ABHIMANU EXPORTS LIMITED€¦ · Companies Act, 1956, having its Registered Office at D-3/2, Okhla Industrial Area Phase-II, Delhi-110020, India Act or Companies Act The Companies

ABHIMANU EXPORTS LIMITED

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AABBHHIIMMAANNUU EEXXPPOORRTTSS LLIIMMIITTEEDD

IINNFFOORRMMAATTIIOONN MMEEMMOORRAANNDDUUMM


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Company ABHIMANU EXPORTS LIMITED

Cin L74899DL1984PLC019230

Registered Office D-3/2, Okhla Industrial Area Phase-II, Delhi-110020, India

Corporate Office Old No. 21, New No. 43, 1st Floor, Spur Tank Road, Chetpet, Chennai- 600031

Phone Number +91-44-42028527

Fax Number +91-44-42028526

E-Mail [email protected]

Website www.abhimanuexports.com

Compliance Officer Mr. Anupam Sutwala

Registrar and

Share Transfer Agent

Link Intime India Pvt Ltd (Ahmedabad Branch)

Unit No 303,3rd Floor, Shopper's Plaza, - V ,

Opp Municipal Market ,Behind Shoppers Plaza II,

Off C G Road, Ahmedabad - 380009

Phone : 079 – 26465179

Fax: 079 - 2646 5179

Email : [email protected]

Website: www.linkintime.co.in

SEBI Registration No.: INR000004058


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INFORMATION MEMORANDUM FOR LISTING OF 34,45,000 EQUITY SHARES

OF RS.10/- EACH FULLY PAID UP

GENERAL RISK

Investment in equity and equity-related securities involve a degree of risk and investors should not invest in the equity shares of Abhimanu Exports Limited unless they can afford to take the risk of involved in their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in the shares of Abhimanu Exports Limited. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved.

ABSOLUTE RESPONSIBILITY OF ABHIMANU EXPORTS LIMITED.

Abhimanu Exports Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to Abhimanu Exports Limited which is material, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or in part misleading in any material respect.

LISTING

The existing Equity Shares of the Company are listed on the Delhi Stock Exchange Limited, New Delhi. Now the Company proposes to list the equity shares of the company on the MCX Stock Exchange Limited. An application is being made along with the information memorandum to MCX Stock Exchange Limited seeking listing. TABLE OF CONTENTS Sr.No. Particulars Page No.

I Definitions, Abbreviations and Industry related terms 4

II Risk Factors and Management Perceptions thereof 7

III General Information 10

IV Capital Structure 12

V Brief about company 22

VI Overview of Organization Structure & Senior

Management Personnel

28


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VII Financial Statements 28

VIII Outstanding Litigations, Defaults and Material

Developments

32

IX Declaration 33

I. DEFINITIONS, ABBREVIATIONS AND INDUSTRY RELATED TERMS

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

Term Description “The Company” or “Company”or“our Company” “AIL” or “Abhimanu Exports Limited”

Abhimanu Exports Limited, a Company constituted under the Companies Act, 1956, having its Registered Office at D-3/2, Okhla Industrial Area Phase-II, Delhi-110020, India

Act or Companies Act The Companies Act, 1956 and the amendments made thereto from time to time.

Articles/AOA Articles of Association of Abhimanu Exports Limited AGM Annual General Meeting Auditor The Statutory Auditors of Abhimanu Exports Limited being

M/s. Doogar & Associates, Chartered Accountants AS Accounting Standards Board Board of Directors of Abhimanu Exports Limited CDSL Central Depository Services (India) Limited CAGR Compound Annual Growth Rate CSR Corporate Social Responsibilities Depositories Act The Depositories Act, 1996 as amended from time to time Depository A depository registered with SEBI under the Securities and

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

DP Depository Participant DIN Director Identification Number Director(s) Directors on the Board of Abhimanu Exports Limited DSE Delhi Stock Exchange EGM Extraordinary general meeting Equity Shareholders

Equity Shareholders of the Company

EPS Earnings per Share Equity Shares Equity Shares of the Company of face value of Rs. 10/- each

unless otherwise specified in the context thereof


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FC Foreign currency FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999, together with rules

and regulations there under Financial Year/Fiscal Year/F

12 months period ending on March 31 of a particular year. Unless otherwise stated

GDP Gross Domestic Product Information Memorandum

This Information Memorandum

HUF Hindu Undivided Family Indian GAAP Generally Accepted Accounting Principles in India IT Act Income Tax Act, 1961 and subsequent amendments thereto ICAI The Institute of Chartered Accountants of India ICSI The Institute of Companies Secretaries of India MCX-SX MCX Stock Exchange Limited MD Managing Director MOA Memorandum of Association of Abhimanu Exports Limited NSDL National Securities Depository Limited NCR National Capital Region NCT National Capital Territory Non Resident / NRI A Person resident outside India, as defined under FEMA and

includes a Non-Resident Indian PAT Profit after tax PAN Permanent Account Number allotted under the Income Tax

Act, 1961 of India PBT Profit Before Tax RBI Reserve Bank of India ROC Registrar of Companies, Delhi Rs. / Rupees Indian Rupees SCRA Securities Contracts (Regulation) Act, 1956 and rules there of. SCRR Securities Contracts (Regulation) Rules, 1957 and rules there

of. SEBI Securities and Exchange Board of India SEBI Act Securities and Exchange Board of India Act, 1992 and rules

thereof.


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CERTAIN CONVENTIONS; USE OF MARKET DATA

Unless indicated otherwise, the financial data in this Information Memorandum is derived from our financial statements prepared in accordance with the Generally Accepted Accounting Principles in India (“Indian GAAP”) and the Companies Act, 1956, as amended (“Companies Act”) included elsewhere in this Information Memorandum.

Unless stated otherwise the financial year commences on April 1st and ends on March 31, so all references to a particular financial year are to the twelve-month period ended March 31 of that year. Any discrepancies in any table between the total and the sums of the amounts mentioned are due to rounding off.

The information in this information memorandum has been taken from Financial Statements and annual Reports of the Company and Group Companies and Directors’ Report and Auditors Reports thereon and some other information pertaining to industry has been derived from, government websites and other reliable sources. We believe that industry data used in this Information Memorandum is reliable though it has not been independently verified by the company.

FORWARD LOOKING STATEMENT

Statements included in this Information Memorandum which contains words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “ should”, “will pursue” and similar expression or variations of such expressions, that are “forward-looking statements” and involve risks and uncertainties. All forward looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others:

• General economic and business conditions in India and other countries;

• Our ability to successfully implement our strategy, our growth and expansion plans

and technological changes;

• Changes in the value of the Indian Rupee and other currency changes;

• The occurrence of natural disasters or calamities.

• Changes in laws and regulations in India;

• Changes in political conditions in India;

• The Loss of our Key Employees and Staff.

• Any adverse outcome in the legal proceedings in which the Company is involved.


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• The Company’s ability to meet its capital expenditure requirements;

• Changes in the foreign exchange control regulations in India.

For further discussion of factors that could cause our actual results to differ, see the section titled “Risk Factors”. By their nature, certain risk disclosures are only estimates and could be materially different from what actually occur in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. We do not have any obligation to and do not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. II. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF

An investment in equity securities involves a high degree of risk. Investors should carefully consider all information in this Information Memorandum, including the risks and uncertainties described below, before making an investment in our Equity Shares. Occurrence of any of the following risks as well as the other risks and uncertainties discussed in this Information Memorandum could have a material adverse effect on our business, financial condition, results of operations and could cause the trading price of our Equity Shares to decline, which could result in the loss to the investor.

Risk Factors

The Company is currently engaged in trading and investing activities. The business of the Company largely depends on the policies framed by government well as Global volatility in the financial market. Recession in the economies of the abroad countries affects the economy of India which further results in the Financial Market performance. Our business is dependent on the performance of the Securities Market viz; Primary as well as Secondary Market in India, and our operations could be adversely affected if market conditions deteriorate. Any adverse trend in the industry, adverse trends in domestic/global business environment will have adverse impact on the performance of the Company. Any adverse changes in political and economic environment in India will have negative impact on Business and performance of the Company. Changes in government policies national or state wise will have adverse consequences on the business of the Company.


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Management Perception The Company, at present follows such rules, regulations and guidelines as may be applicable to a Company. It follows and regularly complies with the guidelines issued by SEBI, Companies Act from time to time and will always strive to take due care to follow the same. Thus the applicability of such laws will have limited consequences upon business and performance of the Company. The Company follows a systematic process for planning and implementation of its strategies. The Company is exposed to specific risks that are particular to its business and the environment within which it operates. The measurement, monitoring management of risk remains key focus areas for the Company. The Company has in built balancing business strategy/approach so as to ensure minimum effect on the business of the company in the adverse situations of political, economic scenario and government Policies.

RISK IN INVESTING IN SECURITY OF THE COMPANY:

The prices of our equity shares may fluctuate after listing due to a wide variety of factors, including volatility in the Indian and global securities markets; our operational performance, financial results and capacity expansion; developments in India’s economic liberalization and deregulation policies, and changes in India’s laws and regulations impacting our business. There is no assurance that an active trading market for our equity shares will develop or be sustained after listing.

INTERNAL RISK FACTORS

1. We are reorganizing the affairs of the company which may also hamper future prospects of the company. The company is reorganizing its business products & mobilization of funds which may depend upon intelligence of the senior management personnel or prevailing market economic conditions or scenario. EXTERNAL RISK FACTORS

2. A slowdown in economic growth in India could cause our business to suffer. Our performance and growth are dependent on the health of the Indian economy. The economy could be adversely affected by various factors such as political or regulatory action, including adverse changes in liberalization policies, social disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest rates, commodity and energy prices and various other factors. Any slowdown in the Indian economy may adversely impact our business and financial performance and the price of our equity shares.


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3. Volatility in political, economic and social developments in India could adversely

affect our business. The central and state governments serve multiple roles in the Indian economy, including producers, consumers and regulators, which may have a significant influence on us. Economic liberalization policies have encouraged private investment in our industry and changes in these governmental policies could have a significant impact on the business and economic conditions in India, which in turn could adversely affect our business, future financial condition and results of operations. In addition, the leadership of India has undergone multiple changes since 1996. Any political instability in India may adversely affect the Indian securities markets in general, which could also adversely affect the trading price of our Equity Shares.

4. Any downgrading of India’s debt rating by an independent agency may harm our ability to raise debt financing.

Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may adversely affect our ability to raise additional financing and the interest rates and other commercial terms at which such additional financing is available. This could have a material adverse effect on our capital expenditure plans, business and financial performance.

5. Civil disturbances, regional conflicts and other acts of violence in India and abroad may disrupt or otherwise adversely affect the Indian economy. Certain events that are beyond the control of our Company, such as violence or war may adversely affect worldwide financial markets and could potentially lead to a severe economic recession, which could adversely affect our business, results of operations, financial condition and cash flows, and more generally, any of these events could lower confidence in India's economy. Political tensions could create a perception that there is a risk of disruption of services provided by India-based companies, which could have an adverse effect on our business, future financial performance and price of the Equity Shares.

6. Change in wage structure across Industry will affect our operations adversely. We may need to increase the levels of its employee compensation to remain competitive and manage attrition as human resource remains a cornerstone. Compensation increases may result in a material adverse effect on our business, results of operation and financial condition. However, such a material impact cannot be quantified.


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7. Taxes and other levies imposed by the Government of India or other state governments, as well as other financial policies and regulations, may have a material adverse effect on our business, financial condition and results of operations. Taxes and other levies imposed by the central or state governments in India that affect our industry include customs duties, excise duties, sales tax, service tax, income tax and other taxes, duties or surcharges introduced on a permanent or temporary basis from time to time. The central and state tax scheme in India is extensive and subject to change from time to time. Any adverse changes in any of the taxes levied by the central or state governments may adversely affect our competitive position and profitability.

III. GENERAL INFORMATION

Incorporation Originally incorporated as Public Limited Company in the name & style of “Abhimanu Exports Limited” with the Registrar of Companies, Delhi vide Certificate of Incorporation dated October 19, 1984. Listing of equity shares on MCX Stock Exchange Limited: Equity Shares of the Company are proposed to be listed and to be traded on MCX Stock Exchange Limited. Such admission for trading will be subject to fulfillment by the Company of listing criteria and subject to such other terms and conditions as may be prescribed by the Exchange at the time of the application by the Company seeking listing.

Eligibility Criterion:

The Company is submitting its Information Memorandum, for listing of Equity Shares under new norms for direct listing for the companies already listed on other recognized Stock Exchange and it contains information about the Company, making disclosures in line with the disclosure requirement for public issues, as applicable, to MCX Stock Exchange Limited for making the said Information Memorandum available to public through their website viz. www.mcx-sx.com/.

Prohibition by SEBI:

The company, its directors, its promoters, other companies promoted by the promoters and companies with which the company’s directors are associated as directors have not been prohibited from accessing the capital markets under any order or direction passed by SEBI

General Disclaimer from the Company:

The Company accepts no responsibility for statements made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing


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so at his or her own risk. All information shall be made available by the Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner.

Listing

Application is being made to MCX Stock Exchange Limited, for permission to deal in and for an official quotation of the Equity Shares of the company. The company has taken steps for completion of necessary formalities for direct listing of its shares and commencement of trading at the MCX Stock Exchange Limted.

Demat Credit

The Company has executed Agreements with NSDL and CDSL for its securities in Demat form. Tripartite agreements have been signed between the Company, the Registrar and CDSL and NSDL. The ISIN No. allotted to the Company is ISIN: INE076R01016.

Registrar of Companies, NCT of Delhi & Haryana, 4thFloor, IFCI Tower, 61, Nehru Place, New Delhi – 110019 Stock Exchanges, Where Company is listed Delhi Stock Exchange Ltd., DSE House-3/1, Asaf Ali Road, New Delhi-110002 Auditors M/S Doogar & Associates, 13, Community Centre, East of Kailash, New Delhi - 110065 Bankers to the Company Canara Bank OBC Bank


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IV. CAPITAL STRUCTURE OF THE COMPANY PARTICULARS AGGREGATE NOMINAL

VALUE (RS.)

A. Authorized Capital

62,45,000 Equity share of Rs. 10/- each

2,74,000 Preference Share of Rs. 100/- each

TOTAL

6,24,50,000

2,74,00,000

8,98,50,000

B. Issued, Subscribed & Paid up Capital

3445000 Equity share of Rs. 10/- each

2,74,000 Preference Share of Rs. 100/- each

TOTAL

3,44,50,000

2,74,00,000

6,18,50,000

Terms / rights attached to the equity shares & Preference Shares Equity The company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividend in Indian rupees. The dividend proposed by the board of Directors is subject to the approval of the shareholders in the Annual General Meeting, except interim dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

Preference The Company has one class of preference shares and having a par value of Rs. 100/- per share. The Preference shares shall carry 0.01% Non- Cumulative Preference dividend on the capital for the time being paid up thereon and shall be redeemed on such date as determined by the board but not later than a period exceeding twenty years.. The said


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shares shall be redeemed out of profit and /or out of fresh issue of capital. The preference shares cannot be redeemed unless they are fully paid or otherwise as permitted by law from time to time. The said shares shall rank for dividend in priority to the equity shares for the time being of the company. The said shares shall in winding up be entitled to rank, as regards to repayment of capital in priority to the equity shares but shall not be entitled to any further participation in profits of assets. The voting rights of the persons holding the shares shall be in accordance with the provision of the section 87 of the companies act, 1956 (including any statutory modifications or re-enactments thereof for the time being in force.) Notes to Capital Structure: Changes in the paid up Equity Capital of the Company

Date of allotment of Shares Shares Issued

Cumulative Paid Up Capital

Mode Of Allotment

Identity of Allottes (Promoters/Ex Promoters/ Others)

Number

% to total Share Capital Number

% to total share capital

Incorporation 70 0.002 70 0.002 MOA Subscribers to MOA

20.11.1984 94,930 2.756 95000 2.758 Preferential Allotment Promoters

31.01.1985 1,50,000 4.354 245000 7.112 Public Issue Others

28.08.2014 32,00,000 92.888 34,45,000 100 Preferential Allotment Others

Changes in the Preference Capital of the Company

Date of allotment of Shares Shares Issued

Cumulative Paid Up Capital

Mode Of Allotment

Identity of Allottes (Promoters/Ex Promoters/ Others)

Number

% to total Share Capital Number

% to total share capital

29.03.2014 2,74,000 100 2,74,000 100 Preferential Allotment

Others


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PARTICULARS OF COMMISSION, BROKERAGE, DISCOUNT OR OTHER SPECIAL TERMS FOR ISSUE OF ANY KIND OF SECURITIES

The Company has not paid any commission and/or brokerage and / or discount and/or issued any kind of securities to any person on special terms including an option for issue of any kind of securities granted to any person.

Top Ten Shareholders of the Company

S. NO. NAME OF SHAREHOLDER NO. OF SHARES % to total paid up capital

1 Shakti Shareshoppe Private Limited 8,00,000 23.22 2 Ashok Investors Trust Limited 8,00,000 23.22 3 Wrinkle Marketing Private Limited 8,00,000 23.22 4 Admit Vintrade Private Limited 8,00,000 23.22 5 Mr.Lalit Kumar Sutwala 49,000 1.42 6 Mrs.Urmila Devi Chokhani 44,000 1.27 7 Mr.Anupam Sutwala 38,500 1.11 8 Mr.Suraj Jha 11,000 0.31 9 Mrs. Rekha Sutwala 10,000 0.29 10 Mr.Ganesh Pandora 9100 0.26 SHAREHOLDING PATTERN (31.08.2014)

(I)(a) Statement showing Shareholding Pattern

Name of the Company: .Abhimanu Exports Limited

Scrip code, Name of the scrip, class of security: Equity, Scrip Code

Partly paid-up Shares Number of partly paid up Shares

As a % of total No. of partly paid-up Shares

As a % of total no. of shares of the Company

Held by Promoter/Promoter Group Nil 0 0 Held by Public Nil 0 0 Total Nil 0 0

Outstanding Convertible Securities

Number of Outstanding Securities

As a % of total number of outstanding Convertible Securities

As a % of total Number of Shares of the Company, assuming full of conversion of the convertible Securities


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Category code (i)

Category of Shareholder (ii)

Number of Shareholders (iii)

Total number of shares (iv)

Number of shares held in dematerialized form (v)

Total shareholding as a percentage of total number of shares

Shares Pledged or otherwise encumbered

As a percentage of(A+B) (vi)

As a percentage of (A+B+C) (vii)

Number of shares (viii)

As a percentage (ix)

(A) Shareholding of Promoter and Promoter Group2

(1) Indian (a) Individuals/

Hindu Undivided Family

4 141500 Nil 4.11 4.11 0 0.00

(b) Central Government/ State Government(s)

0 0 0 0.00 0.00 0 0.00

(c) Bodies Corporate 0 0 0 0.00 0.00 0 0.00

(d) Financial 0 0 0 0.00 0.00 0 0.0

Held by Promoter/Promoter Group Nil 0 0 Held by Public Nil 0 0 Total Nil 0 0

Warrants:- Number of Warrants

As a % of total number of Warrants

As a % of total number of shares of the Company , assuming full conversion of Warrants

Held by Promoter/Promoter Group Nil 0 0 Held by Public Nil 0 0 Total Nil 0 0 total Paid-up capital of the Company , assuming full conversion of Warrants and convertible Securities 3445000 N.A. 100


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Institutions/ Banks

0

(e) Any Others(Specify)

0 0 0 0.00 0.00 0 0.00

Sub Total(A)(1) 4 141500 Nil 4.11 4.11 0 0.00

(2) Foreign (a) Individuals (Non-

Residents Individuals/ Foreign Individuals)

0 0 0 0.000 0.00 0 0.00

(b) Bodies Corporate 0 0 0 0.00 0.00 0 0.00

(c) Institutions 0 0 0 0.00 0.00 0 0.00

(d) Qualified foreign investors

0 0 0 0.00 0.00 0 0.00

(e) Any other 0 0 0 0.00 0.00 0 0.00

Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)

4 141500 Nil 4.11 4.11 0 0.00

(B) Public shareholding

(1) Institutions (a) Mutual Funds/

UTI 0 0 0 0.00 0.00 0.00 0.0

0 (b) Financial

Institutions /

Banks

0 0 0 0.00 0.00 0.00 0.00

(c) Central Government/ State Government(s)

0 0 0 0.00 0.00 0.00 0.00

(d) Venture Capital Funds

0 0 0 0.00 0.00 0.00 0.00

(e) Insurance Companies

0 0 0 0.00 0.00 0.00 0.00

(f) Foreign Institutional Investors

0 0 0 0.00 0.00 0.00 0.00

(g) Foreign Venture Capital Investors

0 0 0 0.00 0.00 0.00 0.00

(h) Qualified foreign investors

0 0 0 0.00 0.00 0.00 0.00

(i) Any Other (specify)

0 0 0 0.00 0.00 0.00 0.00

Sub-Total (B)(1) 0 0 0 0.00 0.00 0.00 0.00

B 2 Non-institutions (a) Bodies Corporate 17 3200650 0 92.91 92.91 0 0.0


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0 (b) Individuals (b) (I)

Individuals I. Individual share holders holding nominal share capital up to Rs 1 lakh

485 91850 0 2.67 2.67 0 0.00

(b) (II)

ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh.

1 11000 0 0.32 0.32 0 0.00

(c) Qualified foreign investors

0 0 0 0.00 0.00 0 0.00

(d) Any Other -HUF 0 0 0 0.00 0.00 0 0.00

Sub-Total (B)(2) 503 3303500 0 95.89 95.89 0 0.00

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

503 3303500 0 95.89 95.89 0 0.00

Total (A)+(B) 507 3445000 0 100.00 100.00 0 0 (C) Shares held by

Custodian and against which Depository Receipt have been issued (i) Promoter and Promoter Group (ii)Public

0

0

0

0

0

0

0.000

0.000

0.000

0.000

0

0

0.00

0.00

GRAND TOTAL (A)+(B)+(C)

507 3445000 0 100.00 100.00 0 0


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(I) (b) Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category “Promoter and Promoter Group”

Sr. No.

Name of the shareholder(s)

Total shares held

Shares pledged or otherwise Encumbered Shares (*)

Details of warrants

Details of convertible securities

Total Shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital

Number of shares

As a % of grand total (A) +(B) +( C )

Number

As a percentage

As a % of grand total (A)+(B)+(C) of sub-clause (I)(a )

Number of warrants held

As a % total no. of warrants of the same class

Number of convertible securities held

As a % of total number of convertible securities of the same class

1 Lalit Kumar Sutwala 49000

1.42

0

0.00 0.00

0

0

0

0

0

2 Anupam Sutwala 38500

1.12

0

0.00 0.00 0 0 0 0

0

3 Urmila Devi Chokhani 44000

1.28

0

0.00

0.00 0 0 0 0

0

4 Rekha Sutwala 10000

0.29

0

0.00 0.00 0 0 0 0

0

TOTAL 141500

4.11

0

0.00 0.00 0 0 0 0

0


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(I) (c) (I) Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category “Public” and holding more than 1% of the total number of shares.

Sr. No.

Name of the shareholder

Number of shares

Shares as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at Para (I)(a) above}

Details of warrants







1

Shakti Shareshoppe Private Limited 800000 23.22

0

0

0

0

0

2

Ashok Investors Trust Limited 800000 23.22 0 0 0 0 0

3

Wrinkle Marketing Private Limited 800000 23.22

0

0

0

0

0

4

Admit Vintrade Private Limited 800000 23.22

0

0

0

0

0

TOTAL 3200000 92.89 0 0 0 0 0 (I)(c)(ii)

Statement showing holding of securities (including shares, warrants, convertible securities) of persons (together with


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PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Sr. No.


Number of shares

Shares as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at Para (I)(a) above}

Details of warrants







1


0

0

0

0

0

2


3


0

0

0

0

0

4


0

0

0

0

0

TOTAL 3200000 92.89 0 0 0 0 0


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(I)(d) Statement showing details of locked-in shares

Sr. No.


Number of locked-in shares

Locked-in shares as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at Para (I)(a) above}

Details of warrants






% w.r.t. total number of convertible securities of the same class

1


0

0

0

0

0

2


3


0

0

0

0

0

4


0

0

0

0

0

TOTAL 3200000 92.89 0 0 0 0 0.00


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(II)(a) Statement showing details of Depository Receipts (DRs)

Sr. No.

Type of outstanding DR (ADRs, GDRs, SDRs, etc.)

Number of outstanding DRs

Number of shares underlying outstanding DRs

Shares underlying outstanding DRs as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above}

1 Nil 0 0 0.00 Total 0 0 0.00 (II)(b) Statement showing Holding of Depository Receipts (DRs), where underlying shares are in excess of 1% of the total number of shares Sr. No. Name of the DR Holder Type of

outstanding DR (ADRs, GDRs, SDRs, etc.)

Number of shares underlying outstanding DRs

Shares underlying outstanding DRs as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above}

1 Nil 0 0 0.00 TOTAL Nil 0 0 0.00

DETAILS OF OUTSTANDING CONVERTIBLE INSTRUMENTS

Presently the company has not any outstanding convertible instruments pending for conversion and also the company has not issued any convertible instruments till date.

DETAILS OF LISTING APPROVAL PENDING

Presently Listing of 32,00,000 Equity Shares of Rs. 10/- each is pending for approval from DSE.

V. Company History & Management

Brief History of the Company

Abhimanu Exports Limited was incorporated as a public company on October 19, 1984 with the Registrar of Companies, NCT of Delhi and Haryana. The Corporate Identification Number (CIN) of the Company is L74899DL1984PLC019230.Presently the Registered Office of the Company is situated at D-3/2, Okhla Industrial Area, Phase-II, New Delhi-110020.

The Shares of Abhimanu Exports Limited are presently listed on The Delhi Stock Exchange Limited (DSE).


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BUSINESS ACTIVITIES OF THE COMPANY

At present, the company is mainly engaged into the business of Investment activities and loans & advancing. The company is in the process of reviving its business and for this purpose the company has raised funds by way of preferential allotment of 32,00,000 Equity Shares of Rs. 10/- each on conversion of warrants at a price of Rs. 10/- each on 28th August, 2014 issued on preferential basis as per the Preferential Issue guidelines under Chapter VII of SEBI (ICDR)Regulations, 2011. Out of the proceeds through preferential issue the company has deployed money by way of loans and advances and Investment including investment in securities. Company has generated Total Income of Rs. 5,05,000 for the Financial Year 2013-14. The management of the company is very diligent in investing the funds and is expecting good growth in future. COMPETITIVE STRENGTHS Experienced Management

We believe that our talented and experienced Promoters and Directors are the principal reason for the growth of our company. We believe that extensive experience of our management and staff facilitates with a significant competitive advantage.

Changes in MOA during last 3 years.

Date Events

27th March, 2014 Increase in Authorised Capital from Rs.24,50,000 consisting of 2,45,000 Equity Shares of Rs. 10/- each to Rs. 2,98,50,000 consisting of 2,45,000 Equity Shares of Rs. 10 each and 2,74,000 Non-cumulative Non-Convertible Redeemable Preference Shares of Rs.100/- each.

28th June, 2014 Increase in Authorised Capital from Rs. 2,98,50,000 consisting of 2,45,000 Equity Shares of Rs. 10 each and 2,74,000 Non-cumulative Non-Convertible Redeemable Preference Shares of Rs.100/- each to Rs. 8,98,50,000 consisting of 62,45,000 Equity Shares of Rs. 10 each and 2,74,000 Non-cumulative Non-Convertible Redeemable Preference Shares of Rs.100/- each.

MANAGEMENT OF THE COMPANY Abhimanu Exports Limited is a professionally managed company. Under our Articles of Association, we are required to have not less than three directors and not more than twelve directors. The overall management is vested in the Board of Directors, comprised of qualified and experienced persons. We currently have Four directors on Board. Out of which Two are Non Executive Directors and Two are Non-Executive Independent Directors.


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BOARD OF DIRECTORS

S.No.

Name, Designation, Father’s Name, Age, Occupation

DIN-No. /Address

Other Directorships Qualification and Experience in No. of years and field of experience

1. Anupam Sutwala Director S/O Shri. Kishwala Sutwala DOB :01/01/1961 AGE: 53 yr OCCUPATION: BUSINESS

00249754 Suraj Mercantile Limited Sammaan Exports Limited International Cigaretts And Tobacco Limited Makar Mercantile Limited Modern Kitchen Aids Ltd

Bachelor in Technology (B.tech) and having vast experience of almost more than two decade in the field of Technical, Marketing and Project Implementation.

2 Vishnu Prasad Chokani Director S/O Shri. Bajranglal chokani DOB :08/07/1937 AGE: 77 yr OCCUPATION: BUSINESS

00754145 Modern Kitchen Aids Ltd Vitan Agro Industries Limited Sammaan Exports Limited Makar Mercantile Limited Chokhani Investments Ltd International Cigaretts And Tobacco Limited Suraj Mercantile Limited Sion Marketing Private Limited Debas Mercantile Private Limited Trans Sales Private Limited

Matriculation. He has 50 years of experience in managing various industries.

3 Vishwanath Poddar Director DOB :05/01/1945 AGE: 69 yr OCCUPATION: BUSINESS

01754917 Sammaan Exports Limited Modern Kitchen Aids Ltd Suraj Mercantile Limited

Bachelor in Commerce and having more than 30 years of experience in field of finance and accounting

4 Vimlesh Bansal Additional Director S/O Shri. Motilal Rameshwar Parsad Bansal DOB :04/09/1965 AGE: 49 yr OCCUPATION: BUSINESS

00434628 Keyvision Securities Private Limited

Chartered Accountant and having more than 20 years of experience in field of finance, accounting & Investment Banking.


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Background of promoter.

Mr. Anupam Sutwala

Mr. Anupam Sutwala, S/o. Mr. Kishwala Sutwala, aged 53 years is an Indian resident residing at GB-Roslyn Place,No.5, Dr.Guruswamy Road, Chetpet, Chennai 600 031.

He has completed his Bachelor in Technology (B.tech) and having vast experience of almost more than two decade in the field of Technical, Marketing and Project. As on date Mr. Anupam Sutwala is on the Board of Directors of 2 listed companies including Abhimanu Exports Limited (“Company”). Further, he is not a whole time director in any Company. Mr. Anupam Sutwala is holding 38,500 equity shares in the Abhimanu Exports Limited (“Company”). CORPORATE GOVERNANCE:

Corporate Governance is not applicable till the quarter ended June 30, 2014, since the paid up equity capital/voting capital of the company was only 24,50,000.

However, Good corporate governance is a pre-requisite for enhancing shareholder’s long-term value. The company’s policies and practices are aimed at efficient conduct of business and effectively meeting its obligations to shareholders. Abhmanu Exports Limited has been consistently improving transparency and accountability to all its shareholders.

The Company will now comply with the current requirements relating to corporate governance, under the Listing Agreement entered into with the Stock Exchanges. Abhimanu Exports Limited firmly believes that good corporate practices underscore its drive towards competitive strength and sustained performance. These practices are also powerful tool for building trust and long-term relationship with stakeholders of the Company. Company’s thrust on transparency, integrity, accountability and disclosure has enabled it to accomplish best Corporate Governance practices.

The company has complied with SEBI Guidelines in respect of Corporate Governance especially with respect to composition of Board, constituting the committees such as shareholding / investor grievances committee, etc. Currently we have four directors on Board. Out of which Two are Non Executive Directors and two are Non - Executive Independent Director. Thus, Abhmanu Exports Limited complies with the provisions of the Clause 49 of the Listing Agreement in respect of composition of the board of directors.


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1. Audit Committee

The Audit Committee of the Company comprises 3 Directors of which Two are Non-Executive Independent Directors and one is Non-Executive Director. As prescribed under Clause 49 of the Listing Agreement, the Members possess knowledge of Corporate Finance and Accounts.

S.N. Name of the Director Designation Nature of Directorship

1. Mr. Vishwanath Poddar Chairman Non-executive Independent Director

2. Mr. Vimlesh Bansal Director Non-executive Independent Director

3. Mr. Anupam Sutwala Director Non-executive Director The terms of major reference of the audit committee are as follows:

• Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are true and fair.

• Recommending to the Board, the appointment, re-appointment of the statutory auditors, fixation of audit fees and fees for other services.

• Reviewing with management, the quarterly and annual financial statements before submission to the Board for approval.

• To review related party transactions. • Reviewing the adequacy of internal control systems and internal audit function. • Discussing with regard to internal audit and any significant findings and follow up there

on. • Reviewing the findings of any internal investigations 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.

• Discussion with the 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.

• To look into the reasons, if any, for substantial defaults in the payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividend) and creditors.

• In addition to the above, all items listed in clause 49 (II) (D) of the Listing Agreement or the matters referred to the Committee by the Board.


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2. Share Transfer and Shareholders / Investor Grievance Committee

The Board has constituted a Committee of two members under the Chairmanship of a Non-executive Director. All the members were present in all the meetings held during the period. The Committee generally meets to approve inter-alia, transfer/ transmission of shares, issue of duplicate share certificates and reviews the status of investor’s grievances and redressal mechanism and recommends measures to improve the level of investor services. Details of shares transfers/ transmissions approved by the Committee are placed at the Board Meetings from time to time.

Composition of Shareholders/ Investors Grievance Committee

S.N Name of the Director Designation Nature of Directorship

1. Mr. Vishwanath Poddar Chairman Non-executive Independent Director

2. Mr. Anupam Sutwala Director Non-executive Director The committee is constituted in terms of the mandatory requirement of Clause 49 of the Listing Agreement to look into the redressal of grievances of investors like non receipt of share certificates, non-receipt of balance sheet, non-receipt of dividend warrants etc. As on March 31, 2014, no complaints were pending from shareholders of the company.

3. Board Procedures The board of directors meets regularly as per the requirement of the business. The Company confirms that all material information is placed before to the Board of Directors.

4. Management

The Management Discussion and Analysis report forms part of the annual report to the shareholders.

5. Shareholders

The Company has declared the Quarterly results within the expected time and the same have been reported to the Stock Exchanges as per the Listing Agreement. 6. Report on Corporate Governance for the quarter ended June 30, 2014 Not Applicable.


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GROUP / SUBSIDIARY COMPANIES Abhimanu Exports Limited does not belong to any Group and it has also no any subsidiary company.

VI. OVERVIEW OF ORGANISATION STRUCTURE & SENIOR

MANAGEMENT PERSONNEL

Board of Directors

Secretarial Account and Financel HR & Admin

Assistant Employees Assistant Employees Assistant Employees

VII. FINANCIAL OVERVIEW

Un-audited Financial Results for the Quarter Ended June 30, 2014.

Part I (Amount in

Rs.)

Particulars Quarter ended Year ended

30.06.2014 31.03.2014 30.06.2013 31.03.2014 Unaudited Audited Unaudited Audited

1 Net Sales/ Income from Operations

261,000

490,000

-

490,000

Other Operating Income

-

-

-

15,500

Total

261,000

490,000

-

505,500

2 Expenditure (Increase) /

Decrease in stocks -

-

-

-

Cost of Materials

-

-

-

-

Staff Cost

-

-

-

-

Depreciation

-

-

-

-

Other Expenditure

83,170

334,606

-

343,965


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Total

83,170

334,606

-

343,965

3 Profit from operations before other income, interest and exceptional items (1-2)

177,830

155,394

-

161,535

4 Other income

-

-

5,000

5 Profit before interest and exceptional items (3+4)

177,830

155,394

5,000

161,535

6 Interest and Finance cost

-

-

-

-

7 Profit after interest but before exceptional items (5-6)

177,830

155,394

5,000

161,535

8 Exceptional items

-

-

-

-

9 Profit from ordinary activities before tax (7+8)

177,830

155,394

5,000

161,535

10 Tax expenses

-

40,000

-

40,000

11 Net profit from ordinary activities after tax (9-10)

177,830

115,394

5,000

121,535

12 Extra ordinary items

-

-

-

13 Net Profit for the period (11-12)

177,830

115,394

5,000

121,535

14 Paid-up Equity Share Capital (Face value Rs. 10 each)

2,450,000

2,450,000

2,450,000

2,450,000

15 Reserves excluding Revaluation Reserves as per balance sheet

(29,346,276)

16 Basic and diluted earnings per share (not annualized)

0.73

0.47

0.02

0.50

Part II

(Amount in Rs.)

Quarter ended Year ended

Particulars 30.06.2014 31.03.2014 30.06.2013 31.03.2014


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Unaudited Audited Unaudited Audited

A. Particulars of shareholding

1 Public shareholding

- Number of shares 103,500

103,500

103,500

103,500

- Percentage of shareholding

42.25% 42.25% 42.25% 42.25%

2 Promoters and Promoter Group Shareholding

a) Pledged / Encumbered

- Number of shares NIL NIL NIL NIL

- Percentage of shares (as a % of the total shareholding of promoter and promoter group) N.A. N.A. N.A. N.A.

- Percentage of shares (as a % of the total share capital of the company) N.A. N.A. N.A. N.A.

b) Non-Encumbered

- Number of shares

141,500

141,500

141,500

141,500

- Percentage of shares (as a % of the total shareholding of promoter and promoter group) 100.00% 100.00% 100.00% 100.00%

- Percentage of shares (as a % of the total share capital of the company) 57.75% 57.75% 57.75% 57.75%

Particulars Quarter ended 30.06.2014

B. Investor Complaints

Pending at the beginning of the quarter -

Received during the quarter -

Disposed of during the quarter

-

Remainning unresolved at the end of the quarter

-


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FINANCIAL STATUS OF LAST 3 YEARS: (Amount in Rs.) PARTICULARS Year Ended

31st March, 2014 31st March, 2013 31st March, 2012

Total Income 5,05,500 59,200 58,150

Profits before depreciation & tax

1,61,535 18,282 23,919

Depreciation Nil Nil Nil

Profit before Tax 1,61,535 18,282 23,919

Current 40,000 Nil Nil

Deferred Tax Nil Nil Nil

Profit after tax 1,21,535 18,282 23,919

Surplus carried to Balance Sheet

(2,93,46,276) (2,94,67,811) (2,94,86,093)

DIVIDENDS AND CASH BONUSES PAID

No dividend and cash bonuses has been paid during the last 10 years. MATERIAL CONTRACTS / AGREEMENTS The Company has not entered into any material contract and /or agreement (including agreements for technical advice and collaboration) and /or concessions except those entered into in the ordinary course of business carried on or intended to be carried on by the company.


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PURPOSE OF LISTING

The equity shares of the Company are presently listed on Delhi Stock Exchange and the Company is regularly complying with the all the Listing requirements.

As Delhi Stock Exchange is not in operation since long, the interests of shareholders of the company are affected. In order to safeguard the interests of the existing shareholders and to provide liquidity to their investment as also to safeguard the interests of the investors it is proposed to list the shares of the company on MCX Stock Exchange Limited.

As we know that MCX Stock Exchange Limited is one of the newest Stock Exchange in India, which has nationwide electronic trading system.

Followings are the benefits of listing which has motivated the Management to get the securities of the Company listed on MCX Stock Exchange Limited:-

Listing increases shareholder base and enhances credibility.

Listing also improves company’s visibility and credibility among institutions

Listing stimulates liquidity, giving shareholders the opportunity to realize the value of their investments. It allows shareholders to transact in the shares of the company, sharing risks as well as benefitting from any increase in the organizational value.

Listing increases employee value and morale. It may also lead to hiring of new staff and may facilitate stock-based payments such as ESOPs etc.

Listing on MCX Stock Exchange provides liquidity to the shareholders of the listed entity. This in turn helps broaden the shareholder base.

Companies listed on MCX Stock Exchange Limited generally find that the market perception of their financial and business strength is enhanced.

Listing brings transparency and efficiency in the overall operations of the company.

*Source MCX-SX website

VIII. Outstanding Litigations, Defaults and Material Developments

1. LITIGATIONS AGAINST COMPANY

Sr. No.

Particulars Brief Details Status Financial Impact

-----NONE --------


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2. LITIGATIONS BY THE COMPANY

Sr. No. Particulars Brief Details Status Financial Impact

-----NONE --------

IX. DECLARATION

No statement made in this Information Memorandum contravenes any of the provisions of the Companies Act, 1956 and the rules made there under. All the legal requirements connected with the said issue as also the guidelines, instructions etc. issued by SEBI, Government and any other competent authority in this behalf have been duly complied with.

All the information contained in this document is true and correct.

On behalf of the Board of Directors of

Abhimanu Exports Limited

Sd/-

Anupam Sutwala Director & Compliance Officer Place: New Delhi Date: 25/09/2014

Documents

ABHIMANU EXPORTS LIMITED€¦ · Companies Act, 1956, having its Registered Office at D-3/2, Okhla Industrial Area Phase-II, Delhi-110020, India Act or Companies Act The Companies