
that the resolution making the call is duly recorded in the minute book and the notice
of such call was duly given to the Member or his legal representatives sued in
pursuance of these Articles and it shall not be necessary to prove the appointment of
Directors who made such call, nor that a quorum of Directors was present at the Board
meeting at which any call was made nor that the meeting at which any call was made
was duly convened or constituted nor any other matter whatsoever but the proof of
the matters aforesaid shall be conclusive evidence of the debt.

280
 50.

Payment in The Directors may, if they think fit, subject to the provisions of Section 50 of the
anticipation of calls Companies Act, 2013, agree to and receive from any Member willing to advance the
may carry interest same whole or any part of the moneys due upon the shares held by him beyond the
sums actually called for, and upon the amount so paid or satisfied in advance, or so
much thereof as from time to time exceeds the amount of the calls then made upon
the shares in respect of which such advance has been made, the Company may pay
interest at such rate, as the member paying such sum in advance and the Directors
agree upon provided that money paid in advance of calls shall not confer a right to
participate in profits or dividend. The Directors may at any time repay the amount so
advanced.

The Members shall not be entitled to any voting rights in respect of the moneys so
paid by him until the same would but for such payment, become presently payable.

The provisions of these Articles shall mutatis mutandis apply to the calls on
Debentures of the Company.

LIEN

Title of Article Article Number and contents

51.

Partial payment not Neither the receipt by the Company of a portion of any money which shall, from time
to preclude forfeiture to time be due from any Member to the Company in respect of his Shares,
either by way of principal or interest, or any indulgence granted by the Company in
respect of the payment of such money, shall preclude the Company from thereafter
proceeding to enforce a forfeiture of such Shares as hereinafter provided.

52.

Company’s lien on The Company shall have first and paramount lien upon all Shares/Debentures (other
Shares/ Debentures than fully paid up Shares/ Debentures) registered in the name of each Member
(whether solely or jointly with others) and upon the proceeds of sale thereof, for all
moneys (whether presently payable or not) called or payable at a fixed time in respect
of such Shares/ Debentures and no equitable interest in any Share shall be created
except upon the footing and condition that this Article will have full effect and such
lien shall extend to all dividends and bonuses from time to time declared in respect of
such Shares/Debentures; Unless otherwise agreed the registration of a transfer of
Shares/ Debentures shall operate as a waiver of the Company’s lien if any, on such
Shares/Debentures. The Directors may at any time declare any Shares/ Debentures
wholly or in part exempt from the provisions of this Article.

53.

As to enforcing lien The Company may sell, in such manner as the Board thinks fit, any Shares on which
by sale the Company has lien for the purpose of enforcing the same.

PROVIDED THAT no sale shall be made:-

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Title of Article Article Number and contents

(a) Unless a sum in respect of which the lien exists is presently payable; or
(b) Until the expiration of fourteen days after a notice in writing stating and
demanding payment of such part of the amount in respect of which the lien exists
as is /presently payable has been given to the registered holder for the time being
of the Share or the person entitled thereto by reason of his death or insolvency.

For the purpose of such sale the Board may cause to be issued a duplicate certificate
in respect of such Shares and may authorize one of their members to execute a transfer
there from on behalf of and in the name of such Members

The purchaser shall not be bound to see the application of the purchase money, nor
shall his title to the Shares be affected by any irregularity, or invalidity in the
proceedings in reference to the sale.

54.

Application of (a) The net proceeds of any such sale shall be received by the Company and applied
proceeds of sale in or towards satisfaction of such part of the amount in respect of which the lien
exists as is presently payable, and
(b) The residue if any, after adjusting costs and expenses if any incurred shall be
paid to the person entitled to the Shares at the date of the sale (subject to a like
lien for sums not presently payable as existed on the Shares before the sale).

FORFEITURE OF SHARES

Title of Article Article Number and contents

55.
If money payable on If any Member fails to pay the whole or any part of any call or any installments of a
Shares not paid call on or before the day appointed for the payment of the same or any such extension
notice to be given thereof, the Board of Directors may, at any time thereafter, during such time as the
call for installment remains unpaid, give notice to him requiring him to pay the same
together with any interest that may have accrued and all expenses that may have been
incurred by the Company by reason of such non-payment.

56.
Sum payable on For the purposes of the provisions of these Articles relating to forfeiture of Shares, the
allotment to be sum payable upon allotment in respect of a share shall be deemed to be a call payable
deemed a call upon such Share on the day of allotment.

57.
Form of notice The notice shall name a day, (not being less than fourteen days form the day of the
notice) and a place or places on and at which such call in installment and such interest
thereon at such rate not exceeding eighteen percent per annum as the Directors may
determine and expenses as aforesaid are to be paid. The notice shall also state that in
the event of the non-payment at or before the time and at the place appointed, Shares
in respect of which the call was made or installment is payable will be liable to be
forfeited.

282
Title of Article Article Number and contents

58.
In default of payment If the requirements of any such notice as aforesaid are not complied with, any Share
Shares to be forfeited or Shares in respect of which such notice has been given may at any time thereafter
before payment of all calls or installments, interests and expenses due in respect
thereof, be forfeited by a resolution of the Board of Directors to that effect. Such
forfeiture shall include all dividends declared or any other moneys payable in respect
of the forfeited Shares and not actually paid before the forfeiture.

59.
Notice of forfeiture When any Share shall have been so forfeited, notice of the forfeiture shall be given to
to a Member the Member in whose name it stood immediately prior to the forfeiture, and an entry
of the forfeiture, with the date thereof, shall forthwith be made in the Register of
Members, but no forfeiture shall be in any manner invalidated by any omission or
neglect to give such notice or to make any such entry as aforesaid.

60.
Forfeited Shares to Any Share so forfeited, shall be deemed to be the property of the Company and may
be the property of the be sold, re-allotted or otherwise disposed of, either to the original holder or to any
Company and may other person, upon such terms and in such manner as the Board of Directors shall think
be sold etc. fit.

61.
Member still liable Any Member whose Shares have been forfeited shall notwithstanding the forfeiture,
for money owning at be liable to pay and shall forthwith pay to the Company on demand all calls,
the time of forfeiture installments, interest and expenses owing upon or in respect of such Shares at the time
and interest of the forfeiture together with interest thereon from the time of the forfeiture until
payment, at such rate not exceeding eighteen percent per annum as the Board of
Directors may determine and the Board of Directors may enforce the payment of such
moneys or any part thereof, if it thinks fit, but shall not be under any obligation to do
so.
62.
Effects of forfeiture The forfeiture of a Share shall involve the extinction at the time of the forfeiture, of
all interest in and all claims and demand against the Company in respect of the Share
and all other rights incidental to the Share, except only such of those rights as by these
Articles are expressly saved.

63.
Power to annul The Board of Directors may at any time before any Share so forfeited shall have been
forfeiture sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such
conditions as it thinks fit.

64.
Declaration of (a) A duly verified declaration in writing that the declarant is a Director, the
forfeiture Managing Director or the Manager or the Secretary of the Company, and that
Share in the Company has been duly forfeited in accordance with these Articles,
on a date stated in the declaration, shall be conclusive evidence of the facts
therein stated as against all persons claiming to be entitled to the Share.

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Title of Article Article Number and contents

(b) The Company may receive the consideration, if any, given for the Share on any
sale, re-allotment or other disposal thereof and may execute a transfer of the
Share in favour of the person to whom the Share is sold or disposed off.

(c) The person to whom such Share is sold, re-allotted or disposed of shall thereupon
be registered as the holder of the Share.

(d) Any such purchaser or allotee shall not (unless by express agreement) be liable
to pay calls, amounts, installments, interests and expenses owing to the Company
prior to such purchase or allotment nor shall be entitled (unless by express
agreement) to any of the dividends, interests or bonuses accrued or which might
have accrued upon the Share before the time of completing such purchase or
before such allotment.

(e) Such purchaser or allottee shall not be bound to see to the application of the
purchase money, if any, nor shall his title to the Share be effected by the
irregularity or invalidity in the proceedings in reference to the forfeiture, sale,
re-allotment or other disposal of the Shares.
65.
Provisions of these The provisions of these Articles as to forfeiture shall apply in the case of non-payment
articles as to of any sum which by the terms of issue of a Share becomes payable at a fixed time,
forfeiture to apply in whether on account of the nominal value of Share or by way of premium, as if the
case of nonpayment same had been payable by virtue of a call duly made and notified.
of any sum
66.
Cancellation of Upon sale, re-allotment or other disposal under the provisions of these Articles, the
shares certificates in certificate or certificates originally issued in respect of the said Shares shall (unless
respect of forfeited the same shall on demand by the Company have been previously surrendered to it by
Shares the defaulting Member) stand cancelled and become null and void and of no effect
and the Directors shall be entitled to issue a new certificate or certificates in respect
of the said Shares to the person or persons entitled thereto.

67.
Evidence of The declaration as mentioned in Article 64(a) of these Articles shall be conclusive
forfeiture evidence of the facts therein stated as against all persons claiming to be entitled to the
Share.
68.
Validity of sale Upon any sale after forfeiture or for enforcing a lien in purported exercise of the
powers hereinbefore given, the Board may appoint some person to execute an
instrument of transfer of the Shares sold and cause the purchaser's name to be entered
in the Register of Members in respect of the Shares sold, and the purchasers shall not
be bound to see to the regularity of the proceedings or to the application of the
purchase money, and after his name has been entered in the Register of Members in
respect of such Shares, the validity of the sale shall not be impeached by any person
and the remedy of any person aggrieved by the sale shall be in damages only and
against the Company exclusively.

284
 69.
Surrender of Shares The Directors may subject to the provisions of the Act, accept surrender of any share
from any Member desirous of surrendering on such terms and conditions as they think
fit.

TRANSFER AND TRANSMISSION OF SHARES

Title of Article Article Number and contents

70.
No transfers to No Share which is partly paid-up or on which any sum of money is due shall in any
minors etc. circumstances be transferred to any minor, insolvent or person of unsound mind.

71.
Instrument of The instrument of transfer shall be in writing and all provisions of Section 56 of the
transfer Companies Act, 2013 and statutory modification thereof for the time being shall be
duly complied with in respect of all transfer of shares and registration thereof.

72.
Application for (a) An application for registration of a transfer of the Shares in the Company may
transfer be made either by the transferor or the transferee.

(b) Where the application is made by the transferor and relates to partly paid Shares,
the transfer shall not be registered unless the Company gives notice of the
application to the transferee and the transferee makes no objection to the transfer
within two weeks from the receipt of the notice.

(c) For the purposes of clause (b) above notice to the transferee shall be deemed to
have been duly given if it is dispatched by prepaid registered post to the
transferee at the address, given in the instrument of transfer and shall be deemed
to have been duly delivered at the time at which it would have been delivered in
the ordinary course of post.

73.
Execution of transfer The instrument of transfer of any Share shall be duly stamped and executed by or on
behalf of both the transferor and the transferee and shall be witnessed. The transferor
shall be deemed to remain the holder of such Share until the name of the transferee
shall have been entered in the Register of Members in respect thereof. The
requirements of provisions of Section 56 of the Companies Act, 2013 and any
statutory modification thereof for the time being shall be duly complied with.

74.
Transfer by legal A transfer of Share in the Company of a deceased Member thereof made by his legal
representatives representative shall, although the legal representative is not himself a Member be as
valid as if he had been a Member at the time of the execution of the instrument of
transfer.

285
Title of Article Article Number and contents

75.
Register of Members The Board of Directors shall have power on giving not less than seven days pervious
etc when closed notice by advertisement in some newspaper circulating in the district in which the
registered office of the Company is situated to close the Register of Members and/or
the Register of debentures holders , in accordance with Section 91 of the Companies
Act, 2013 and rules made thereunder, at such time or times and for such period or
periods, not exceeding thirty days at a time and not exceeding in the aggregate forty
five days in each year as it may seem expedient to the Board.

76.
Directors may refuse Subject to the provisions of Section 58 & 59 of the Companies Act, 2013, these
to register transfer Articles and other applicable provisions of the Act or any other law for the time being
in force, the Board may refuse whether in pursuance of any power of the company
under these Articles or otherwise to register the transfer of, or the transmission by
operation of law of the right to, any Shares or interest of a Member in or Debentures
of the Company. The Company shall within one month from the date on which the
instrument of transfer, or the intimation of such transmission, as the case may be, was
delivered to Company, send notice of the refusal to the transferee and the transferor
or to the person giving intimation of such transmission, as the case may be, giving
reasons for such refusal. Provided that the registration of a transfer shall not be refused
on the ground of the transferor being either alone or jointly with any other person or
persons indebted to the Company on any account whatsoever except where the
Company has a lien on Shares.
77.
Death of one or more In case of the death of any one or more of the persons named in the Register of
joint holders of Members as the joint holders of any Share, the survivor or survivors shall be the only
Shares persons recognised by the Company as having any title or interest in such Share, but
nothing herein contained shall be taken to release the estate of a deceased joint holder
from any liability on Shares held by him with any other person.

78.
Titles of Shares of The Executors or Administrators of a deceased Member or holders of a Succession
deceased Member Certificate or the Legal Representatives in respect of the Shares of a deceased Member
(not being one of two or more joint holders) shall be the only persons recognized by
the Company as having any title to the Shares registered in the name of such Members,
and the Company shall not be bound to recognize such Executors or Administrators
or holders of Succession Certificate or the Legal Representative unless such Executors
or Administrators or Legal Representative shall have first obtained Probate or Letters
of Administration or Succession Certificate as the case may be from a duly constituted
Court in the Union of India provided that in any case where the Board of Directors in
its absolute discretion thinks it, the Board upon such terms as to indemnity or
otherwise as the Directors may deem proper dispense with production of Probate or
Letters of Administration or Succession Certificate and register Shares standing in the
name of a deceased Member, as a Member. However, provisions of this Article are
subject to Sections 72 and 56 of the Companies Act, 2013.

79.
Notice of application Where, in case of partly paid Shares, an application for registration is made by the
when to be given transferor, the Company shall give notice of the application to the transferee in
accordance with the provisions of Section 56 of the Companies Act, 2013.

286
Title of Article Article Number and contents

80.
Registration of Subject to the provisions of the Act and Article 77 hereto, any person becoming
persons entitled to entitled to Share in consequence of the death, lunacy, bankruptcy or insolvency of any
Shares otherwise Member or by any lawful means other than by a transfer in accordance with these
than by transfer Articles may, with the consent of the Board (which it shall not be under any obligation
(Transmission to give), upon producing such evidence that he sustains the character in respect of
Clause) which he proposes to act under this Article or of such title as the Board thinks
sufficient, either be registered himself as the holder of the Share or elect to have some
person nominated by him and approved by the Board registered as such holder;
provided nevertheless, that if such person shall elect to have his nominee registered
as a holder, he shall execute an instrument of transfer in accordance with the
provisions herein contained, and until he does so, he shall not be freed from any
liability in respect of the Shares. This clause is hereinafter referred to as the
“Transmission Clause”.

81.
Refusal to register Subject to the provisions of the Act and these Articles, the Directors shall have the
nominee same right to refuse to register a person entitled by transmission to any Share of his
nominee as if he were the transferee named in an ordinary transfer presented for
registration.

82.
Person entitled may A person entitled to a Share by transmission shall subject to the right of the Directors
receive dividend to retain dividends or money as is herein provided, be entitled to receive and may give
without being a discharge for any dividends or other moneys payable in respect of the Share.
registered as a
Member
83.
No fee on transfer or No fee shall be charged for registration of transfer, transmission, Probate, Succession
transmissions Certificate & Letters of Administration, Certificate of Death or Marriage, Power of
Attorney or other similar document.

84.
Transfer to be Every instrument of transfer shall be presented to the Company duly stamped for
presented with registration accompanied by such evidence as the Board may require to prove the title
evidence of title of the transferor, his right to transfer the Shares and generally under and subject to
such conditions and regulations as the Board may, from time to time prescribe, and
every registered instrument of transfer shall remain in the custody of the Company
until destroyed by order of the Board.

287
` 85.
Company not liable The Company shall incur no liability or responsibility whatsoever in consequence of
for disregard of a its registering or giving effect to any transfer of Shares made or purporting to be made
notice prohibiting by any apparent legal owner thereof (as shown or appearing in the Register of
registration of Members) to the prejudice of persons having or claiming any equitable right, title or
transfer interest to or in the said Shares, notwithstanding that the Company may have had
notice of such equitable right, title or interest or notice prohibiting registration of such
transfer, and may have entered such notice, or referred thereto, in any book of the
Company, and the Company shall not be bound to be required to regard or attend to
give effect to any notice which may be given to it of any equitable right, title or interest
or be under any liability whatsoever for refusing or neglecting to do so, though it may
have been entered or referred to in some book of the Company, but the Company shall
nevertheless be at liberty to regard and attend to any such notice and give effect thereto
if the Board shall so think fit.

CONVERSION OF SHARES INTO STOCK AND RECONVERSION

Title of Article Article Number and contents

86.

Share may be The Company may, by Ordinary Resolution convert any fully paid up Share into stock,
converted into stock and reconvert any stock into fully paid-up Shares.

87.

Transfer of stock The several holders of such stock may transfer their respective interest therein or any
part thereof in the same manner and subject to the same regulations under which the
stock arose might before the conversion, have been transferred, or as near thereto as
circumstances admit.

PROVIDED THAT the Board may, from time to time, fix the minimum amount of
stock transferable, so however that such minimum shall not exceed the nominal
amount of the Shares from which stock arose.

88.

Right of stock The holders of stock shall, according to the amount of stock held by them, have the
holders same right, privileges and advantages as regards dividends, voting at meeting of the
Company, and other matters, as if they held them in Shares from which the stock arose;
but no such privilege or advantage (except participation in the dividends and profits of
the Company and in the assets on winding up) shall be conferred by an amount of stock
which would not, if existing in Shares, have conferred those privileges or advantages.

89.

Regulation Such of the regulations of the Company as are applicable to the paid up Shares shall
applicable to stock apply to stock and the words "Share" and "Shareholder" in these regulations shall
and share warrant include "stock" and "stock holder" respectively.

288
BORROWING POWERS

Title of Article Article Number and contents

90.

Power to borrow Subject to the provisions of Sections 73, 74 and 179 of the Companies Act, 2013 and
these Articles, the Board of Directors may, from time to time at its discretion by a
resolution passed at a meeting of the Board, borrow, accept deposits from Members
either in advance of calls or otherwise and generally raise or borrow or secure the
payment of any such sum or sums of money for the purposes of the Company from
any source.

PROVIDED THAT, where the moneys to be borrowed together with the moneys
already borrowed (apart from temporary loans obtained from the Company's bankers
in the ordinary course of business) exceed the aggregate of the paid up capital of the
Company and its free reserves (not being reserves set apart for any specific purpose)
the Board of Directors shall not borrow such money without the sanction of the
Company in General Meeting. No debts incurred by the Company in excess of the
limit imposed by this Article shall be valid or effectual unless the lender proves that
he advanced the loan in good faith and without knowledge that the limit imposed by
this Article had been exceeded.

91.

The payment or The payment or repayment of moneys borrowed as aforesaid may be secured in such
repayment of manner and upon such terms and conditions in all respects as the Board of Directors
moneys borrowed may think fit, and in particular in pursuance of a resolution passed at a meeting of the
Board (and not by circular resolution) by the issue of bonds, debentures or debentures
stock of the Company, charged upon all or any part of the property of the Company,
(both present and future), including its un-called capital for the time being and the
debentures and the debenture stock and other securities may be made assignable free
from any equities between the Company and the person to whom the same may be
issued.

92.

Bonds, Debentures, Any bonds, debentures, debenture-stock or other securities issued or to be issued by
etc. to be subject to the Company shall be under the control of the Directors who may issue them upon
control of Directors such terms and conditions and in such manner and for such consideration as they shall
consider being for the benefit of the Company.

93.

Terms of issue of Any Debentures, Debenture-stock or other securities may be issued at a discount,
Debentures premium or otherwise and may be issued on condition that they shall be convertible
into Shares of any denomination, and with any privileges and conditions as to
redemption, surrender, drawing, allotment of Shares, attending (but not voting) at the
General Meeting, appointment of Directors and otherwise. However, Debentures with
the right to conversion into or allotment of Shares shall be issued only with the consent
of the Company in the General Meeting by a Special Resolution.

289
 Title of Article Article Number and contents

94.

Mortgage of If any uncalled capital of the Company is included in or charged by mortgage or other
uncalled capital security, the Directors may, subject to the provisions of the Act and these Articles,
make calls on the Members in respect of such uncalled capital in trust for the person
in whose favour such mortgage or security has been executed.

95.

Indemnity may be Subject to the provisions of the Act and these Articles, if the Directors or any of them
given or any other person shall incur or about to incur any liability as principal or surety for
the payment of any sum primarily due from the Company, the Directors may execute
or cause to be executed any mortgage, charge or security over or affecting the whole
or any part of the assets of the Company by way of indemnity to secure the Directors
or person so becoming liable as aforesaid from any loss in respect of such liability.

RELATED PARTY TRANSACTIONS

Related Party 96.

Transactions
A. Subject to the provisions of the Act, the Company may enter into contracts with
the Related Party which are at arm’s length and are in ordinary course of business of
the company with approval of the Audit Committee.

B. Subject to the provisions of the Act, the Company may enter into contracts with
the related parties which are of such nature wherein it requires consent of
shareholders in terms of Act or Listing Regulations or any other law for the time
being in force, with approval of the shareholders in the general meeting.

MEETING OF MEMBERS
Title of Article Article Number and contents

97.

Annual General i. An Annual General Meeting of the Company shall be held within six months
Meeting after the expiry of each financial year, provided that not more than fifteen months
shall lapse between the date of one Annual General Meeting and that of next.

ii. Nothing contained in the foregoing provisions shall be taken as affecting the
right conferred upon the Registrar under the provisions of Section 96(1) of the
Act to extend the time with which any Annual General Meeting may be held.

iii. Every Annual General Meeting shall be called at a time during business hours
i.e. 9 a.m. to 6 p.m., on a day that is not a Nationalholiday, and shall be held at
the office of the Company or at some other place within the city in which the

290
Title of Article Article Number and contents

Registered Office of the Company is situated as the Board may determine and
the notices calling the Meeting shall specify it as the Annual General Meeting.

iv. The company may in any one Annual General Meeting fix the time for its
subsequent Annual General Meeting.

v. Every Member of the Company shall be entitled to attend, either in person or by

proxy and the Auditors of the Company shall have the right to attend and be
heard at any General Meeting which he attends on any part of the business which
concerns him as an Auditor.

vi. At every Annual General Meeting of the Company, there shall be laid on the
table the Director's Report and Audited statement of accounts, the Proxy Register
with proxies and the Register of Director's Shareholding, which Registers shall
remain open and accessible during the continuance of the Meeting.

vii. The Board shall cause to be prepared the annual list of Members, summary of
share capital, balance sheet and profit and loss account and forward the same to
the Registrar in accordance with Sections 92 and 137 of the Act.
98.

Report statement The Company shall in every Annual General Meeting in addition to any other Report
and registers to be or Statement lay on the table the Director's Report and audited statement of accounts,
laid before the Auditor's Report (if not already incorporated in the audited statement of accounts), the
Annual General Proxy Register with proxies and the Register of Director’s Shareholdings, which
Meeting Registers shall remain open and accessible during the continuance of the Meeting.

99.

Extra-Ordinary All General Meeting other than Annual General Meeting shall be called Extra-
General Meeting Ordinary General Meeting.

100.

Requisitionists’ (1) Subject to the provisions of Section 111 of the Companies Act, 2013, the
Meeting Directors shall on the requisition in writing of such number of Members as is
hereinafter specified:-

(a) Give to the Members of the Company entitled to receive notice of the next
Annual General Meeting, notice of any resolution which may properly be
moved and is intended to be moved at that meeting.
(b) Circulate to the Members entitled to have notice of any General Meeting sent
to them, any statement with respect to the matter referred to in any proposed
resolution or any business to be dealt with at that Meeting.

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Title of Article Article Number and contents

(2) The number of Members necessary for a requisition under clause (1) hereof shall
be such number of Members as represent not less than one-tenth of the total
voting power of all the Members having at the date of the resolution a right to
vote on the resolution or business to which the requisition relates; or

(3) Notice of any such resolution shall be given and any such statement shall be
circulated, to Members of the Company entitled to have notice of the Meeting
sent to them by serving a copy of the resolution or statement to each Member in
any manner permitted by the Act for service of notice of the Meeting and notice
of any such resolution shall be given to any other Member of the Company by
giving notice of the general effect of the resolution in any manner permitted by
the Act for giving him notice of meeting of the Company. The copy of the
resolution shall be served, or notice of the effect of the resolution shall be given,
as the case may be in the same manner, and so far as practicable, at the same
time as notice of the Meeting and where it is not practicable for it to be served
or given at the time it shall be served or given as soon as practicable thereafter.

(4) The Company shall not be bound under this Article to give notice of any
resolution or to circulate any statement unless:

(a) A copy of the requisition signed by the requisitionists (or two or more copies
which between them contain the signature of all the requisitionists) is
deposited at the Registered Office of the Company.
i. In the case of a requisition, requiring notice of resolution, not less than six
weeks before the Meeting;
ii. In the case of any other requisition, not less than two weeks before the
Meeting, and

(b) There is deposited or tendered with the requisition sum reasonably sufficient
to meet the Company’s expenses in giving effect thereto.

PROVIDED THAT if, after a copy of the requisition requiring notice of a

resolution has been deposited at the Registered Office of the Company, an Annual
General Meeting is called for a date six weeks or less after such copy has been
deposited, the copy although not deposited within the time required by this clause,
shall be deemed to have been properly deposited for the purposes thereof.

(5) The Company shall also not be bound under this Article to circulate any
statement, if on the application either of the Company or of any other person
who claims to be aggrieved, the Company Law Board is satisfied that the rights
conferred by this Article are being abused to secure needless publicity for
defamatory matter.

(6) Notwithstanding anything in these Articles, the business which may be dealt with
at Annual General Meeting shall include any resolution for which notice is given

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Title of Article Article Number and contents

in accordance with this Article, and for the purposes of this clause, notice shall
be deemed to have been so given, notwithstanding the accidental omission in
giving it to one or more Members.
101.

Extra-Ordinary (a) The Directors may, whenever they think fit, convene an Extra-Ordinary General
General Meeting by Meeting and they shall on requisition of the Members as herein provided,
Board and by forthwith proceed to convene Extra-Ordinary General Meeting of the Company.
requisition

(b) If at any time there are not within India sufficient Directors capable of acting to
form a quorum, or if the number of Directors be reduced in number to less than
When a Director or
the minimum number of Directors prescribed by these Articles and the
any two Members
continuing Directors fail or neglect to increase the number of Directors to that
may call an Extra
number or to convene a General Meeting, any Director or any two or more
Ordinary General
Members of the Company holding not less than one-tenth of the total paid up
Meeting
share capital of the Company may call for an Extra-Ordinary General Meeting
in the same manner as nearly as possible as that in which meeting may be called
by the Directors.
102.

Contents of (1) In case of requisition the following provisions shall have effect:
requisition, and
number of
(a) The requisition shall set out the matter for the purpose of which the
requisitionists
Meeting is to be called and shall be signed by the requisitionists and shall
required and the
be deposited at the Registered Office of the Company.
conduct of Meeting

(b) The requisition may consist of several documents in like form each signed
by one or more requisitionists.

(c) The number of Members entitled to requisition a Meeting in regard to any

matter shall be such number as hold at the date of the deposit of the
requisition, not less than one-tenth of such of the paid-up share capital of
the Company as that date carried the right of voting in regard to that
matter.

(d) Where two or more distinct matters are specified in the requisition, the
provisions of sub-clause (c) shall apply separately in regard to each such
matter and the requisition shall accordingly be valid only in respect of
those matters in regard to which the conditions specified in that clause are
fulfilled.

(e) If the Board does not, within twenty-one days from the date of the deposit
of a valid requisition in regard to any matters, proceed duly to call a
Meeting for the consideration of those matters on a day not later than

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Title of Article Article Number and contents

forty-five days from the date of the deposit of the requisition, the Meeting
may be called:
(i) by the requisitionists themselves; or
(ii) by such of the requisitionists as represent either a majority in value of
the paid up share capital held by all of them or not less than one tenth
of the paid-up share capital of the Company as is referred to in sub
clauses (c) of clause (I) whichever is less.

PROVIDED THAT for the purpose of this sub-clause, the Board shall, in
the case of a Meeting at which a resolution is to be proposed as a Special
Resolution, be deemed not to have duly convened the Meeting if they do not
give such notice thereof as is required by sub-section (2) of Section 114 of
the Companies Act, 2013.

(2) A meeting called under sub-clause (c) of clause (1) by requisitionists or any
of them:

(a) shall be called in the same manner as, nearly as possible, as that in which
meeting is to be called by the Board; but

(b) shall not be held after the expiration of three months from the date of
deposit of the requisition.

PROVIDED THAT nothing in sub-clause (b) shall be deemed to prevent a

Meeting duly commenced before the expiry
of the period of three months aforesaid, from adjourning to some days after
the expiry of that period.

(3) Where two or more Persons hold any Shares in the Company jointly; a
requisition or a notice calling a Meeting signed by one or some only of them
shall, for the purpose of this Article, have the same force and effect as if it
has been signed by all of them.

(4) Any reasonable expenses incurred by the requisitionists by reason of the

failure of the Board to duly to call a Meeting shall be repaid to the
requisitionists by the Company; and any sum repaid shall be retained by the
Company out of any sums due or to become due from the Company by way
of fees or other remuneration for their services to such of the Directors as
were in default.

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Title of Article Article Number and contents

103.

Length of notice of (1) A General Meeting of the Company may be called by giving not less than
Meeting twenty-one days notice in writing.

(2) A General Meeting may be called after giving shorter notice than that specified
in clause (1) hereof, if consent is accorded thereto:
(i) In the case of Annual General Meeting by all the Members entitled to vote
thereat; and
(ii) In the case of any other Meeting, by Members of the Company holding not
less than ninety-five percent of such part of the paid up share capital of the
Company as gives a right to vote at the Meeting.

PROVIDED THAT where any Members of the Company are entitled to vote only
on some resolution, or resolutions to be moved at a Meeting and not on the others,
those Members shall be taken into account for the purposes of this clause in respect
of the former resolutions and not in respect of the later.

104.

Contents and (1) Every notice of a Meeting of the Company shall specify the place and the day
manner of service of and hour of the Meeting and shall contain a statement of the business to be
notice and persons transacted thereat.
on whom it is to be
served
(2) Subject to the provisions of the Act notice of every General Meeting shall be
given;

(a) to every Member of the Company, in any manner authorized by Section 20 of

the Companies Act, 2013;

(b) to the persons entitled to a Share in consequence of the death or insolvency of

a Member, by sending it through post in a prepaid letter addressed to them by
name or by the title of representative of the deceased, or assignees of the
insolvent, or by like description, at the address, if any in India supplied for the
purpose by the persons claiming to be so entitled or until such an address has
been so supplied, by giving the notice in any manner in which it might have
been given if the death or insolvency had not occurred; and

(c) to the Auditor or Auditors for the time being of the Company

(3) Every notice convening a Meeting of the Company shall state with reasonable
prominence that a Member entitled to attend and vote at the Meeting is entitled
to appoint one or more proxies to attend and vote instead of himself and that a
proxy need not be a Member of the Company.

295
Title of Article Article Number and contents

105.

Special and ordinary (1) (a) In the case of an Annual General Meeting all business to be transacted at the
business and Meeting shall be deemed special, with the exception of business relating to
explanatory (i) the consideration of the accounts, balance sheet, the reports of the Board
statement of Directors and Auditors;
(ii) the declaration of dividend;
(iii) the appointment of Directors in the place of those retiring; and
(iv) the appointment of, and the fixing of the remuneration of the Auditors,
and
(b) In the case of any other meeting, all business shall be deemed special.

(2) Where any items of business to be transacted at the Meeting of the Company are
deemed to be special as aforesaid, there shall be annexed to the notice of the
Meeting a statement setting out all material facts concerning each such item of
business, including in particular the nature of the concern or interest, if any,
therein of every Director.

PROVIDED THAT where any such item of special business at the Meeting of
the Company relates to or affects, any other company, the extent of shareholding
interest in that other company of every Director of the Company shall also be set
out in the statement, if the extent of such shareholding interest is not less than
twenty percent of the paid up-share capital of the other company.

(3) Where any item of business consists of the according of approval to any
document by the Meeting, the time and place where the document can be
inspected shall be specified in the statement aforesaid.
106.

Omission to give The accidental omission to give such notice as aforesaid to or non-receipt thereof by
notice not to any Member or other person to whom it should be given, shall not invalidate the
invalidate proceedings of any such Meeting.
proceedings

MEETING OF MEMBERS

Title of Article Article Number and contents

107.

Notice of business to No General Meeting, Annual or Extra-Ordinary shall be competent to enter upon,
be given discuss or transact any business which has not been mentioned in the notice or notices
convening the Meeting.

108.

Quorum The quorum for General Meetings shall be as under:-

(i) five members personally present if the number of members as on the date of meeting
is not more than one thousand;

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Title of Article Article Number and contents

(ii) fifteen members personally present if the number of members as on the date of
meeting is more than one thousand but up to five thousand;

(iii) thirty members personally present if the number of members as on the date of the
meeting exceeds five thousand;

No business shall be transacted at the General Meeting unless the quorum requisite is
present at the commencement of the Meeting. A body corporate being a Member shall
be deemed to be personally present if it is represented in accordance with Section 113
of the Companies Act, 2013. The President of India or the Governor of a State being
a Member of the Company shall be deemed to be personally present if it is presented
in accordance with Section 113 of the Companies Act, 2013.

109.

If quorum not If within half an hour from the time appointed for holding a Meeting of the Company,
present when a quorum is not present, the Meeting, if called by or upon the requisition of the
Meeting to be Members shall stand dissolved and in any other case the Meeting shall stand,
dissolved and when adjourned to the same day in the next week or if that day is a public holiday until the
to be adjourned next succeeding day which is not a public holiday, at the same time and place or to
such other day and at such other time and place as the Board may determine. If at the
adjourned meeting also, a quorum is not present within half an hour from the time
appointed for holding the Meeting, the Members present shall be a quorum and may
transact the business for which the Meeting was called.

110.

Resolution passed at Where a resolution is passed at an adjourned Meeting of the Company, the resolution
adjourned Meeting for all purposes is treated as having been passed on the date on which it was in fact
passed and shall not be deemed to have been passed on any earlier date.

111.

Chairman of At every General Meeting the Chair shall be taken by the Chairman of the Board of
General Meeting. Directors. If at any Meeting, the Chairman of the Board of Directors is not present
within ten minutes after the time appointed for holding the Meeting or though present,
is unwilling to act as Chairman, the Vice Chairman of the Board of Directors would
act as Chairman of the Meeting and if Vice Chairman of the Board of Directors is not
present or, though present, is unwilling to act as Chairman, the Directors present may
choose one of themselves to be a Chairman, and in default or their doing so or if no
Directors shall be present and willing to take the Chair, then the Members present shall
choose one of themselves, being a Member entitled to vote, to be Chairman.

112.

Act for resolution Any act or resolution which, under the provisions of these Articles or of the Act, is
sufficiently done or permitted or required to be done or passed by the Company in General Meeting shall
passed by Ordinary be sufficiently done so or passed if effected by an Ordinary Resolution unless either
Resolution unless the Act or the Articles specifically require such act to be done or resolution be passed
otherwise required by a Special Resolution.

297
Title of Article Article Number and contents

113.

Business confined to No business shall be discussed at any General Meeting except the election of a
election of Chairman whilst the Chair is vacant.
Chairman whilst the
Chair is vacant

114.

Chairman may (a) The Chairman may with the consent of Meeting at which a quorum is present
adjourn Meeting and shall if so directed by the Meeting adjourn the Meeting from time to time
and from place to place.
(b) No business shall be transacted at any adjourned Meeting other than the business
left unfinished at the Meeting from which the adjournment took place

(c) When a Meeting is adjourned for thirty days or more notice of the adjourned
Meeting shall be given as in the case of an original Meeting.

(d) Save as aforesaid, it shall not be necessary to give any notice of an adjournment
of or of the business to be transacted at any adjourned Meeting.
115.

How questions are Every question submitted to a General Meeting shall be decided in the first instance
decided at Meetings by a show of hands unless the poll is demanded as provided in these Articles.

116.

Chairman's A declaration by the Chairman of the Meeting that on a show of hands, a resolution
declaration of has or has not been carried either unanimously or by a particular majority, and an entry
result of voting on to that effect in the book containing the minutes of the proceeding of the Company’s
show of hands General Meeting shall be conclusive evidence of the fact, without proof of the number
or proportion of votes cast in favour of or against such resolution.

117.

Demand of poll Before or on the declaration of the result of the voting on any resolution on a show of
hands a poll may be ordered to be taken by the Chairman of the Meeting on his own
motion and shall be ordered to be taken by him on a demand made in that behalf by
any Member or Members present in person or by proxy and holding Shares in the
Company which confer a power to vote on the resolution not being less than one-tenth
of the total voting power in respect of the resolution, or on which an aggregate sum of
not less than fifty thousand rupees has been paid up. The demand for a poll may be
withdrawn at any time by the Person or Persons who made the demand.

118.

Time of taking poll A poll demanded on a question of adjournment or election of a Chairman shall be
taken forthwith. A poll demanded on any other question shall be taken at such time
not being later than forty-eight hours from the time when the demand was made and
in such manner and place as the Chairman of the Meeting may direct and the result of
the poll shall be deemed to be the decision of the Meeting on the resolution on which
the poll was taken.

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 Title of Article Article Number and contents

119.

Chairman’s casting In the case of equality of votes, the Chairman shall both on a show of hands and on a
vote poll (if any) have a casting vote in addition to the vote or votes to which he may be
entitled as a Member.

120.

Appointment of Where a poll is to be taken, the Chairman of the Meeting shall appoint two scrutineers
scrutineers to scrutinise the vote given on the poll and to report thereon to him. One of the
scrutineers so appointed shall always be a Member (not being an officer or employee
of the Company) present at the Meeting, provided such a Member is available and
willing to be appointed. The Chairman shall have power, at any time before the result
of the poll is declared, to remove a scrutineer from office and fill vacancies in the
office of the scrutineer arising from such removal or from any other cause.

121.

Demand for poll not The demand for a poll shall not prevent transaction of
to prevent other business (except on the question of the election of the Chairman and of an
transaction of other adjournment) other than the question on which the poll has been demanded.
business

122.

Special notice Where by any provision contained in the Act or in these Articles, special notice is
required for any resolution, the notice of the intention to move the resolution shall be
given to the Company not less than fourteen days before the Meeting at which it is to
be moved, exclusive of the day which the notice is served or deemed to be served on
the day of the Meeting. The Company shall immediately after the notice of the
intention to move any such resolution has been received by it, give its Members notice
of the resolution in the same manner as it gives notice of the Meeting, or if that is not
practicable shall give them notice thereof, either by advertisement in a newspaper
having an appropriate circulation or in any other mode allowed by these presents not
less than seven days before the Meeting.

VOTES OF MEMBERS
Title of Article Article Number and contents

123.

Member paying A Member paying the whole or a part of the amount remaining unpaid on any Share
money in advance not held by him although no part of that amount has been called up, shall not be entitled
to be entitled to vote to any voting rights in respect of moneys so paid by him until the same would but for
in respect thereof such payment become presently payable.

299
Restriction on 124.
exercise of voting
No Member shall exercise any voting rights in respect of any Shares registered in his
rights of Members
name on which any calls or other sums presently payable by him have not been paid
who have not paid
or in regard to which the Company has exercised any right of lien.
calls

125.

Number of votes to Subject to the provisions of Article 123, every Member of the Company holding any
which Member equity share capital and otherwise entitled to vote shall, on a show of hands when
entitled present in person (or being a body corporate present by a representative duly
authorized) have one vote and on a poll, when present in person (including a body
corporate by a duly authorized representative), or by an agent duly authorized under
a Power of Attorney or by proxy, his voting right shall be in proportion to his share of
the paid-up equity share capital of the Company.

Provided however, if any preference shareholder is present at any meeting of the

Company, (save as provided in sub-section (2) of Section 47 of Companies Act, 2013)
he shall have a right to vote only on resolutions before the Meeting which directly
affect the rights attached to his preference shares.

A Member is not prohibited from exercising his voting rights on the ground that he
has not held his Shares or interest in the Company for any specified period preceding
the date on which the vote is taken.

126.

Votes of Members of A Member of unsound mind, or in respect of whom order has been made by any Court
unsound mind having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by
his committee or other legal guardian and any such committee or guardian may, on a
poll, vote by proxy.

127.

Votes of joint If there be joint registered holders of any Shares, one of such persons may vote at any
Members Meeting personally or by an agent duly authorized under a Power of Attorney or by
proxy in respect of such Shares, as if he were solely entitled thereto but the proxy so
appointed shall not have any right to speak at the Meeting, and if more than one of
such joint holders be present at any Meeting either personally or by agent or by proxy,
that one of the said persons so present whose name appears higher on the Register of
Members shall alone be entitled to speak and to vote in respect of such Shares, but the
other holder(s) shall be entitled to vote in preference to a person present by an agent
duly authorized under a Power of Attorney or by proxy although the name of such
person present by agent or proxy stands first or higher in the Register of Members in
respect of such Shares. Several executors or administrators of a deceased Member in
whose name Shares stand shall for the purpose of these Articles be deemed joint
holders thereof.

128.

Representation of (a) A body corporate (whether a company within the meaning of the Act or not)
body corporate may, if it is a Member or creditor of the Company (including a holder of

300
 Debentures) authorize such person as it thinks fit by a resolution of its Board of
Directors or other governing body, to act as its representative at any Meeting of
the Company or any class of shareholders of the Company or at any meeting of
the creditors of the Company or Debenture-holders of the Company. A person
authorized by resolutions aforesaid shall be entitled to exercise the same rights
and powers (including the right to vote by proxy) on behalf of the body corporate
which he represents as that body could exercise if it were an individual Member,
shareholder, creditor or holder of Debentures of the Company. The production
of a copy of the resolution referred to above certified by a Director or the
Secretary of such body corporate before the commencement of the Meeting shall
be accepted by the Company as sufficient evidence of the validity of the said
representatives’ appointment and his right to vote thereat.
(b) Where the President of India or the Governor of a State is a Member of the
Company, the President or as the case may be the Governor may appoint such
person as he thinks fit to act as his representative at any Meeting of the Company
or at any meeting of any class of shareholders of the Company and such a person
shall be entitled to exercise the same rights and powers, including the right to
vote by proxy, as the President, or as the case may be, the Governor could
exercise as a Member of the Company.
129.

Votes in respects of Any person entitled under the Transmission Article to transfer any Shares may vote
deceased or insolvent at any General Meeting in respect thereof in the same manner as if he was the
Members registered holder of such Shares; provided that at least forty-eight hours before the
time of holding the Meeting or adjourned Meeting, as the case may be, at which he
proposes to vote, he shall satisfy the Directors of the right to transfer such Shares and
give such indemnity (if any) as the Directors may require unless the Directors shall
have previously admitted his right to vote at such Meeting in respect thereof.

130.

Voting in person or by Subject to the provisions of these Articles, votes may be given either personally or by
proxy proxy. A body corporate being a Member may vote either by a proxy or by a
representative duly authorized in accordance with Section 105 of the Companies Act,
2013.

131.

Rights of Members to On a poll taken at a Meeting of the Company a Member entitled to more than one vote
use votes differently or his proxy, or other persons entitled to vote for him, as the case may be, need not, if
he votes, use all his votes or cast in the same way all the votes he uses

132.

Proxies Any Member of the Company entitled to attend and vote at a Meeting of the Company,
shall be entitled to appoint another person (whether a Member or not) as his proxy to
attend and vote instead of himself. PROVIDED that a proxy so appointed shall not
have any right whatsoever to speak at the Meeting. Every notice convening a Meeting
of the Company shall state that a Member entitled to attend and vote is entitled to
appoint one or more proxies to attend and vote instead of himself, and that a proxy
need not be a Member of the Company.

301
 133.

Proxy either for An instrument of proxy may appoint a proxy either for the purposes of a particular
specified meeting or Meeting specified in the instrument and any adjournment thereof or it may appoint a
for a period proxy for the purpose of every Meeting to be held before a date specified in the
instrument and every adjournment of any such Meeting.

No proxy to vote on a 134.

show of hands
No proxy shall be entitled to vote by a show of hands.

135.

Instrument of proxy The instrument appointing a proxy and the Power of Attorney or authority (if any)
when to be deposited under which it is signed or a notarially certified copy of that Power of Attorney or
authority, shall be deposited at the Registered Office of the Company at least forty-
eight hours before the time for holding the Meeting at which the person named in the
instrument purposes to vote and in default the instrument of proxy shall not be treated
as valid.

136.

Form of Proxy Every instrument of proxy whether for a specified Meeting or otherwise shall, as
nearly as circumstances will admit, be in any of the forms as prescribed in the
Companies Act, 2013, and signed by the appointer or his attorney duly authorized in
writing or if the appointer is a body corporate, be under its seal or be signed by any
officer or attorney duly authorized by it.

137.

Validity of votes A vote given in accordance with the terms of an instrument of proxy shall be valid
given by proxy notwithstanding the previous death or insanity of the principal, or revocation of the
notwithstanding proxy or of any Power of Attorney under which such proxy was signed, or the transfer
revocation of of the Share in respect of which the vote is given, provided that no intimation in
authority writing of the death, insanity, revocation or transfer shall have been received by the
Company at the Registered Office before the commencement of the Meeting or
adjourned Meeting at which the proxy is used provided nevertheless that the
Chairman of any Meeting shall be entitled to require such evidence as he may in his
discretion think fit of the due execution of an instrument of proxy and of the same not
having been revoked.

138.

Time for objection to No objection shall be made to the qualification of any voter or to the validity of a vote
vote except at the Meeting or adjourned Meeting at which the vote objected to is given or
tendered, and every vote, whether given personally or by proxy, not disallowed at
such Meeting, shall be valid for all proposes and such objection made in due time
shall be referred to the Chairman of the Meeting.

139.

Chairman of any The Chairman of any Meeting shall be the sole judge of the validity of every vote
Meeting to be the tendered at such Meeting. The Chairman present at the taking of a poll shall be the
judge of Validity of sole judge of the validity of every vote tendered at such poll. The decision of the
any value Chairman shall be final and conclusive.

302
 140.

Custody of If any such instrument of appointment is confined to the object of appointing at

Instrument attorney or proxy for voting at Meetings of the Company, it shall remain permanently
or for such time as the Directors may determine, in the custody of the Company. If
such instrument embraces other objects, a copy thereof examined with the original
shall be delivered to the Company to remain in the custody of the Company.

DIRECTORS

Title of Article Article Number and contents

141.

Number of Directors Until otherwise determined by a General Meeting of the Company and subject to the
provisions of Section 149 of the Companies Act, 2013, the number of Directors shall
not be less than three and not more than fifteen.

141A

First Directors of the Company were:

i. Mr. Parvind Kumar

ii. Mr. Raj Kumar

142.

Appointment of The appointment of Directors of the Company shall be in accordance with the
Directors provisions of the Act and these Articles, to the extent applicable.

143.

Debenture Directors Any Trust Deed for securing Debentures may if so arranged, provide for the
appointment, from time to time by the Trustees thereof or by the holders of
Debentures, of some person to be a Director of the Company and may empower such
Trustees or holder of Debentures, from time to time, to remove and re-appoint any
Director so appointed. The Director appointed under this Article is herein referred to
as "Debenture Director" and the term “Debenture Director” means the Director for the
time being in office under this Article. The Debenture Director shall not be liable to
retire by rotation or be removed by the Company. The Trust Deed may contain such
ancillary provisions as may be agreed between the Company and the Trustees and all
such provisions shall have effect notwithstanding any of the other provisions
contained herein.

144.

Nominee Director or (a) Notwithstanding anything to the contrary contained in these Articles, so long as
Corporation Director any moneys remain owing by the Company to any Finance Corporation or Credit
Corporation or to any Financing company or body, (which corporation or body
is hereinafter in this Article referred to as “the corporation”) out of any loans
granted or to be granted by them to the Company or so long as the corporation
continue to hold Debentures in the Company by direct subscription or private
placement, or so long as the Corporation holds Shares in the Company as a result
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Title of Article Article Number and contents

of underwriting or direct subscription or so long as any liability of the Company

arising out of any guarantee furnished by the Corporation on behalf of the
Company remains outstanding, the Corporation shall have a right to appoint
from time to time any person or persons as a Director, whole time or non-whole
time (which Director or Directors is/are hereinafter referred to as "Nominee
Director(s)") on the Board of the Company and to remove from such office any
persons so appointed and to appoint any person or persons in his/their places.

(b) The Board of Directors of the Company shall have no power to remove from
office the Nominee Director(s). Such Nominee Director(s) shall not be required
to hold any Share qualification in the Company. Further Nominee Director shall
not be liable to retirement by rotation of Directors. Subject as aforesaid, the
Nominee Directors(s) shall be entitled to the same rights and privileges and be
subject to the obligations as any other Director of the Company.

(c) The Nominee Director(s) so appointed shall hold the said office only so long as
any moneys remain owing by the Company to the Corporation and the Nominee
Director/s so appointed in exercise of the said power, shall ipso facto vacate such
office immediately on the moneys owing by the Company to the Corporation
being paid off.

(d) The Nominee Director(s) appointed under this Article shall be entitled to receive
all notices of and attend all General Meetings, Board Meetings and all the
Meetings of the Committee of which the Nominee Director(s) is/are Member(s)
as also the minutes of such Meetings. The Corporation shall also be entitled to
receive all such notices and minutes.

(e) The sitting fees in relation to such Nominee Director(s) shall also accrue to the
Corporation and the same shall accordingly be paid by the Company directly to
the Corporation. Any other fees, commission, moneys or remuneration in any
form is payable to the Nominee Director of the Company, such fees,
commission, moneys and remuneration in relation to such Nominee Director(s)
shall accrue to the Corporation and the same shall accordingly be paid by the
Company directly to the Corporation. Any expenses that may be incurred by the
Corporation or such Nominee Director(s), in connection with their appointment
or Directorship, shall also be paid or reimbursed by the Company to the
Corporation or as the case may be to such Nominee Director/s provided that if
any such Nominee Director/s is/are an officer(s) of the Corporation..

Provided also that in the event of the Nominee Director(s) being appointed as Whole-
time Director(s); such Nominee Director/s shall exercise such power and duties as
may be approved by the lenders and have such rights as are usually exercised or
available to a whole-time Director in the management of the affairs of Company. Such
Nominee Director shall be entitled to receive such remuneration, fees, commission
and moneys as may be approved by the Corporation(s) nominated by him.

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Title of Article Article Number and contents

145.

Special Director (a) In connection with any collaboration arrangement with any company or
corporation or any firm or person for supply of technical know-how and/or
machinery or technical advice the directors may authorize such company,
corporation, firm or person herein-after in this clause referred to as
“collaboration” to appoint from time to time any person as director of the
company (hereinafter referred to as “special director”) and may agree that such
special director shall not be liable to retire by rotation and need not possess any
qualification shares to qualify him for office of such director, so however that
such special director shall hold office so long as such collaboration arrangement
remains in force unless otherwise agreed upon between the Company and such
collaborator under the collaboration arrangements or at any time thereafter.
(b) The collaborators may at any time and from time to time remove any such special
director appointed by it and may at the time of such removal and also in the case
of death or resignation of the person so appointed, at any time appoint any other
person as special director in his place and such appointment or removal shall be
made in writing signed by such company or corporation or any partner or such
person and shall be delivered to the Company at its registered office.

(c) It is clarified that every collaborator entitled to appoint a director under this
article may appoint one such person as a director and so that if more then one
collaborator is so entitled there may be at any time as may special directors as
the collaborators eligible to make the appointment.
146.

Limit on number of The provisions of Articles 143, 144 and 145 are subject to the provisions of Section
non-retiring 152 of the Companies Act, 2013 and number of such Directors appointed shall not
Directors exceed in the aggregate one third of the total number of Directors for the time being
in office.

147.

Alternate Director The Board may appoint, an Alternate Director recommended for such appointment by
the Director (hereinafter in this Article called "the Original Director") to act for him
during his absence for a period of not less than three months from the State in which
the meetings of the Board are ordinarily held. Every such Alternate Director shall,
subject to his giving to the Company an address in India at which notice may be served
on him, be entitled to notice of meetings of Directors and to attend and vote as a
Director and be counted for the purposes of a quorum and generally at such Meetings
to have and exercise all the powers and duties and authorities of the Original Director.
The Alternate Director appointed under this Article shall vacate office as and when
the Original Director returns to the State in which the meetings of the Board are
ordinarily held and if the term of office of the Original Director is determined before
he returns to as aforesaid, any provisions in the Act or in these Articles for automatic
reappointment of retiring Director in default of another appointment shall apply to the
Original Director and not the Alternate Director.

305
Title of Article Article Number and contents

148.

Directors may fill in The Directors shall have power at any time and from time to time to appoint any
vacancies person to be a Director to fill a casual vacancy. Such casual vacancy shall be filled
by the Board of Directors at a meeting of the Board. Any person so appointed shall
hold office only up to the date to which the Director in whose place he is appointed
would have held office, if it had not been vacated as aforesaid. However, he shall then
be eligible for re-election.

149.

Additional Directors Subject to the provisions of Section 161 of the Companies Act, 2013 the Directors
shall have the power at any time and from time to time to appoint any other person to
be a Director as an addition to the Board (“Additional Director”) so that the total
number of Directors shall not at any time exceed the maximum fixed by these Articles.
Any person so appointed as an Additional Director to the Board shall hold his office
only up to the date of the next Annual General Meeting and shall be eligible for
election at such Meeting.

150.

Qualification shares A Director need not hold any qualification shares.

151.

Directors’ sitting The fees payable to a Director for attending each Board meeting shall be such sum as
fees may be fixed by the Board of Directors not exceeding such sum as may be prescribed
by the Central Government for each of the meetings of the Board or a Committee
thereof and adjournments thereto attended by him. The Directors, subject to the
sanction of the Central Government (if any required) may be paid such higher fees as
the Company in General Meeting shall from time to time determine.

152.

Extra remuneration Subject to the provisions of Sections 188 and 197 of the Companies Act, 2013, if any
to Directors for Director, being willing, shall be called upon to perform extra services (which
special work expression shall include work done by a Director as a Member of any Committee
formed by the Directors or in relation to signing share certificate) or to make special
exertions in going or residing or residing out of his usual place of residence or
otherwise for any of the purposes of the Company, the Company may remunerate the
Director so doing either by a fixed sum or otherwise as may be determined by the
Director, and such remuneration may be either in addition to or in substitution for his
share in the remuneration herein provided.

Subject to the provisions of the Act, a Director who is neither in the whole time
employment nor a Managing Director may be paid remuneration either:

i. by way of monthly, quarterly or annual payment with the approval of the

Central Government; or
ii. by way of commission if the Company by a Special Resolution authorized
such payment.

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Title of Article Article Number and contents

153.

Traveling expenses The Board of Directors may subject to the limitations provided by the Act allow and
incurred by pay to any Director who attends a meeting of the Board of Directors or any Committee
Directors on thereof or General Meeting of the Company or in connection with the business of the
Company’s business Company at a place other than his usual place of residence, for the purpose of
attending a Meeting such sum as the Board may consider fair compensation for
traveling, hotel, and other incidental expenses properly incurred by him in addition to
his fees for attending such Meeting as above specified.

154.

Director may act The continuing Director or Directors may act notwithstanding any vacancy in their
notwithstanding body, but if and so long as their number is reduced below the quorum fixed by these
vacancy Articles for a meeting of the Board, the Director or Directors may act for the purpose
of increasing the number of Directors or that fixed for the quorum or for summoning
a General Meeting of the Company but for no other purposes.

155.

Board resolution (1) Subject to the provisions of Section 188 of the Companies Act, 2013, except with
necessary for certain the consent of the Board of Directors of the Company, a Director of the Company
contracts or his relative, a firm in which such a Director or relative is partner, any other
partner in such a firm or a private company of which the Director is a member or
director, shall not enter into any contract with the Company:
(a) For the sale, purchase or supply of goods, materials or services; or
(b) for underwriting the subscription of any Share in or debentures of the
Company;
(c) nothing contained in clause (a) of sub-clause (1) shall
affect:-

(i) the purchase of goods and materials from the Company, or the sale of
goods and materials to the Company by any Director, relative, firm,
partner or private company as aforesaid for cash at prevailing market
prices; or
(ii) any contract or contracts between the Company on one side and any
such Director, relative, firm, partner or private company on the other
for sale, purchase or supply of any goods, materials and services in
which either the Company, or the Director, relative, firm, partner or
private company, as the case may be regularly trades or does business.

PROVIDED THAT such contract or contracts do not relate to goods

and materials the value of which, or services the cost of which, exceeds
five thousand rupees in the aggregate in any year comprised in the
period of the contract or contracts.

(b) Notwithstanding any contained in sub-clause (1) hereof, a Director, relative, firm
partner or private company as aforesaid may, in circumstances of urgent
necessity, enter without obtaining the consent of the Board, into any contract

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Title of Article Article Number and contents

with the Company for the sale, purchase or supply of any goods, materials or
services even if the value of such goods or cost of such services exceeds rupees
five thousand in the aggregate in any year comprised in the period of the
contract; but in such a case the consent of the Board shall be obtained at a
Meeting within three months of the date on which the contract was entered into.

(c) Every consent of the Board required under this Article shall be accorded by a
resolution passed at a meeting of the Board required under clause (1) and the
same shall not be deemed to have been given within the meaning of that clause
unless the consent is accorded before the contract is entered into or within three
months of the data on which was entered into.

(d) If consent is not accorded to any contract under this Article, anything done in
pursuance of the contract will be voidable at the option of the Board.

(e) The Directors, so contracting or being so interested shall not be liable to the
Company for any profit realised by any such contract or the fiduciary relation
thereby established.
156.

Disclosure to the When the Company:-

Members of
(a) enters into a contract for the appointment of a Managing Director or Whole-time
Directors’ interest in
Director in which contract any Director of the Company is whether directly or
contract appointing
indirectly, concerned or interested; or
Managers,
Managing Director
or Whole-time (b) varies any such contract already in existence and in which a Director is concerned
Director or interested as aforesaid, the provisions of Section 190 of the Companies Act,
2013 shall be complied with.

157.

Directors of interest (a) A Director of the Company who is in any way, whether directly or indirectly
concerned or interested in a contract entered into or to be entered into by or on
behalf of the Company shall disclose the nature of his concern or interest at a
meeting of the Board in the manner provided in Section 184 of the Companies
Act, 2013.

General notice of (b) A general notice, given to the Board by the Director to the effect that he is a
disclosure director or is a member of a specified body corporate or is a member of a
specified firm under Sections 184 of the Companies Act, 2013 shall expire at the
end of the financial year in which it shall be given but may be renewed for a
further period of one financial year at a time by fresh notice given in the last
month of the financial year in which it would have otherwise expired. No such
general notice and no renewal thereof shall be of effect unless, either it is given
at a meeting of the Board or the Director concerned takes reasonable steps to
secure that is brought up and read at the first meeting of the Board after it is
given.

308
Title of Article Article Number and contents

158.

Directors and Subject to the provisions of the Act the Directors (including a Managing Director and
Managing Director Whole time Director) shall not be disqualified by reason of his or their office as such
may contract with from holding office under the Company or from contracting with the Company either
Company as vendor, purchaser, lender, agent, broker, lessor or lessee or otherwise, nor shall any
such contract or any contracts or arrangement entered into by or on behalf of the
Company with any Director or with any company or partnership of or in which any
Director shall be a member or otherwise interested be avoided nor shall any Director
so contracting be liable to account to the Company for any profit realized by such
contract or arrangement by reason only of such Director holding that office or of the
fiduciary relation thereby established, but it is declared that the nature of his interest
shall be disclosed as provided by Section 184 of the Companies Act, 2013 and in this
respect all the provisions of Section 184 and 189 of the Companies Act, 2013 shall
be duly observed and complied with.

159.

Disqualification of A person shall not be capable of being appointed as a Director of the Company if:-
the Director
(a) he has been found to be of unsound mind by a Court
of competent jurisdiction and the finding is in force;
(b) he is an undischarged insolvent;
(c) he has applied to be adjudged an insolvent and his application is pending;
(d) he has been convicted by a Court of any offence involving moral turpitude
sentenced in respect thereof to imprisonment for not less than six months and a
period of five years has not elapsed form the date of expiry of the sentence;
(e) he has not paid any call in respect of Shares of the Company held by him whether
alone or jointly with others and six months have lapsed from the last day fixed
for the payment of the call; or
(f) an order disqualifying him for appointment as Director has been passed by a
Court, unless the leave of the Court has been obtained for his appointment.

160.

Vacation of office by The office of Director shall become vacant if:-

Directors
(a) he is found to be of unsound mind by a Court of competent jurisdiction; or
(b) he applies to be adjudged an insolvent; or
(c) he is adjudged an insolvent; or
(d) he is convicted by a Court of any offence involving moral turpitude and
sentenced in respect thereof to imprisonment for less than six months; or
(e) he fails to pay any call in respect of Shares of the Company held by him, whether
alone or jointly with others within six months from the last date fixed for the

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Title of Article Article Number and contents

payment of the call unless the Central Government, by a notification in the

Official Gazette removes the disqualification incurred by such failure; or
(f) absents himself from three consecutive meetings of the Board of Directors, or
from all meetings of the Board for a continuous period of three months,
whichever is longer, without obtaining leave of absence from the Board; or
(g) he (whether by himself or by any person for his benefit or on his account or any
firm in which he is a partner or any private company of which he is a director),
accepts a loan, or any guarantee or security for a loan, from the Company in
contravention of Section 185 of the Companies Act, 2013; or
(h) he being in any way whether directly or indirectly concerned or interested in a
contract or arrangement or proposed contract or arrangement, entered into or to
be entered into by or on behalf of the Company fails to disclose the nature of his
concern or interest at a meeting of the Board of Directors as required by Section
184 of the Companies Act, 2013; or
(i) he is removed by an Ordinary Resolution of the Company before the expiry of
his period of notice; or
(j) if by notice in writing to the Company, he resigns his office, or
(k) having been appointed as a Director by virtue of his holding any office or other
employment in the Company, he ceases to hold such office or other employment
in the Company.

161.

Vacation of office by Notwithstanding anything contained in sub-clauses (c), (d) and (i) of Article 160
Directors (contd.) hereof, the disqualification referred to in these clauses shall not take effect:

(a) for thirty days from the date of the adjudication, sentence or order;
(b) where any appeal or petition is preferred within thirty days aforesaid against the
adjudication, sentence or conviction resulting in the sentence or order until the
expiry of seven days from the date on which such appeal or petition is disposed
of; or
(c) where within the seven days aforesaid, any further appeal or petition is preferred
in respect of the adjudication, sentence, conviction or order, and the appeal or
petition, if allowed, would result in the removal of the disqualification, until such
further appeal or petition is disposed of.

162.

Removal of (a) The Company may subject to the provisions of Section 169 and other applicable
Directors provisions of the Companies Act, 2013 and these Articles by Ordinary
Resolution remove any Director not being a Director appointed by the Central
Government in pursuance of Section 242 of the Companies Act, 2013 before the
expiry of his period of office.

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Title of Article Article Number and contents

(b) Special Notice as provided by these Articles or Section 115 of the Companies
Act, 2013 shall be required of any resolution to remove a Director under this
Article or to appoint some other person in place of a Director so removed at the
Meeting at which he is removed.
(c) On receipt of notice of a resolution to remove a Director under this Article; the
Company shall forthwith send a copy thereof to the Director concerned and the
Director (whether or not he is a Member of a Company) shall be entitled to be
heard on the resolution at the Meeting.
(d) where notice is given of a resolution to remove a Director under this Article and
the Director concerned makes with respect thereto representations in writing to
the Company (not exceeding reasonable length) and requests their notification
to Members of the Company, the Company shall, unless the representations are,
received by it too late for it to do so:
(i) in the notice of the resolution given to the Members of the Company state
the fact of the representations having been made, and
(ii) send a copy of the representations to every Member of the Company to
whom notice of the Meeting is sent (before or after the representations by
the Company) and if a copy of the representations is not sent as aforesaid
because they were received too late\or because of the Company's default,
the Director may (without prejudice to his right to be heard orally) require
that the representation shall be read out at the Meeting:
Provided that copies of the representation need not be sent or read out at the
Meeting if, on the application either of the Company or of any other person who
claims to be aggrieved, the Court is satisfied that the rights concerned by this
sub-clause are being abused to secure needless publicity for defamatory matter.

(e) A vacancy created by theremoval of the Director under this Article may, if he
had been appointed by the Company in General Meeting or by the Board, in
pursuance of Article 153 or Section 161 of the Companies Act, 2013 be filled by
the appointment of another Director in his place by the Meeting at which he is
removed, provided special notice of the intended appointment has been given
under clause (b) hereof. A Director so appointed shall hold office until the date
upto which his predecessor would have held office if he had not been removed
as aforesaid.
(f) If the vacancy is not filled under sub-clause (e) hereof, it may be filled as a casual
vacancy in accordance with the provisions, in so far as they are applicable of
Article 148 or Section 161 of the Companies Act, 2013 and all the provisions of
that Article and Section shall apply accordingly
Provided that the Director who was removed from office under this Article shall
not be re-appointed as a Director by the Board of Directors.

(g) Nothing contained in this Article shall be taken:-

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Title of Article Article Number and contents

(i) as depriving a person removed hereunder of any compensation of damages

payable to him in respect of the termination of his appointment as Director,
or
(ii) as derogating from any power to remove a Director which may exist apart
from this Article.
163.

Interested Directors No Director shall as a Director take part in the discussion of or vote on any contract
not to participate or arrangement or proceedings entered into or to be entered into by or on behalf of the
vote in Board’s Company, if he is in any way, whether directly or indirectly, concerned or interested
proceedings in such contract or arrangement, not shall his presence count for the purpose of
forming a quorum at the time of any such discussion or voting, and if he does vote,
his vote shallbe void.

Provided however, that nothing herein contained shall apply to:-

(a) any contract of indemnity against any loss which the Directors, or any one or
more of them, may suffer by reason of becoming or being sureties or a surety for
the Company;
(b) any contract or arrangement entered into or to be entered into with a public
company or a private company which is a subsidiary of a public company in
which the interest of the Director consists solely;
(i) in his being:
(a) a director of such company; and
(b) the holder of not more than shares of such number of value therein as
is requisite to qualify him for appointment as a director, thereof, he
having been nominated as director by the company, or
(ii) in his being a member holding not more than two percent of its paid-up share
capital.

164.

Director may be A Director may be or become a director of any company promoted by the Company,
director of or in which it may be interested as a vendor, shareholder, or otherwise and no such
companies promoted Director shall be accountable for any benefit received as director or shareholder of
by the Company such company except in so far Section 197 or Section 188 of the Companies Act, 2013
may be applicable.

ROTATION AND APPOINTMENT OF DIRECTORS

Title of Article Article Number and contents

165.

Rotation of Not less than two third of the total number of Directors shall:
Directors
(a) Be persons whose period of the office is liable to termination by retirement by
rotation and

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Title of Article Article Number and contents

(b) Save as otherwise expressly provided in the Articles be appointed by the Company
in General Meeting.
166.

Retirement of Subject to the provisions of Articles 145 and 147, the non-retiring Directors should be
Directors appointed by the Board for such period or periods as it may in its discretion deem
appropriate.

167.

Retiring Directors Subject to the provisions of Section 152 of the Companies Act, 2013 and Articles 143
to 154, at every Annual General Meeting of the Company, one-third or such of the
Directors for the time being as are liable to retire by rotation; or if their number is not
three or a multiple of three the number nearest to one-third shall retire from office. The
Debenture Directors, Nominee Directors, Corporation Directors, Managing Directors if
any, subject to Article 180, shall not be taken into account in determining the number of
Directors to retire by rotation. In these Articles a "Retiring Director" means a Director
retiring by rotation.

168.

Appointment of (a) The Board of Directors shall have the right from time to time to appoint any person
Technical or or persons as Technical Director or Executive Director/s and remove any such
Executive persons from time to time without assigning any reason whatsoever. A Technical
Directors Director or Executive Director shall not be required to hold any qualification shares
and shall not be entitled to vote at any meeting of the Board of Directors.

(b) Subject to the provisions of Section 161 of the Companies Act, 2013 if the office
of any Director appointed by the Company in General Meeting vacated before his
term of office will expire in the normal course, the resulting casual vacancy may
in default of and subject to any regulation in the Articles of the Company be filled
by the Board of Directors at the meeting of the Board and the Director so appointed
shall hold office only up to the date up to which the Director in whose place he is
appointed would have held office if had not been vacated as aforesaid.
Ascertainment of 169.
Directors retiring
Subject to Section 152 of the Companies Act, 2013 the Directors retiring by rotation
by rotation and
under Article 167 at every Annual General Meeting shall be those, who have been
filling of
longest in office since their last appointment, but as between those who became Directors
vacancies
on the same day, those who are to retire shall in default of and subject to any agreement
amongst themselves be determined by the lot.

170.

Eligibility for re- A retiring Director shall be eligible for re-election and shall act as a Director through out
election and till the conclusion of the Meeting at which he retires.

313
 171.

Company to fill At the General Meeting, at which a Director retires as aforesaid, the Company may fill
vacancies up the vacancy by appointing the retiring Director or some other person thereto.

172.

Provision in (a) If the place of retiring Director is not so filled up and the Meeting has not expressly
default of resolved not to fill the vacancy, the Meeting shall stand adjourned till the same day
appointment in the next week, at the same time and place, or if that day is a public holiday, till
the next succeeding day which is not a public holiday, at the same time and place.

(b) If at the adjourned Meeting also, the place of the retiring Director is not filled up
and the Meeting also has not expressly resolved not to fill the vacancy, the retiring
Director shall be deemed to have been re-appointed at the adjourned Meeting,
unless:
(i) at that Meeting or the previous Meeting a resolution for the re-appointment
of such Director has been put to the Meeting and lost.
(ii) the retiring Director has by a notice in writing addressed to the Company or
its Board of Directors expressed his unwillingness to be so re-appointed.
(iii) he is not qualified or is disqualified for appointment.
(iv) a resolution, whether Special or Ordinary is required for his appointment or
re-appointment by virtue of any provisions of the Act, or
(v) section 162 of the Companies Act, 2013 is applicable to the case

173.

Company may Subject to the provisions of Section 149 and 152 of the Companies Act, 2013 the
increase or reduce Company may by Ordinary Resolution from time to time, increase or reduce the number
the number of of Directors and may alter qualifications.
Directors or
remove any
Director

174.

Appointment of (a) No motion, at any General Meeting of the Company shall be made for the
Directors to be appointment of two or more persons as Directors of the Company by a single
voted individually resolution unless a resolution that it shall be so made has been first agreed to by
the Meeting without any vote being given against it.

(b) A resolution moved in contravention of clause (a) hereof shall be void, whether or
not objection was taken at the time of its being so moved, provided where a
resolution so moved has passed no provisions or the automatic re-appointment of
retiring Directors in default of another appointment as therein before provided shall
apply.

314
 (c) For the purposes of this Article, a motion for approving a person's appointment, or
for nominating a person for appointment, shall be treated as a motion for his
appointment.

175.

Notice of (1) No person not being a retiring Director shall be eligible for election to the office
candidature for of Director at any General Meeting unless he or some other Member intending to
office of Directors propose him has given at least fourteen days’ notice in writing under his hand
except in certain signifying his candidature for the office of a Director or the intention of such
cases person to propose him as Director for that office as the case may be, along with a
deposit of one lakh rupees or such higher amount as may be prescribed which shall
be refunded to such person or, as the case may be, to such Member, if the person
succeeds in getting elected as a Director or gets more than twenty-five per cent. of
total valid votes cast either on show of hands or on poll on such resolution.

(2) The Company shall inform its Members of the candidature of the person for the
office of Director or the intention, of a Member to propose such person as candidate
for that office in such manner as may be prescribed.

(3) Every person (other than Director retiring by rotation or otherwise or a person who
has left at the office of the Company a notice under Section 160 of the Companies
Act, 2013 signifying his candidature for the office of a Director) proposed as a
candidate for the office a Director shall sign and file with the Company his consent
in writing to act as a Director, if appointed.

(4) A person other than:

(a) a Director appointed after retirement by rotation or immediately on the expiry
of his term of office, or
(b) an Additional or Alternate Director or a person filling a casual vacancy in the
office of a Director under Section 161 of the Companies Act, 2013 appointed
as a Director or re-appointed as an additional or alternate Director,
immediately on the expiry of his term of office shall not act as a Director of
the Company unless he has within thirty days of his appointment signed and
filled with the Registrar his consent in writing to act as such Director.
176.

Disclosure by Every Director and every person deemed to be Director of the Company by virtue of
Directors of their Section 170 of the Companies Act, 2013 shall give notice to the Company of such
holdings of their matters relating to himself as may be necessary for the purpose of enabling the Company
Shares and to comply with the provisions of that Section. Any such notice shall be given in writing
debentures of the and if it is not given at a meeting of the Board the person giving the notice shall take all
Company reasonable steps to secure that it is brought up and read at the next meeting of the Board
after it is given.

315
 177.

Votes of Body A body corporate, whether a company within the meaning of the Act or not, which is a
member of the Company, may by resolution of its Board of Directors or other governing
Corporate
body, authorize such person as it thinks fit to act as its representative at any meeting of
the company or at any meeting of any class of members of the company and the persons
so authorized shall be entitled to exercise the same rights and power (including the right
to vote by proxy) on behalf of the body corporate which he represents as that body could
exercise as if it were an individual member of the company and the production of a copy
of the Minutes of such resolution certified by a director or the copy of the Minutes of
such resolution certified by a Director or the Secretary of such body corporate as being
a true copy of the Minutes of such resolution shall be accepted as sufficient evidence of
the validity of the said representative’s appointment and of his right to vote.

MANAGING DIRECTOR

Title of Article Article Number and contents

178.

Powers to appoint Subject to the provisions of Section 196 and 203 of the Companies Act, 2013 the Board
Managing may, from time to time, appoint one or more Directors to be Managing Director or
Director Managing Directors or Whole-time Directors of the Company, for a fixed term not
exceeding five years as to the period for which he is or they are to hold such office, and
may, from time to time (subject to the provisions of any contract between him or them
and the Company) remove or dismiss him or them from office and appoint another or
others in his or their place or places.

(a) The Managing Director shall perform such functions and exercise such powers as
are delegated to him by the Board of Directors of the Company in accordance with
the provisions of the Companies Act, 2013 and Companies Act, 1956, to the extent
applicable.
(b) Subject to the provisions of Section 152 of the Companies Act, 2013 the Managing
Director shall not be, while he continues to hold that office, subject to retirement
by rotation.
179.

Remuneration of Subject to the provisions of Sections 196 and 197 of the Companies Act, 2013 a
Managing Managing Director shall, in addition to any remuneration that might be payable to him
Director as a Director of the Company under these Articles, receive such remuneration as may
from time to time be approved by the Company.

180.

Special position of Subject to any contract between him and the Company, a Managing or Whole-time
Managing Director shall not, while he continues to hold that office, be subject to retirement by
Director rotation and he shall not be reckoned as a Director for the purpose of determining the
rotation of retirement of Directors or in fixing the number of Directors to retire but
(subject to the provision of any contract between him and the Company), he shall be
subject to the same provisions as to resignation and removal as the Directors of the
Company and shall, ipso facto and immediately, cease to be a Managing Director if he
ceases to hold the office of Director from any cause.

316
Title of Article Article Number and contents

181.

Powers of The Director may from time to time entrust to and confer upon a Managing Director or
Managing Whole-time Director for the time being such of the powers exercisable under these
Director provisions by the Directors, as they may think fit, and may confer such powers for such
time and to be exercised for such objects and purposes and upon such terms and
conditions and with such restrictions, as they think expedient and they may confer such
powers either collaterally with or to the exclusion of and in substitution for all or any of
the powers of the Directors in that behalf and from time to time, revoke, withdraw, alter,
or vary all or any of such powers.

182.

The Company’s General Meeting may also from time to time appoint any Managing
Director or Managing Directors or Whole-time Director or Whole-time Directors of the
Company and may exercise all the powers referred to in these Articles.

183.

Receipts signed by the Managing Director for any moneys, goods or property received
in the usual course of business of the Company or for any money, goods, or property
lent to or belonging to the Company shall be an official discharge on behalf of and
against the Company for the money, funds or property which in such receipts shall be
acknowledged to be received and the persons paying such moneys shall not be bound to
see to the application or be answerable for any misapplication thereof. The Managing
Director shall also have the power to sign, accept and endorse cheques on behalf of the
Company.

184.

The Managing Director shall be entitled to sub-delegate (with the sanction of the
Directors where necessary) all or any of the powers, authorities and discretions for the
time being vested in him in particular from time to time by the appointment of any
attorney or attorneys for the management and transaction of the affairs of the Company
in any specified locality in such manner as they may think fit.

185.

Notwithstanding anything contained in these Articles, the Managing Director is

expressly allowed generally to work for and contract with the Company and especially
to do the work of Managing Director and also to do any work for the Company upon
such terms and conditions and for such remuneration (subject to the provisions of the
Act) as may from time to time be agreed between him and the Directors of the Company.

186.

Appointment and The Board may, from time to time, appoint any person as Manager (under Section 2(53)
powers of of the Companies Act, 2013) to manage the affairs of the Company. The Board may
Manager from time to time entrust to and confer upon a Manager such of the powers exercisable
under these Articles by the Directors, as they may think fit, and may confer such powers
for such time and to be exercised for such objects and purposes and upon such terms and

317
Title of Article Article Number and contents

conditions and with such restrictions as they think expedient.

WHOLE TIME DIRECTOR

Title of Article Article Number and contents

187.

Power to appoint Subject to the provisions of the Act and of these Articles, the Board may from time to
Whole-Time time with such sanction of the Central Government as may be required by law appoint
Director and/or one or more of its Director/s or other person/s as Whole-Time Director or Whole-Time
Whole-time Directors of the Company out of the Directors/persons nominated under Article only
Directors either for a fixed term that the Board may determine or permanently for life time upon
such terms and conditions as the Board may determine and thinks fit. The Board may
by ordinary resolution and/or an agreement/s vest in such Whole-Time Director or
Whole Time Directors such of the powers, authorities and functions hereby vested in the
Board generally as it thinks fit and such powers may be made exercisable and for such
period or periods and upon such conditions and subject to such restrictions as it may be
determined or specified by the Board and the Board has the powers to revoke, withdraw,
alter or vary all or any of such powers and/or remove or dismiss him or them and appoint
another or others in his or their place or places again out of the Directors/persons
nominated under Article 188 only. The Whole Time Director or Whole Time Directors
will be entitled for remuneration as may be fixed and determined by the Board from time
to time either by way of ordinary resolution or a Court act/s or an agreement/s under
such terms not expressly prohibited by the Act.

188.

To what Subject to the provisions of Section 152 of the Companies Act, 2013 and these Articles,
provisions Whole a Whole Time Director or Whole Time Directors shall not, while he/they continue to
time Directors hold that office, be liable to retirement by rotation but (subject to the provisions of any
shall subject contract between him/they and the Company) he/they shall be subject to the same
provision as to resignation and removal as the other Directors and he/they shall ipso
facto and immediately ceases or otherwise cease to hold the office of Director/s for any
reason whatsoever save that if he/they shall vacate office whether by retirement, by
rotation or otherwise under the provisions of the Act in any Annual General Meeting
and shall be re-appointed as a Director or Directors at the same meeting he/they shall
not by reason only of such vacation, cease to be a Whole Time Director or Whole Time
Directors.

189.

Seniority of Whole If at any time the total number of Managing Directors and Whole Time Directors is more
Time Director and than one-third who shall retire shall be determined by and in accordance with their
Managing respective seniorities. For the purpose of this Article, the seniorities of the Whole Time
Director Directors and Managing Directors shall be determined by the date of their respective
appointments as Whole Time Directors and Managing Directors of the Company.

318
PROCEEDINGS OF THE BOARD OF DIRECTORS

Title of Article Article Number and contents

190.

Meeting of The Directors may meet together as a Board for the dispatch of business from time to
Directors time, and unless the Central Government by virtue of the provisions of Section 173 of
the Companies Act, 2013 allow otherwise, Directors shall so meet at least once in every
three months and at least four such Meetings shall be held in every year. The Directors
may adjourn and otherwise regulate their Meetings as they think fit. The provisions of
this Article shall not be deemed to have been contravened merely by reason of the fact
that the meeting of the Board which had been called in compliance with the terms of
this Article could not be held for want of a quorum.

191.

Quorum (a) Subject to Section 174 of the Companies Act, 2013 the quorum for a meeting of
the Board of Directors shall be one-third of its total strength (excluding Directors,
if any, whose place may be vacant at the time and any fraction contained in that
one third being rounded off as one) or two Directors whichever is higher.

PROVIDED that where at any time the number of interested Directors at any
meeting exceeds or is equal to two-third of the Total Strength, the number of the
remaining Directors that is to say, the number of directors who are not interested
present at the Meeting being not less than two shall be, the quorum during such
time.

(b) For the purpose of clause (a)

(i) "Total Strength" means total strength of the Board of Directors of the
Company determined in pursuance of the Act after deducting there from
number of the Directors if any, whose places may be vacant at the time, and
(ii) “Interested Directors” mean any Directors whose presence cannot by reason
of any provisions in the Act count for the purpose of forming a quorum at a
meeting of the Board at the time of the discussion or vote on any matter.
192.

Procedure when If a meeting of the Board could not be held for want of quorum then, the Meeting shall
Meeting adjourned automatically stand adjourned till the same day in the next week, at the same time and
for want of place, or if that day is a public holiday, till thenext succeeding day which is not a public
quorum holiday at the same time and place, unless otherwise adjourned to a specific date, time
and place.

193.

Chairman of The Chairman of the Board of Directors shall be the Chairman of the meetings of
Meeting Directors, provided that if the Chairman of the Board of Directors is not present within
five minutes after the appointed time for holding the same, meeting of the Director shall
choose one of their members to be Chairman of such Meeting.

319
 194.

Question at Board Subject to the provisions of Section 203 of the Companies Act, 2013 questions arising
meeting how at any meeting of the Board shall be decided by a majority of votes, and in case of any
decided equality of votes, the Chairman shall have a second or casting vote.

195.

Powers of Board A meeting of the Board of Directors at which a quorum is present shall be competent
meeting to exercise all or any of the authorities, powers and discretions which by or under the
Act, or the Articles for the time being of the Company which are vested in or
exercisable by the Board of Directors generally.

196.

Directors may The Board of Directors may subject to the provisions of Section 179 and other relevant
appoint provisions of the Companies Act, 2013 and of these Articles delegate any of the powers
Committee other than the powers to make calls and to issue debentures to such Committee or
Committees and may from time to time revoke and discharge any such Committee of
the Board, either wholly or in part and either as to the persons or purposes, but every
Committee of the Board so formed shall in exercise of the powers so delegated conform
to any regulation(s) that may from time to time be imposed on it by the Board of
Directors. All acts done by any such Committee of the Board in conformity with such
regulations and in fulfillment of the purpose of their appointments, but not otherwise,
shall have the like force and effect, as if done by the Board.

197.

Meeting of the The meetings and proceedings of any such Committee of the Board consisting of two
Committee how to or more members shall be governed by the provisions herein contained for regulating
be governed the meetings and proceedings of the Directors, so far as the same are applicable thereto
and are not superseded by any regulations made by the Directors under the last
preceding article. Quorum for the Committee meetings shall be two.

198.

Circular resolution (a) A resolution passed by circulation without a meeting of the Board or a Committee
of the Board appointed under Article 197 shall subject to the provisions of sub-
clause (b) hereof and the Act, be as valid and effectual as the resolution duly
passed at a meeting of Directors or of a Committee duly called and held.

(b) A resolution shall be deemed to have been duly passed by the Board or by a
Committee thereof by circulation if the resolution has been circulated in draft
together with necessary papers if any to all the Directors, or to all the members of
the Committee, then in India (not being less in number than the quorum fixed for
a meeting of the Board or Committee as the case may be) and to all other Directors
or members of the Committee at their usual addresses in India or to such other
addresses outside India specified by any such Directors or members of the
Committee and has been approved by such of the Directors or members of the
Committee, as are then in India, or by a majority of such of them as are entitled
to vote on the resolution.
199.

Acts of Board or All acts done by any meeting of the Board or by a Committee of the Board or by any
Committee person acting as a Director shall, notwithstanding that it shall afterwards be discovered;

320
valid that there was some defect in the appointment of one or more of such Directors or any
notwithstanding person acting as aforesaid; or that they or any of them were disqualified or had vacated
defect in office or that the appointment of any of them is deemed to be terminated by virtue of
appointment any provision contained in the Act or in these Articles, be as valid as if every such
person had been duly appointed and was qualified to be a Director; provided nothing
in the Article shall be deemed to give validity to acts done by a Director after his
appointment has been shown to the Company to be invalid or to have terminated.

POWERS OF THE BOARD

Title of Article Article Number and contents

200.

General powers of The Board may exercise all such powers of the Company and do all such acts and things
management as are not, by the Act, or any other Act or by the Memorandum or by the Articles of the
vested in the Company required to be exercised by the Company in General Meeting, subject
Board of Directors nevertheless to these Articles, to the provisions of the Act, or any other Act and to such
regulations being not inconsistent with the aforesaid Articles, as may be prescribed by
the Company in General Meeting but no regulation made by the Company in General
Meeting shall invalidate any prior act of the Board which would have been valid if that
regulation had not been made.

Provided that the Board shall not, except with the consent of the Company in General
Meeting :-

(a) sell, lease or otherwise dispose of the whole, or substantially the whole, of the
undertaking of the Company, or where the Company owns more than one
undertaking of the whole, or substantially the whole, of any such undertaking;
(b) remit, or give time for the repayment of, any debt due by a Director,
(c) invest otherwise than in trust securities the amount of compensation received by
the Company in respect of the compulsory acquisition or any such undertaking as
is referred to in clause (a) or of any premises or properties used for any such
undertaking and without which it cannot be carried on or can be carried on only
with difficulty or only after a considerable time;
(d) borrow moneys where the moneys to be borrowed together with the moneys
already borrowed by the Company (apart from temporary loans obtained from the
Company’s bankers in the ordinary course of business), will exceed the aggregate
of the paid-up capital of the Company and its free reserves that is to say, reserves
not set apart for any specific purpose;
(e) contribute to charitable and other funds not directly relating to the business of the
Company or the welfare of its employees, any amounts the aggregate of which
will, in any financial year, exceed fifty thousand rupees or five per cent of its
average net profits as determined in accordance with the provisions of Section 349
and 350 of the Act during the three financial years immediately preceding
whichever is greater, provided that the Company in the General Meeting or the
Board of Directors shall not contribute any amount to any political party or for any
political purposes to any individual or body;

321
Title of Article Article Number and contents

(i) Provided that in respect of the matter referred to in clause (d) and clause (e)
such consent shall be obtained by a resolution of the Company which shall
specify the total amount upto which moneys may be borrowed by the Board
under clause (d) of as the case may be total amount which may be contributed
to charitable or other funds in a financial year under clause (e)
(ii) Provided further that the expression “temporary loans” in clause (d) above
shall mean loans repayable on demand or within six months from the date of
the loan such as short term cash credit arrangements, the discounting of bills
and the issue of other short term loans of a seasonal character, but does not
include loans raised for the purpose of financing expenditure of a capital
nature.

201.

Certain powers to (1) Without derogating from the powers vested in the Board of Directors under these
be exercised by Articles, the Board shall exercise the following powers on behalf of the Company
the Board only at and they shall do so only by means of resolutions passed at the meeting of the
Meetings Board;
(a) the power to make calls, on shareholders in respect of money unpaid on their
Shares,
(b) the power to issue Debentures,
(c) the power to borrow moneys otherwise than on Debentures,
(d) the power to invest the funds of the Company, and
(e) the power to make loans

Provided that the Board may, by resolution passed at a Meeting, delegate to any
Committee of Directors, the Managing Director, the Manager or any other
principal officer of the Company, the powers specified in sub-clause (c),(d) and (e)
to the extent specified below.

(2) Every resolution delegating the power referred to in sub-clause (1)(c) above shall
specify the total amount outstanding at any one time, upto which moneys may be
borrowed by the delegate.

(3) Every resolution delegating the power referred to in sub-clause (1)(d) above shall
specify the total amount upto which the funds of the Company may be invested,
and the nature of the investments which may be made by the delegate.

(4) Every resolution delegating the power referred to in sub-clause (1)(e) above shall
specify the total amount upto which loans may be made and the maximum amount
of loans which may be made for each such purpose in individual cases.

322
 202.

Certain powers of Without prejudice to the general powers conferred by the last preceding Article and so
the Board as not in any way to limit or restrict those powers, and without prejudice to the other
powers conferred by these Articles, but subject to the restrictions contained in the last
preceding Article, it is hereby declared that the Directors shall have the following
powers, that is to say, power:

(1) To pay the cost, charges and expenses preliminary and incidental to the promotion,
formation, establishment and registration of the Company.
(2) To pay and charge to the capital account of the Company any commission or
interest lawfully payable thereon under the provisions of Sections 76 and 208 of
the Act.
(3) Subject to Section 292 and 297 and other provisions applicable of the Act to
purchase or otherwise acquire for the Company any property, right or privileges
which the Company is authorized to acquire, at or for such price or consideration
and generally on such terms and conditions as they may think fit and in any such
purchase or other acquisition to accept such title as the Directors may believe or
may be advised to be reasonably satisfactory.
(4) At their discretion and subject to the provisions of the Act to pay for any property,
rights or privileges acquired by or services rendered to the Company, either wholly
or partially in cash or in share, bonds, debentures, mortgages, or other securities of
the Company, and any such Shares may be issued either as fully paid-up or with
such amount credited as paid-up thereon as may be agreed upon and any such
bonds, debentures, mortgages or other securities may be either specifically charged
upon all or any part of the property of the Company and its uncalled capital or not
so charged.
(5) To secure the fulfillment of any contracts or engagement entered into by the
Company by mortgage or charge of all or any of the property of the Company and
its uncalled capital for the time being or in such manner as they may think fit.
(6) To accept from any Member, as far as may be permissible by law to a surrender of
his Shares or any part thereof, on such terms and conditions as shall be agreed.
(7) To appoint any person to accept and hold in trust for the Company any property
belonging to the Company, in which it is interested, or for any other purpose and
to execute and do all such deeds and things as may be required in relation to any
trust, and to provide for the remuneration of such trustee or trustees.
(8) To institute, conduct, defend, compound or abandon any legal proceedings by or
against the Company or its officers or otherwise concerning the affairs of the
Company, and also to compound and allow time for payment or satisfaction of any
debts due and of any claim or demands by or against the Company and to refer any
differences to arbitration and observe and perform any awards made thereon either
according to Indian law or according to foreign law and either in India or abroad
and to observe and perform or challenge any award made thereon.
(9) To act on behalf of the Company in all matters relating to bankruptcy and
insolvency, winding up and liquidation of companies.

323
(10) To make and give receipts, releases and other discharges for moneys payable to
the Company and for the claims and demands of the Company.
(11) Subject to the provisions of Sections 291, 292, 295, 370, 372 and all other
applicable provisions of the Act, to invest and deal with any moneys of the
Company not immediately required for the purpose thereof upon such security (not
being Shares of this Company), or without security and in such manner as they
may think fit and from time to time vary or realise such investments. Save as
provided in Section 49 of the Act, all investments shall be made and held in the
Company’s own name.
(12) To execute in the name and on behalf of the Company, in favour of any Director
or other person who may incur or be about to incur any personal liability whether
as principal or surety, for the benefit of the Company, such mortgages of the
Company’s property (present and future) as they think fit, and any such mortgage
may contain a power of sale and such other powers, provisions, covenants and
agreements as shall be agreed upon.
(13) To open bank account and to determine from time to time who shall be entitled to
sign, on the Company’s behalf, bills, notes, receipts, acceptances, endorsements,
cheques, dividend warrants, releases, contracts and documents and to give the
necessary authority for such purpose.
(14) To distribute by way of bonus amongst the staff of the Company a Share or Shares
in the profits of the Company and to give to any Director, officer or other person
employed by the Company a commission on the profits of any particular business
or transaction and to charge such bonus or commission as a part of the working
expenses of the Company.
(15) To provide for the welfare of Directors or ex-Directors or employees or ex-
employees of the Company and their wives, widows and families or the dependents
or connections of such persons, by building or contributing to the building of
houses, dwelling or chawls, or by grants of moneys, pension, gratuities,
allowances, bonus or other payments, or by creating and from time to time
subscribing or contributing, to provide other associations, institutions, funds or
trusts and by providing or subscribing or contributing towards place of instruction
and recreation, hospitals and dispensaries, medical and other attendance and other
assistance as the Board shall think fit and subject to the provision of Section
293(1)(e) of the Act, to subscribe or contribute or otherwise to assist or to guarantee
money to charitable, benevolent, religious, scientific, national or other institutions
or object which shall have any moral or other claim to support or aid by the
Company, either by reason of locality of operation, or of the public and general
utility or otherwise.
(16) Before recommending any dividend, to set aside out of the profits of the Company
such sums as they may think proper for depreciation or to depreciation fund, or to
an insurance fund, or as reserve fund or any special fund to meet contingencies or
to repay redeemable preference shares or debentures or debenture stock, or for
special dividends or for equalising dividends or for repairing, improving, extending
and maintaining any of the property of the Company and for such other purposes
(including the purpose referred to in the preceding clause), as the Board may in
their absolute discretion, think conducive to the interest of the Company and
subject to Section 292 of the Act, to invest several sums so set aside or so much
thereof as required to be invested, upon such investments (other than Shares of the

324
 Company) as they may think fit, and from time to time to deal with and vary such
investments and dispose of and apply and expend all or any such part thereof for
the benefit of the Company, in such a manner and for such purposes as the Board
in their absolute discretion, think conducive to the interest of the Company
notwithstanding that the matters to which the Board apply or upon which they
expend the same or any part thereof or upon which the capital moneys of the
Company might rightly be applied or expended; and to divide the general reserve
or reserve fund into such special funds as the Board may think fit with full power
to transfer the whole or any portion of reserve fund or division of a reserve fund
and with full power to employ the assets constituting all or any of the above funds,
including the depreciation fund, in the business of the Company or in the purchase
or repayment of redeemable preference shares or debentures or debenture stock,
and without being bound to keep the same separate from the other assets and
without being bound to pay interest on the same with power however, to the Board
at their discretion to pay or allow to the credit of such funds interest at such rate as
the Board may think proper.
(17) To appoint, and at their discretion, remove or suspend, such general managers,
managers, secretaries, assistants, supervisors, scientists, technicians, engineers,
consultants, legal, medical or economic advisors, research workers, laborers,
clerks, agents and servants for permanent, temporary or special services as they
may from time to time think fit and to determine their powers and duties, and fix
their salaries or emoluments or remuneration, and to require security in such
instances and to such amount as they may think fit. And also from time to time to
provide for the management and transaction of the affairs of the Company in any
specified locality in India or elsewhere in such manner as they think and the
provisions contained in the four next following sub-clauses shall be without
prejudice to the general powers conferred by this sub-clause.
(18) To appoint or authorize appointment of officers, clerks and servants for permanent
or temporary or special services as the Board may from time to time think fit and
to determine their powers and duties and to fix their salaries and emoluments and
to require securities in such instances and of such amounts as the Board may think
fit and to remove or suspend any such officers, clerks and servants. Provided
further that the Board may delegate matters relating to allocation of duties,
functions, reporting etc. of such persons to the Managing Director or Manager.
(19) From time to time and at any time to establish any local Board for managing any
of the affairs of the Company in any specified locality in India or elsewhere and to
appoint any person to be members of such local Boards, and to fix their
remuneration or salaries or emoluments.
(20) Subject to Section 292 of the Act, from time to time and at any time to delegate to
any person so appointed any of the powers, authorities and discretions for the time
being vested in the Board, other than their power to make calls or to make loans or
borrow money, and to authorize the members for the time being of any such local
Board, or any of them to fill up any vacancies therein and to act notwithstanding
vacancies, and any such appointment or delegation may be made on such terms
and subject to such terms and subject to such conditions as the Board may think
fit, and Board may at any time remove any person so appointed, and may annul or
vary any such delegation.

325
(21) At any time and from time to time by Power of Attorney under the Seal of the
Company, to appoint any person or person to be the Attorney or Attorneys of the
Company, for such purposes and with such powers, authorities and discretions (not
exceeding those vested in or exercisable by the Board under these presents and
subject to the provisions of Section 292 of the Act) and for such period and subject
to such conditions as the Board may from time to time think fit; and any such
appointment may (if the Board thinks fit) be made in favour of any company, or
the shareholders, directors, nominees, or managers of any company or firm or
otherwise in favour of any fluctuating body of persons whether nominated directly
or indirectly by the Board and such Power of Attorney may contain such powers
for the protection or convenience of persons dealing with such Attorneys as the
Board may think fit, and may contain powers enabling any such delegates or
attorneys as aforesaid to sub-delegate all or any of the powers authorities and
discretions for the time being vested in them.
(22) Subject to Sections 294 and 297 and other applicable provisions of the Act, for or
in relation to any of the matters aforesaid or, otherwise for the purposes of the
Company to enter into all such negotiations and contracts and rescind and vary all
such contracts, and execute and do all such acts, deeds and things in the name and
on behalf of the Company as they may consider expedient.
(23) From time to time to make, vary and repeal bye-laws for the regulations of the
business of the Company, its officers and servants.
(24) To purchase or otherwise acquire any land, buildings, machinery, premises,
hereditaments, property, effects, assets, rights, credits, royalties, business and
goodwill of any joint stock company carrying on the business which the Company
is authorized to carry on in any part of India.
(25) To purchase, take on lease, for any term or terms of years, or otherwise
acquire any factories or any land or lands, with or without buildings and out-houses
thereon, situated in any part of India, at such price or rent and under and subject to
such terms and conditions as the Directors may think fit. And in any such purchase,
lease or other acquisition to accept such title as the Directors may believe or may
be advised to be reasonably satisfactory.
(26) To insure and keep insured against loss or damage by fire or otherwise for such
period and to such extent as it may think proper all or any part of the buildings,
machinery, goods, stores, produce and other movable property of the Company,
either separately or co jointly, also to insure all or any portion of the goods,
produce, machinery and other articles imported or exported-by the Company and
to sell, assign, surrender or discontinue any policies of assurance effected in
pursuance of this power.
(27) To purchase or otherwise acquire or obtain license for the use of and to sell,
exchange or grant license for the use of any trade mark, patent, invention or
technical know-how.
(28) To sell from time to time any articles, materials, machinery, plants, stores
and other articles and thing belonging to the Company as the Board may think
proper and to manufacture, prepare and sell waste and by-products.

326
 (29) From time to time to extend the business and undertaking of the Company by
adding, altering or enlarging all or any of the buildings, factories, workshops,
premises, plant and machinery, for the time being the property of or in the
possession of the Company, or by erecting new or additional buildings, and to
expend such sum of money for the purpose aforesaid or any of them as they be
thought necessary or expedient.
(30) To undertake on behalf of the Company any payment of rents and the performance
of the covenants, conditions and agreements contained in or reserved by any lease
that may be granted or assigned to or otherwise acquired by the Company and to
purchase the reversion or reversions, and otherwise to acquire on freehold sample
of all or any of the lands of the Company for the time being held under lease or for
an estate less than freehold estate.
(31) To improve, manage, develop, exchange, lease, sell, resell and re-purchase,
dispose off, deal or otherwise turn to account, any property (movable or
immovable) or any rights or privileges belonging to or at the disposal of the
Company or in which the Company is interested.
(32) To let, sell or otherwise dispose of subject to the provisions of Section 293 of the
Act and of the other Articles any property of the Company, either absolutely or
conditionally and in such manner and upon such terms and conditions in all
respects as it thinks fit and to accept payment in satisfaction for the same in cash
or otherwise as it thinks fit.
(33) Generally subject to the provisions of the Act and these Articles, to delegate the
powers/authorities and discretions vested in the Directors to any person(s), firm,
company or fluctuating body of persons as aforesaid.
(34) To comply with the requirements of any local law which in their opinion it shall in
the interest of the Company be necessary or expedient to comply with.

MANAGEMENT

Title of Article Article Number and contents

203.

Appointment of The Company shall have the following whole-time key managerial personnel,—
different
(i) managing director, or Chief Executive Officer or manager and in their absence,
categories of Key
managerial a whole-time director;
personnel
(ii) company secretary; and

(iii) Chief Financial Officer

203A.
Same person may
be Chairperson of The same individual may, at the same time, be appointed as the Chairperson of the
the Board and Company as well as the Managing Director or Chief Executive Officer of the Company.
MD/CEO

327
MINUTES

Title of Article Article Number and contents

204.

Minutes to be (1) The Company shall cause minutes of all proceedings of General Meeting and of
made all proceedings of every meeting of the Board of Directors or every Committee
thereof within thirty days of the conclusion of every such meeting concerned by
making entries thereof in books kept for that purpose with their pages
consecutively numbered.

(2) Each page of every such books shall be initialed or signed and the last page of the
record of proceedings of each Meeting in such books shall be dated and signed:
(a) in the case of minutes of proceedings of a meeting of Board or of a Committee
thereof by the Chairman of the said meeting or the Chairman of the next
succeeding meeting.
(b) in the case of minutes of proceeding of the General Meeting, by the Chairman
of the said meeting within the aforesaid period of thirty days or in the event of
the death or inability of that Chairman within that period by a Director duly
authorized by the Board for the purpose.

205.

Minutes to be (a) The minutes of proceedings of every General Meeting and of the proceedings of
evidence of the every meeting of the Board or every Committee kept in accordance with the
proceeds provisions of Section 118 of the Companies Act, 2013 shall be evidence of the
proceedings recorded therein.

(b) The books containing the aforesaid minutes shall be kept at the Registered Office
Books of minutes of the Company and be open to the inspection of any Member without charge as
of General provided in Section 119 and Section 120 of the Companies Act, 2013 and any
Meeting to be kept Member shall be furnished with a copy of any minutes in accordance with the terms
of that Section.

206.

Presumptions Where the minutes of the proceedings of any General Meeting of the Company or of
any meeting of the Board or of a Committee of Directors have been kept in accordance
with the provisions of Section 118 of the Companies Act, 2013 until the contrary is
proved, the meeting shall be deemed to have been duly called and held, all proceedings
thereat to have been duly taken place and in particular all appointments of Directors or
Liquidators made at the meeting shall be deemed to be valid.

328
THE SECRETARY

Title of Article Article Number and contents

207.

Secretary The Directors may from time to time appoint, and at their discretion, remove any
individual, (hereinafter called “the Secretary”) to perform any functions, which by the
Act are to be performed by the Secretary, and to execute any other ministerial or
administrative duties, which may from time to time be assigned to the Secretary by the
Directors. The Directors may also at any time appoint some person (who need not be
the Secretary) to keep the registers required to be kept by the Company. The appointment
of Secretary shall be made according to the provisions of the Companies Act, read with
rules made thereunder.

208.

The Seal, its (a) The Board shall provide for the safe custody of the seal.
custody and use
(b) The seal of the company shall not be affixed to any instrument except by the authority
of a resolution of the Board or of a committee of the Board authorized by it in that behalf,
and except in the presence of at least two directors and of the secretary or such other
person as the Board may appoint for the purpose; and those two directors and the
secretary or other person aforesaid shall sign every instrument to which the seal of the
company is so affixed in their presence.

DIVIDENDS AND CAPITALISATION OF RESERVES

Title of Article Article Number and contents

209.

Division of profits (a) Subject to the rights of persons, if any, entitled to Shares with special rights as to
dividends, all dividends shall be declared and paid according to the amounts paid
or credited as paid on the Shares in respect whereof the dividend is paid but if and
so long as nothing is paid upon any of Share in the Company, dividends may be
declared and paid according to the amounts of the Shares RR;

(b) No amount paid or credited as paid on a Share in advance of calls shall be treated
for the purpose of this Article as paid on the Shares.
210.

The Company at The Company in General Meeting may declare dividends, to be paid to Members
General Meeting according to their respective rights and interest in the profits and may fix the time for
may declare payment and the Company shall comply with the provisions of Section 127 of the
dividend Companies Act, 2013 but no dividends shall exceed the amount recommended by the
Board of Directors. However, the Company may declare a smaller dividend than that
recommended by the Board in General Meeting.

329
 211.

Dividends out of No dividend shall be payable except out of profits of the Company arrived at the manner
profits only provided for in Section 123 of the Companies Act, 2013.

212.

Interim Dividend The Board of Directors may from time to time pay to the Members such interim
dividends as in their judgment the position of the Company justifies.

213.

Debts may be (a) The Directors may retain any dividends on which the Company has a lien and may
deducted apply the same in or towards the satisfaction of the debts, liabilities or engagements
in respect of which the lien exists.

(b) The Board of Directors may retain the dividend payable upon Shares in respect of
which any person is, under the Transmission Article, entitled to become a Member
or which any person under that Article is entitled to transfer until such person shall
become a Member or shall duly transfer the same.

Capital paid-up in 214.

advance to carry
Where the capital is paid in advance of the calls upon the footing that the same shall
interest, not the
carry interest, such capital shall not, whilst carrying interest, confer a right to dividend
right to earn
or to participate in profits.
dividend

215.

Dividends in All dividends shall be apportioned and paid proportionately to the amounts paid or
proportion to credited as paid on the Shares during any portion or portions of the period in respect of
amounts paid-up which the dividend is paid, but if any Share is issued on terms provided that it shall rank
for dividends as from a particular date such Share shall rank for dividend accordingly.

216.

No Member to No Member shall be entitled to receive payment of any interest or dividend or bonus in
receive dividend respect of his Share or Shares, whilst any money may be due or owing from him to the
while indebted to Company in respect of such Share or Shares (or otherwise however either alone or
the Company and jointly with any other person or persons) and the Board of Directors may deduct from
the Company’s the interest or dividend to any Member all such sums of money so due from him to the
right in respect Company.
thereof

Effect of transfer 217.

of Shares
A transfer of Shares shall not pass the right to any dividend declared therein before the
registration of the transfer.

330
 218.

Dividend to joint Any one of several persons who are registered as joint holders of any Shares may give
holders effectual receipts for all dividends or bonus and payments on account of dividends in
respect of such Shares.

219.

Dividend how The dividend payable in cash may be paid by cheque or warrant sent through post
remitted directly to registered address of the shareholder entitled to the payment of the dividend
or in case of joint holders to the registered address of that one of the joint holders who
is first named on the Register of Members or to such person and to such address as the
holder or joint holders may in writing direct. The Company shall not be liable or
responsible for any cheque or warrant or pay slip or receipt lost in transit or for any
dividend lost, to the Member or person entitled thereto by forged endorsement of any
cheque or warrant or forged signature on any pay slip or receipt or the fraudulent
recovery of the dividend by any other means.

220.

Notice of dividend Notice of the declaration of any dividend whether interim or otherwise shall be given to
the registered holders of Share in the manner herein provided.

221.

Reserves The Directors may, before recommending or declaring any dividend set aside out of the
profits of the Company such sums as they think proper as reserve or reserves, which
shall, at the discretion of the Directors, be applicable for meeting contingencies or for
any other purposes to which the profits of the Company may be properly applied and
pending such application, may at the like discretion, either be employed in the business
of the Company or be invested in such investments (other than Shares of the Company)
as the Directors may from time to time think fit.

222.

Dividend to be The Company shall pay the dividend, or send the warrant in respect thereof to the
paid within time shareholders entitled to the payment of dividend, within such time as may be required
required by law. by law from the date of the declaration unless:-

(a) where the dividend could not be paid by reason of the operation on any law; or
(b) where a shareholder has given directions regarding the payment of the dividend
and those directions cannot be complied with; or
(c) where there is dispute regarding the right to receive the dividend; or
(d) where the dividend has been lawfully adjusted by the Company against any sum
due to it from shareholder; or

331
 (e) where for any other reason, the failure to pay the dividend or to post the warrant
within the period aforesaid was not due to any default on the part of the Company.

223.

Unpaid or (a) Where the Company has declared a dividend but which has not been paid or
unclaimed claimed within 30 days from the date of declaration, to any shareholder entitled to
dividend the payment of dividend, the Company shall within seven days from the date of
expiry of the said period of thirty days, transfer the total amount of dividend which
remains unpaid or unclaimed within the said period of thirty days, to a special
account to be opened by the Company in that behalf in any scheduled bank, to be
called “M K Proteins Limited(year)Unpaid Dividend Account”.
(b) Any money transferred to the unpaid dividend account of a company which
remains unpaid or unclaimed for a period of seven years from the date of such
transfer, shall be transferred by the company to the Fund known as Investor
Education and Protection Fund established under section 125 of the Companies
Act, 2013.
(c) No unclaimed or unpaid divided shall be forfeited by the Board.

224.

Set-off of calls Any General Meeting declaring a dividend may on the recommendation of the Directors
against dividends make a call on the Members of such amount as the Meeting fixes but so that the call on
each Member shall not exceed the dividend payable to him, and so that the call be made
payable at the same time as the dividend, and the dividend may, if so arranged between
the Company and the Members, be set off against the calls.

225.

Dividends in cash No dividends shall be payable except in cash, provided that nothing in this Article shall
be deemed to prohibit the capitalisation of the profits or reserves of the Company for the
purpose of issuing fully paid up bonus Shares or paying up any amount for the time
being unpaid on any Shares held by Members of the Company.

226.

Capitalisation (1) The Company in General Meeting may, upon the recommendation of the Board,
resolve:
(a) That is desirable to capitalise any part of the amount for the time being
standing to the credit of the Company's reserve accounts or to the credit of the
profit and loss account or otherwise available for distribution, and
(b) That such sum be accordingly set free for distribution in the manner specified
in clause (2) amongst the Members who would have been entitled thereto, if
distributed by way of dividend and in the same proportion.

(2) The sum aforesaid shall not be paid in cash but shall be applied, subject to the
provisions contained in clause (3) either in or towards;
(a) paying up any amount for the time being unpaid on any Shares held by such
Members respectively, or

332
 (b) paying up in full unissued Shares of the Company to be allocated and
distributed, credited as fully paid up, to and amongst Members in the
proportion aforesaid, or
(c) partly in the way specified in sub clause (a) and partly in that specified in sub-
clause(b)

(3) A security premium account and capital redemption reserve account may, for the
purpose of this Article, only be applied in the paying up of unissued Shares to be
issued to Members of the Company as fully paid bonus shares.

227.

Board to give The Board shall give effect to the resolution passed by the Company in pursuance of
effect above Article.

228.

Fractional (1) Whenever such a resolution as aforesaid shall have been passed, the Board shall;
certificates
(a) make all appropriations and applications of the undivided profits resolved to
be capitalised thereby and all allotments and issues of fully paid Shares and
(b) Generally do all acts and things required to give effect thereto.

(2) The Board shall have full power:

(a) to make such provision by the issue of fractional cash certificate or by payment
in cash or otherwise as it thinks fit, in the case of Shares becoming
distributable in fractions, also
(b) to authorize any person to enter, on behalf of all the Members entitled thereto,
into an agreement with the Company providing for the allotment to them
respectively, credited as fully paid up, of any further Shares to which they may
be entitled upon such capitalisation or (as the case may require) for the
payment by the Company on their behalf by the application thereof of the
respective proportions of the profits resolved to be capitalised of the amounts
remaining unpaid on their existing Shares.

(3) Any agreement made under such authority shall be effective and binding on all
such Members.

(4) That for the purpose of giving effect to any resolution, under the preceding
paragraph of this Article, the Directors may give such directions as may be
necessary and settle any question or difficulties that may arise in regard to any
issue including distribution of new Shares and fractional certificates as they think
fit.
333
ACCOUNTS

Title of Article Article Number and Contents

229.

Books to be kept (1) The Company shall keep at its Registered Office proper books of account as would
give a true and fair view of the state of affairs of the Company or its transactions
with respect to:
(a) all sums of money received and expended by the Company and the matters in
respect of which the receipt and expenditure takes place
(b) all sales and purchases of goods by the Company
(c) the assets and liabilities of the Company and
(d) if so required by the Central Government, such particulars relating to
utilisation of material or labour or to other items of cost as may be prescribed
by the Government

Provided that all or any of the books of account aforesaid may be kept at such other
place in India as the Board of Directors may decide and when the Board of
Directors so decides the Company shall within seven days of the decision file with
the Registrar a notice in writing giving the full address of that other place.

(2) Where the Company has a branch office, whether in or outside India, the Company
shall be deemed to have complied with the provisions of clause (1) if proper books
of account relating to the transaction effected at the branch are kept at that office
and proper summarised returns, made upto date at intervals of not more than three
months, are sent by the branch office to the Company at its Registered Office or
the other place referred to in sub-clause (1). The books of accounts and other books
and papers shall be open to inspection by any Director during business hours.

230.

Inspection by No Members (not being a Director) shall have any right

Members of inspecting any account books or documents of the Company
except as allowed by law or authorized by the Board.

231.

Statements of The Board of Directors shall from time to time in accordance with Sections 129, 133,
accounts to be and 134 of the Companies Act, 2013, cause to be prepared and laid before each Annual
furnished to General Meeting a profit and loss account for the financial year of the Company and a
General Meeting balance sheet made up as at the end of the financial year which shall be a date which
shall not precede the day of the Meeting by more than six months or such extended
period as shall have been granted by the Registrar under the provisions of the Act.

232.

Right of Members (1) The Company shall comply with the requirements of Section 136 of the Companies
or others to copies Act, 2013.

334
of balance sheet
and Auditors’
(2) The copies of every balance sheet including the Profit & Loss Account, the
report and
Auditors' Report and every other document required to be laid before the Company
statement under
Section 136 in General Meeting shall be made available for inspection at the Registered Office
of the Company during working hours for a period of 21 days before the Annual
General Meeting.

(3) A statement containing the salient features of such documents in the prescribed
form or copies of the documents aforesaid, as the Company may deem fit will be
sent to every Member of the Company and to every trustee of the holders of any
Debentures issued by the Company not less than 21 days before the date of the
Meeting.

233.

Accounts to be Once at least in every year the accounts of the Company shall be examined, balanced
audited and audited and the correctness of the profit and loss Account and the balance sheet
ascertained by one or more Auditor or Auditors.

234.

Appointment of (1) Auditors shall be appointed and their qualifications, rights and duties regulated in
Auditors accordance with Section 139 to 146 of the Companies Act, 2013.

(2) The Company shall at each Annual General Meeting appoint an individual or a
firm as an auditor who shall hold office from the conclusion of that meeting till the
conclusion of its sixth annual general meeting and thereafter till the conclusion of
every sixth meeting. The company shall place the matter relating to such
appointment for ratification by members at every annual general meeting. The
company shall also inform the auditor concerned of his or its appointment, and also
file a notice of such appointment with the Registrar within fifteen days of the
meeting in which the auditor is appointed.

(3) The company or shall not appoint or re-appoint—

(a) an individual as auditor for more than one term of five consecutive years; and

(b) an audit firm as auditor for more than two terms of five consecutive years:

Provided that—

(i) an individual auditor who has completed his term under clause (a) shall not be eligible
for re-appointment as auditor in the same company for five years from the completion
of his term;

335
 (ii) an audit firm which has completed its term under clause (b), shall not be eligible for
re-appointment as auditor in the same company for five years from the completion of
such term:

(4) Subject to the provisions of Clause (1) and the rules made thereunder, a retiring
auditor may be re-appointed at an annual general meeting, if—

(a) he is not disqualified for re-appointment;

(b) he has not given the company a notice in writing of his unwillingness to be re-
appointed; and

(c) a special resolution has not been passed at that meeting appointing some other auditor
or providing expressly that he shall not be re-appointed.

(5) Where at any annual general meeting, no auditor is appointed or re-appointed, the
existing auditor shall continue to be the auditor of the company.

(6) Any casual vacancy in the office of an auditor shall be filled by the Board of
Directors within thirty days, but if such casual vacancy is as a result of the
resignation of an auditor, such appointment shall also be approved by the company
at a general meeting convened within three months of the recommendation of the
Board and he shall hold the office till the conclusion of the next annual general
meeting.

(7) Special notice shall be required for a resolution at an annual general meeting
appointing as auditor a person other than a retiring auditor, or providing expressly
that a retiring auditor shall not be re-appointed, except where the retiring auditor has
completed a consecutive tenure of five years or, as the case may be, ten years, as
provided under Clause (3).

235.

Accounts when Every account when audited and approved by a General Meeting shall be conclusive
audited and except as regards any errors discovered therein within the next three months after the
approved to be approval thereof. Whenever any such error is discovered within that period, the account
conclusive except shall be corrected, and amendments effected by the Directors in pursuance of this Article
as to errors shall be placed before the Members in General Meeting for their consideration and
discovered within approval and, on such approval, shall be conclusive.
3 months

336
DOCUMENTS AND NOTICES

Title of Article Article Number and Contents

236.

To whom Document or notice of every Meeting shall be served or given on or to (a) every Member
documents must (b) every person entitled to a Share in consequence of the death or insolvency of a
be served or given Member and (c) the Auditor or Auditors for the time being of the Company

237.

Members bound Every person, who by operation of law, transfer or other means whatsoever, shall
by documents or become entitled to any Share, shall be bound by every document or notice in respect of
notices served on such Share, which prior to his name and address being entered in the Register of
or given to Members shall have been duly served on or given to the person from whom he derived,
previous holders his title to such Share.

238.

Service of A document may be served on the Company or an officer thereof by sending it to the
documents on the Company or officer at the Registered Office of the Company by post under a certificate
Company of posting or by registered post or by leaving it at its Registered Office.

239.

Authentication of Save as otherwise expressly provided in the Act, a document or proceedings requiring
documents and authentication by the Company may be signed by a Director, the Managing Director, or
proceedings the Secretary or other authorized officer of the Company and need not be under the Seal
of the Company.

REGISTERS AND DOCUMENTS

Title of Article Article Number and Contents

240.

Registers and The Company shall keep and maintain registers, books and documents required by the
documents to be Act or these Articles, including the following:
maintained by the
Company (a) Register of investments made by the Company but not held in its own name, as
required by Section 187 of the Companies Act, 2013
(b) Register of mortgages and charges as required by Section 85 of the Companies Act,
2013 and copies of instruments creating any charge requiring registration according
to Section 85 of the Companies Act, 2013.
(c) Register and index of Members and debenture holders as required by Section 88 of
the Companies Act, 2013.

337
Title of Article Article Number and Contents

(d) Foreign register, if so thought fit, as required by Section 88 of the Companies Act,
2013.
(e) Register of contracts, with companies and firms in which Directors are interested
as required by Section 189 of the Companies Act, 2013.
(f) Register of Directors and Secretaries etc. as required by Section 170 of the
Companies Act, 2013.
(g) Register as to holdings by Directors of Shares and/or Debentures in the Company
as required by Section 170 of the Companies Act, 2013.
(h) Register of investments made by the Company in Shares and Debentures of the
bodies corporate in the same group as required by Section 186 of the Companies
Act, 2013.
(i) Copies of annual returns prepared under Section 92 of the Companies Act, 2013
together with the copies of certificates and documents required to be annexed
thereto under Section 92 of the Companies Act, 2013.

241.

Inspection of The registers mentioned in clauses (f) and (i) of the foregoing Article and the minutes
Registers of all proceedings of General Meetings shall be open to inspection and extracts may be
taken therefrom and copies thereof may be required by any Member of the Company in
the same manner to the same extent and on payment of the same fees as in the case of
the Register of Members of the Company provided for in clause (c) thereof. Copies of
entries in the registers mentioned in the foregoing article shall be furnished to the
persons entitled to the same on such days and during such business hours as may be
consistent with the provisions of the Act in that behalf as determined by the Company
in General Meeting.

WINDING UP

Title of Article Article Number and Contents

242.

Distribution of If the Company shall be wound up, and the assets available for distribution among the
assets Members as such shall be insufficient to repay the whole of the paid up capital, such
assets shall be distributed so that as nearly as may be the losses shall be borne by the
Members in the proportion to the capital paid up or which ought to have been paid up at
the commencement of the winding up, on the Shares held by them respectively, and if in
the winding up the assets available for distribution among the Members shall be more
than sufficient to repay the whole of the capital paid up at the commencement of the
winding up, the excess shall be distributed amongst the Members in proportion to the
capital at the commencement of the winding up, paid up or which ought to have been
paid up on the Shares held by them respectively. But this Article is to be without
prejudice to the rights of the holders of Shares issued upon special terms and conditions.

338
Title of Article Article Number and Contents

243.

Distribution in (a) If the Company shall be wound up, whether voluntarily or otherwise, the
specie or kind Liquidator may, with the sanction of a Special Resolution, divide amongst the
contributories in specie or kind, any part of the assets of the Company and may,
with the like sanction, vest any part of the assets of the Company in trustees upon
such trusts for the benefit of the contributories or any of them, as the liquidator,
with the like sanction, shall think fit.

(b) If thought expedient any such division may subject to the provisions of the Act be
otherwise than in accordance with the legal rights of the contributions (except
where unalterably fixed by the Memorandum of Association and in particular any
class may be given preferential or special rights or may be excluded altogether or
in part but in case any division otherwise than in accordance with the legal rights
of the contributories, shall be determined on any contributory who would be
prejudicial thereby shall have a right to dissent and ancillary rights as if such
determination were a Special Resolution passed pursuant to Section 494 of the Act.

(c) In case any Shares to be divided as aforesaid involve a liability to calls or otherwise
any person entitled under such division to any of the said Shares may within ten
days after the passing of the Special Resolution by notice in writing direct the
Liquidator to sell his proportion and pay him the net proceeds and the Liquidator
shall, if practicable act accordingly.

244.

Right of A Special Resolution sanctioning a sale to any other Company duly passed pursuant to
shareholders in Section 319 of the Companies Act, 2013 may subject to the provisions of the Act in like
case of sale manner as aforesaid determine that any Shares or other consideration receivable by the
liquidator be distributed against the Members otherwise than in accordance with their
existing rights and any such determination shall be binding upon all the Members subject
to the rights of dissent and consequential rights conferred by the said sanction.

245.

Directors and Every Director or officer, or servant of the Company or any person (whether an officer
others right to of the Company or not) employed by the Company as Auditor, shall be indemnified by
indemnity the Company against and it shall be the duty of the Directors, out of the funds of the
Company to pay all costs, charges, losses and damages which any such person may incur
or become liable to pay by reason of any contract entered into or any act, deed, matter
or thing done, concurred in or omitted to be done by him in any way in or about the
execution or discharge of his duties or supposed duties (except such if any as he shall
incur or sustain through or by his own wrongful act, neglect or default) including

339
Title of Article Article Number and Contents

expenses, and in particular and so as not to limit the generality of the foregoing
provisions against all liabilities incurred by him as such Director, officer or Auditor or
other office of the Company in defending any proceedings whether civil or criminal in
which judgment is given in his favour, or in which he is acquitted or in connection with
any application under Section 463 of the Companies Act, 2013 in which relief is granted
to him by the Court.

246.

Director, officer Subject to the provisions of Section 201 of the Act, no Director, Auditor or other officer
not responsible of the Company shall be liable for the acts, receipts, neglects, or defaults of any other
for acts of others Director or officer or for joining in any receipt or other act for conformity or for any loss
or expenses happening to the Company through the insufficiency or deficiency of the
title to any property acquired by order of the Directors for and on behalf of the Company
or for the insufficiency or deficiency of any security in or upon which any of the moneys
of the Company shall be invested for any loss or damages arising from the insolvency or
tortuous act of any person, firm or Company to or with whom any moneys, securities or
effects shall be entrusted or deposited or any loss occasioned by any error of judgment,
omission, default or oversight on his part of for any other loss, damage, or misfortune
whatever shall happen in relation to execution of the duties of his office or in relation
thereto unless the same shall happen through his own dishonesty.

SECRECY CLAUSE

Title of Article Article Number and Contents

247.

Secrecy Clause Every Director/Manager, Auditor, treasurer, trustee, member of a committee, officer,
servant, agent, accountant or any other person-employed in the business of the Company
shall, if so required by the Director, before entering upon his duties, sign a declaration
pledging himself, to observe a strict secrecy respecting all transactions and affairs of the
Company with the Company customers and the state of the accounts with individuals
and in matter thereto and shall by such declaration pledge himself not to reveal any of
the matters which may come to his knowledge in discharge of his duties except when
required to do so by the Directors or by law or by the person to whom such matters relate
and except so far as may be necessary in order to comply with any of the provisions in
these presents contained.

248.

No Member to No Member or other person (not being a Director) shall be entitled to visit or inspect any
enter the premises property or premises of the Company without the permission of the Board of Directors
of the Company or Managing Director, or to inquire discovery of or any information respecting any
without details of the Company's trading or any matter which is or may be in the nature of a trade
permission secret, mystery of trade, secret process or any other matter which relate to the conduct

340
Title of Article Article Number and Contents

of the business of the Company and which in the opinion of the Directors, it would be
inexpedient in the interest of the Company to disclose.

GENERAL

Title of Article Article Number and Contents

249.

General Power Wherever in the Act, it has been provided that the Company shall have any right,
privilege or authority or that the Company could carry out any transaction only if the
Company is so authorized by its articles, then and in that case this Article authorizes and
empowers the Company to have such rights, privileges or authorities and to carry out
such transactions as have been permitted by the Act, without there being any specific
Article in that behalf herein provided.

341
 SECTION IX – OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried on by our
Company or contracts entered into more than two (2) years before the date of filing of this Prospectus) which are
or may be deemed material have been entered or are to be entered into by our Company. These contracts, copies
of which will be attached to the copy of this Prospectus to be delivered to the RoC for registration and also the
documents for inspection referred to hereunder, may be inspected at the Registered Office of our Company located
at: Naraingarh Road, Vill. Garnala Ambala City, Haryana -134003, India, from date of filing Prospectus with RoC
to Issue Closing Date on working days from 10.00 a.m. to 5.00 p.m.
MATERIAL CONTRACTS
1. Mandate letter dated May 10, 2016 issue by our Company to the Lead Manager.
2. Issue Agreement dated February 20, 2017 between our Company and the Lead Manager.
3. Agreement dated February 20, 2017 between our Company and the Registrar to the Issue.
4. Public Issue Account Agreement dated March 21, 2017 among our Company, the Lead Manager, the Banker
to Issue/Public Issue Bank, and the Registrar to the Issue.
5. Underwriting Agreement dated February 20, 2017 between our Company and Lead Manager.
6. Market Making Agreement dated February 20, 2017 between our Company, the Lead Manager and the
Market Maker.
7. Agreement among NSDL, our Company and the Registrar to the Issue dated March 21, 2017.
8. Agreement among CDSL, our Company and the Registrar to the Issue dated March 11, 2017.
MATERIAL DOCUMENTS
1. Certified True Copy of the Memorandum and Articles of Association of our Company, as amended from time
to time including certificates of incorporation.
2. Resolution of the Board dated February 15, 2017 authorizing the Issue.
3. Special Resolution of the shareholders passed at the Extra Ordinary General Meeting dated February 16, 2017
authorizing the Issue.
4. Statement of Tax Benefits dated March 06, 2017 issued by Statutory Auditor, Jayant Bansal & Co.
5. Report of the Peer Review Auditor, RPMD & Associates, Chartered Accountants on the Restated Financial
Statements for nine months ended December 31, 2016 and Financial Year ended as on March 31, 2016, 2015,
2014, 2013 and 2012 of our Company.
6. Consents of Promoters, Directors, Company Secretary and Compliance Officer, Chief Financial Officer,
Statutory Auditors, Banker to our Company, the Lead Manager, Underwriter, Registrar to the Issue, Market
Maker to the Issue, Peer Review Auditor, Legal Advisor, Banker to the Issue/Public Issue Bank, Refund
Banker to the Issue, to act in their respective capacities.
7. Copy of approval from NSE vide letter dated March 17, 2017 to use the name of NSE in this offer document
for listing of Equity Shares on Emerge Platform of NSE.
8. Due Diligence Certificate dated March 27, 2017 from the Lead Manager.
9. Copy of Managing Director Agreement with Mr. Vinod Kumar and our Company dated January 26, 2017 for
his appointment.
10. Copy of the Special Resolution dated January 20, 2017 for the detailed terms of appointment of Mr. Vinod
Kumar as Managing Director of the Company.

342
11. Copy of Whole-Time Director Agreement with Mr. Raj Kumar and our Company dated January 26, 2017 for
his appointment.
12. Copy of the Special Resolution dated January 20, 2017 for the detailed terms of re-appointment of Mr. Raj
Kumar as Whole-Time Director of the Company.
Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time if so
required in the interest of our Company or if required by other parties, subject to compliance of the provisions
contained in the Companies Act and other relevant statutes.

343
 DECLARATION
We, the Directors, hereby certify and declare that, all relevant provisions of the Companies Act, 1956, notified
provisions of Companies Act, 2013 and the guidelines issued by the Government of India or the regulations /
guidelines issued by Securities and Exchange Board of India, established under Section 3 of the Securities and
Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in the
Prospectus is contrary to the provisions of the Companies Act, 2013, applicable provisions of Companies Act,
1956, the Securities and Exchange Board of India Act, 1992 or rules made there under or regulations / guidelines
issued, as the case may be. We further certify that all the disclosures and statements made in the Prospectus are
true and correct.
Signed by the Directors of our Company

Name DIN Designation Signature

Vinod Kumar 0150507 Managing Director

Raj Kumar 00126983 Whole-Time Director

Parvind Kumar 00126933 Non-Executive Director

Parmod Kumar 00126965 Non-Executive Director

Additional Non-Executive
Chatter Singh 07749000
& Independent Director

Additional Non-Executive
Raman Kumar Sah 07750890
& Independent Director

Additional Non-Executive
Abhay Kumar 07506524
& Independent Director

Additional Non-Executive
Dinesh Singh Malik 07749708
& Independent Director

Additional Non-Executive
Laxmi Mandal 05287716
& Independent Director

Signed by Company Secretary & Compliance Officer and Chief Financial Officer

Shipra Anand Nipun Garg

Company Secretary & Compliance Officer Chief Financial Officer

Date: March 27, 2017

Place: Ambala

344
 Annexure A

DISCLOSURE OF PRICE INFORMATION OF PAST ISSUES HANDLED BY SARTHI CAPITAL ADVISORS PRIVATE LIMITED

TABLE 1
+/- % change in
+/- % change in +/- % change in
closing price, [+/-
Opening closing price, [+/- % closing price, [+/- %
% change in
Issue Size Issue Price price on change in closing change in closing
Sr. No. Issue Name Listing date closing
(Cr) (Rs.) listing Benchmark]- 30th Benchmark]- 90th
Benchmark]-
date calendar day from calendar day from
180th calendar day
listing listing
from listing
1. Bothra Metals &
12.21 25 March 25, 2013 25.5 11.00 [3.88] 7.40 [-0.75] 30.00 [6.23]
Alloys Limited
2. Tiger Logistics
7.52 66 September 12, 2013 69.2 -13.17 [4.17] -7.38 [7.02] -8.10 [10.34]
(India) Limited
3. R J Bio-Tech
5.00 20.00 September 25, 2013 21.00 92.97 [4.17] 63.49 [5.92] 36.05 [11.08]
Limited
4. RCI Industries &
Technologies 11.52 40.00 January 21, 2014 41.00 -8.02 [-3.36] 6.31 [7.12] -2.76 [21.01]
Limited
5. B.C. Power
10.36 18.00 March 14, 2014 17.15 1.10 [3.10] 1.10 [17.27] 2.21 [24.06]
Controls Limited
6. Starlit Power
2.95 18.00 October 22, 2014 18.10 -3.96 [5.78] -17.68 [7.46] -33.51[4.10]
Systems Limited
7. JLA Infraville
2.00 10.00 November 12, 2014 11.05 5.17 [-2.35] 68.97 [1.24] 72.84 [-1.79]
Shoppers Limited
8. Akme Starhousing
4.80 30.00 March 20, 2015 32.00 -3.94 [-1.33] 6.14 [-4.05] 11.81 [-8.10]
Finance Limited

345
9. Mahabir Metallex
3.90 10.00 March 27, 2015 10.30 22.77 [-1.03] 21.78 [1.59] 2.97 [-5.96]
Limited
10. Pecos Hotels And
2.29 50.00 August 11, 2015 56.00 -4.69 [-8.05] -6.10 [-6.26] 7.14 [-12.84]
Pubs Limited
11. Shaival Reality
5.28 100.00 October 01, 2015 100.50 -0.50 [6.06] 0.00 [4.02] 0.00 [0.08]
Limited
12. Ahimsa Industries
3.79 25.00 October 15, 2015 26.00 -3.08 [-4.56] -3.08 [-7.54] -3.08 [-5.75]
Limited
13. Fourth Dimension
8.68 30.00 January 22, 2016 31.80 107.78 [-2.53] 94.44 [6.60] 108.33 [15.40]
Solutions Limited
14. Hi-Tech Pipes
13.65 50.00 February 25, 2016 60.00 2.55 [9.25] 65.11 [13.83] 100.85 [23.84]
Limited
15. Wealth First
Portfolio Managers 8.40 50.00 March 30, 2016 52.00 -4.85[1.48] -4.76 [5.08] -8.74[12.77]
Limited
16. HEC Infra Projects 102.00 3.17[1.48]
5.39 100.00 March 30, 2016 15.93 [5.08] 3.17[12.77]
Limited
17. Crown Lifters
6.68 121.00 September 27, 2016 122.80 0.92[-1.05] -12.84 [-9.17] -
Limited
18. Husys Consulting
4.20 69.00 September 27, 2016 72.90 1.82[-1.05] -42.08 [-9.17] -
Limited
19. AVSL Industries 38.00 -25.83 [-2.44]
5.18 36.00 October 06, 2016 -21.67 [-5.96] -
Limited
20. Jet Knitwears
4.22 39.00 October 07, 2016 46.80 102.99 [-2.31] 70.94 [-4.87] -
Limited
21. Jet Freight 33.60 61.16 [1.60] -
4.07 28.00 December 06, 2016 116.07 [10.07]
Logistics Limited
22. Libas Designs - -
13.60 68 January 09, 2017 78.25 -3.36[6.47]
Limited

346
Sources: All share price data is from www.bseindia.com / www.nseindia.com

Note:-
1. The BSE Sensex/ Nifty is considered as the Benchmark Index.
2. Price on BSE/ NSE is considered for all of the above calculations.
3. In case 30th/90th/180th day is not a trading day (trading holiday), closing price on BSE/ NSE of the next trading day has been considered.
4. In case 30th/90th/180th day there is no trade then the closing price of the next day when trading has taken place has been considered.

347
TABLE 2: SUMMARY STATEMENT OF DISCLOSURE

No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at
Total
discount – 30th calendar days premium – 30th calendar discount - 180th calendar day premium - 180th calendar
Total funds
Financial from listing days from listing from listing day from listing
no. of raised
year
IPOs (Rs. In. Less Less Less Less
Over Between Over Between Over Between Over Between
Cr) than than than than
50% 25-50% 50% 25-50% 50% 25-50% 50% 25-50%
25% 25% 25% 25%
12-13 1 12.21 - - - - - 1 - - - - 1 -
13-14 4 34.39 - 2 1 - 1 - - 2 - 1 1
14-15 4 13.65 - - 2 - - 2 - 1 - 1 - 2
15-16 7 47.48 - - 4 1 - 2 - - 2 2 - 3
16-17 6* 37.94 - 1 1 2 - 2 1 1 2 - - -

*Following points to be noted:

• The fields left blank in Table 1 indicates that the shares of respective companies have not reached the consequent milestones.

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