SCHEDULE II. Information Memorandum. Matters to be specified in prospectus and reports to be set out therein [See sections 43(2)(a) and 56]

Transcription

1 SCHEDULE II Information Memorandum Matters to be specified in prospectus and reports to be set out therein [See sections 43(2)(a) and 56] PART I I. General information (a) Name and address registered fice the company. Mashaal Impex Limited 40B, Princep Street, 3rd Floor, Kolkata (b) (i) Consent the Central Government for the present issue and declaration the Central Government about non-responsibility for financial soundness or correctness statements. The Company is an existing listed Company on Delhi Stock Exchange Limited and with that status the application has been filed for Direct Listing with Metropolitan Stock Exchange India Limited (MSEI) formerly known as MCX Stock Exchange Limited (MCX-SX) and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO. (ii) Letter intent/industrial licence and declaration the Central Government about non-responsibility for financial soundness or correctness statements. The Company is an existing listed Company on Delhi Stock Exchange Limited and with that status the application has been filed for Direct Listing with Metropolitan Stock Exchange India Limited (MSEI) formerly known as MCX Stock Exchange Limited (MCX-SX) and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO. (c) Names regional stock exchange and other stock exchanges where application made for listing present issue. Not Applicable. However the Company is already listed on Delhi Stock Exchange Limited and under direct listing norms, Company is proposing to list its Equity Shares with Metropolitan Stock Exchange India Limited (MSEI). (d) Provisions sub-section (1) section 68A the Companies Act, relating to punishment for fictitious applications. The Company is an existing listed Company on Delhi Stock Exchange Limited and with that status the application has been filed for Direct Listing with Metropolitan Stock Exchange India Limited (MSEI) formerly known as MCX Stock Exchange Limited (MCX-SX) and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO. Page 1 28

2 (e) Statement/declaration about refund the issue if minimum subscription 90% is not received within 90 days from closure the issue. The Company is an existing listed Company on Delhi Stock Exchange Limited and with that status the application has been filed for Direct Listing with Metropolitan Stock Exchange India Limited (MSEI) formerly known as MCX Stock Exchange Limited (MCX-SX) and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO. (f) Declaration about the issue allotment letters/refunds within a period 10 weeks and interest in case any delay in refund at the prescribed rate under section 73(2)/(2A). The Company is an existing listed Company on Delhi Stock Exchange Limited and with that status the application has been filed for Direct Listing with Metropolitan Stock Exchange India Limited (MSEI) formerly known as MCX Stock Exchange Limited (MCX-SX) and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO. (g) Date opening the issue. Not Applicable Date closing the issue. Not Applicable Date earliest closing the issue. Not Applicable (h) Name and address Compliance Officer, auditors and lead managers. Compliance Officer Mr. Vijay Kumar Gupta 40B, Princep Street, 3rd Floor, Kolkata Auditors M/s Avinash Payal & Associates, Chartered Accountants 101, Surya Complex, 21 Veer Savarkar Block, Opp Metro Pillar No. 59, Shakarpur, Delhi (i) Name and address lead managers: Not Applicable (j) Statement containing particulars the dates and parties to all material contracts, agreements (including agreements for technical advice and collaboration), concessions and similar other documents (except those entered into in the ordinary course business carried on or intended to be carried on by the company) together with the brief description terms, subject matter and general nature the documents, if applicable: There are no material contracts, agreements (including agreements for technical advice and collaboration), concessions and similar other documents (except those entered into in the ordinary course business carried on or intended to be carried on by the company) that have been entered into by the Company. Page 2 28

3 (k) Statement containing particulars any commission, brokerage, discount or other special terms including an option for the issue any kind granted to any person, if applicable: The Company had made its Initial Public Offer Equity in the year Details commission paid, if any, are not available as on date. (l) Name and address trustee under debenture trust deed (in case debenture issue). Not Applicable (m) Whether rating from CRISIL or any rating agency has been obtained for the proposed debenture/preference issue. Not Applicable If no rating has been obtained, this should be answered as "No". If "Yes" the rating should be indicated. (n) Underwriting the issue. Not Applicable (Names and addresses the underwriters and the amount underwritten by them.) (Declaration by board directors that the underwriters have sufficient resources to discharge their respective obligations.) (o) a statement by the board directors stating that- Not Applicable (i) all monies received out issue or debentures to public shall be transferred to a separate bank account other than the bank account referred to in subsection (3) section 73; (ii) details all monies utilised out issue referred to in sub-item (i) shall be disclosed under an appropriate separate head in the Balance Sheet the company indicating the purpose for which such monies had been utilised; and (iii) details all unutilised monies out issue or debentures, if any, referred to in sub-item (i) shall be disclosed under an appropriate separate head in the Balance Sheet the company indicating the form in which such unutilised monies have been invested. II. Capital structure the company (a) Authorised, issued, subscribed and paid-up capital. S.no Particulars 1. Authorised Capital 2. Issued, subscribed and paid-up capital Remark Rs. 25,00,000/- (Rupees Twenty Five Lacs Only) divided into 2,50,000 (Two Lacs Fifty Thousand) Equity Rs. 10/- (Rupees Ten Only) each Rs. 24,90,000/- (Rupees Twenty Four Lacs Ninety Thousand Only) divided into 2,49,000 (Two Lacs Forty Nine Thousand) Equity Rs. 10/- (Rupees Ten Only) Top Ten Shareholders as on October 30, 2015 S.no Name Shareholder Number Shares % 1. Lords engineering limited Orkay engineering limited Ganpati mercantile limited Gopal Deb Nath Sumitra Devi Ajariwal Abhitaj Commercial Co Private Limited Page 3 28

4 7. Babulal Tara Chand Private Limited Pinky Commercial Co Private Limited Pasupati Paper & Finance Private Limited Suman Ahuja Anamika India Private Limited Kavita Transport Service Private Limited Mahabir Impex Private Limited Ruby Emporium Private Limited Lohia Steel & Casting Private Limited Progressible Resources Private Limited Somlite Mercantile Limited Gilshan Kumar Harish Chandra SHAREHOLDING PATTERN FOR THE QUARTER ENDED SEPTEMBER 30, 2015 Name the Company: MASHAAL IMPEX LIMITED Scrip Code: Name the scrip: MASHAAL Class security: EQUITY QUARTER ENDED: SEPTEMBER 30, 2015 Partly paid-up : No. partly paid-up As a % no. partly paid-up Held by N.A. N.A. N.A. promoter/promoters group Held by public N.A. N.A. N.A. Total N.A. N.A. N.A. Outstanding convertible :- No. outstanding As a % No. outstanding convertible Held by N.A. N.A. N.A. promoter/promoter group Held by public N.A. N.A. N.A. Total N.A. N.A. N.A. Warrants:- No. warrants As a % no. warrants Page 4 28 As a % no. the company As a % no. the company, assuming full conversion the convertible As a % no. the company, assuming full conversion warrants Held by promoter/ N.A. N.A. N.A. promoter group Held by public N.A. N.A. N.A. Total N.A. N.A. N.A. Total paid-up capital the company assuming full conversion 2,49,000 equity Rs. 10/- each warrants and convertible

5 Table (I)(a) Statement Showing Shareholding Pattern Cate gory code Category Shareholder Numb er Share holder s Total number Number held in demateria lized form Total shareholding as a percentage number As a percent age (A+B) As a percent age (A+B+C ) Shares Pledged or otherwise encumbered Number As a percent age (A) Shareholding Promoter and Promoter Group 1 Indian (a) Individuals/ Hindu Undivided Family (b) Central Government/ State Government(s) (c) Bodies Corporate (d) Financial Institutions/ Banks (e) Any Others(Specify) Sub Total(A)(1) Foreign A Individuals (Non Residents Individuals/ Foreign Individuals) B Bodies Corporate C Institutions D Any Others(Specify) Sub Total(A)(2) Total Shareholding Promoter and Promoter Group (A)= (A)(1)+(A)(2) (B) Public shareholding 1 Institutions (a) Mutual Funds/ UTI (b) Financial Institutions / Banks (c) Central Government/ State Government(s) (d) Venture Capital Funds (e) Insurance Companies (f) Foreign Institutional Investors (g) Foreign Venture Capital Investors (h) Any Other (specify) Sub-Total (B)(1) B 2 Non-institutions Page 5 28

6 (a) Bodies Corporate (b) Individuals I Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh II ii. Individual shareholders holding nominal share capital in excess Rs. 1 lakh (c) Any Other (specify) Sub-Total (B)(2) (B) Total Public Shareholding (B)= (B)(1)+(B)(2) TOTAL (A)+(B) (C) Shares held by Custodians and against which Depository Receipts have been issued (i) Promoter & Promoter Group (ii) Public GRAND TOTAL (A)+(B)+(C) (I) (b) Sr. No. Statement showing holding (including, warrants, convertible ) persons belonging to the category Promoter and Promoter Group Name Details Encumbered Details Details the Shares held (*) warrants convertible sharehold er Numb er held As a % grand (A) +(B) +( C ) (I) (II) (III) (IV) (V) No. As a percen tage (VI)=( V)/(II I)*100 As a % grand (A)+( B)+(C ) subclause (I)(a ) (VII) Num ber warr ants held (VII I) As a % num ber warr ants the sam e class Num ber conv ertib le secu ritie s held As a % numbe r conver tible securi ties the same class Total (includi ng underlyi ng assumin g full conversi on warrant s and converti ble securitie s) as a % diluted share capital (IX) (X) (XI) (XII) 1 Orkay Engineering Ltd. TOTAL Page 6 28

7 (I)(c )(i) Sr. No. Statement showing holding (including, warrants, convertible ) persons belonging to the category Public and holding more than 1% the number Name the shareholder Numbe r held Shares as a percentag e number {i.e., Grand Total (A)+(B)+( C) indicated in Statement at para (I)(a) above} Numb er warra nts held Page 7 28 Details warrants As a % number warran ts the same class Numb er conve rtible securi ties held Details convertible % w.r.t number convertibl e the same class Total (includin g underlyin g assuming full conversio n warrants and convertibl e ) as a % diluted share capital 1 Gopal Deb Nath Sumitra Devi Ajariwal Suman Ahuja Gilshan Kumar Harish Chandra Dhirendra Pal Sibal Harshpal Sibal Kishan Dutt Chouhan Anil Kumar Sibal Kewal Kishore Kishan Chand Madalsa Kumar Pinki Commercial Co. Pvt. Ltd Abhitaj 14 Commercial Co Pvt. Ltd Babulal Tarachand Pvt. Ltd Pashupati Paper & Finance Pvt. Ltd Mahabir Impex Pvt. Ltd Ruby Exporium Pvt. Ltd Kavita Transport Services Pvt. Ltd Anamika India Pvt. Ltd Progressive 21 Resources Pvt Ltd Somlite Mercantile Ltd Lohia Steel Castings Pvt. Ltd Kaveri Holdings 24 Ltd. (Now Target Fashions Ltd.)

8 (I)(c )(ii) Sr. No. Jaydee Techno Projects Ltd Appu Impex Ltd Alliance Techno Projects Ltd Ess Dee Exports Ltd Sunitra India Pvt Ltd Victors Builders Ltd Ganpati Merchandise P Ltd. 32 Lords Engineering P Ltd. TOTAL Statement showing holding (including, warrants, convertible ) persons (together with PAC) belonging to the category Public and holding more than 5% the number the company Name(s) the sharehold er(s) and the Persons Acting in Concert (PAC) with them 1 Ganpati Merchandi se P Ltd. 2 Lords Engineerin g P Ltd. Nu mbe r shar es Total Shares as a percentage number {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above} Details warrants Details convertible Numb er warra nts As a % number warrants the same class Number convertibl e held % w.r.t number convertibl e the same class Total (including underlying assuming full conversion warrants and convertible ) as a % diluted share capital (I)(d) Statement showing details locked-in Sr. No. Name the Number lockedin Locked-in as a percentage shareholder number {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above} N.A. Catagory (II)(a) Statement showing details Depository Receipts (DRs) Sr. No. Type outstanding Number outstanding Number DR (ADRs, GDRs, SDRs, etc.) DRs underlying outstanding DRs Shares underlying outstanding DRs as a percentage number {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above} NIL (II)(b) Statement showing Holding Depository Receipts (DRs), where underlying are in excess 1% the number Sr. No. Name the DR Holder Type outstanding DR (ADRs, GDRs, SDRs, etc.) NIL Number underlying outstanding DRs Shares underlying outstanding DRs as a percentage number {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above} Page 8 28

9 SHAREHOLDING PATTERN FOR THE QUARTER ENDED JUNE 30, 2015 Name the Company: MASHAAL IMPEX LIMITED Scrip Code: Name the scrip: MASHAAL Class security: EQUITY QUARTER ENDED: JUNE 30, 2015 Partly paid-up : No. partly paidup As a % no. partly paid-up Held by N.A. N.A. N.A. promoter/promoter s group Held by public N.A. N.A. N.A. Total N.A. N.A. N.A. Outstanding convertible :- No. outstanding As a % No. outstanding convertible Held by N.A. N.A. N.A. promoter/promoter group Held by public N.A. N.A. N.A. Total N.A. N.A. N.A. Warrants:- No. warrants As a % no. warrants Held by promoter/ N.A. N.A. N.A. promoter group Held by public N.A. N.A. N.A. Total N.A. N.A. N.A. Total paid-up capital the company assuming full conversion warrants and convertible As a % no. the company As a % no. the company, assuming full conversion the convertible As a % no. the company, assuming full conversion warrants 2,49,000 equity Rs. 10/- each Page 9 28

10 Cate gory code Table (I)(a) Statement Showing Shareholding Pattern Category Shareholder Numb er Share holder s Total number Number held in demateria lized form Total shareholding as a percentage number As a percent age (A+B) As a percent age (A+B+C ) Shares Pledged or otherwise encumbered Number As a percent age (A) Shareholding Promoter and Promoter Group 1 Indian (a) Individuals/ Hindu Undivided Family (b) Central Government/ State Government(s) (c) Bodies Corporate (d) Financial Institutions/ Banks (e) Any Others(Specify) Sub Total(A)(1) Foreign A Individuals (Non Residents Individuals/ Foreign Individuals) B Bodies Corporate C Institutions D Any Others(Specify) Sub Total(A)(2) Total Shareholding Promoter and Promoter Group (A)= (A)(1)+(A)(2) (B) Public shareholding 1 Institutions (a) Mutual Funds/ UTI (b) Financial Institutions / Banks (c) Central Government/ State Government(s) (d) Venture Capital Funds (e) Insurance Companies (f) Foreign Institutional Investors (g) Foreign Venture Capital Investors (h) Any Other (specify) Sub-Total (B)(1) Page 10 28

11 B 2 Non-institutions (a) Bodies Corporate (b) Individuals I Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh II ii. Individual shareholders holding nominal share capital in excess Rs. 1 lakh (c) Any Other (specify) Sub-Total (B)(2) (B) Total Public Shareholding (B)= (B)(1)+(B)(2) TOTAL (A)+(B) (C) Shares held by Custodians and against which Depository Receipts have been issued (i) Promoter & Promoter Group (ii) Public GRAND TOTAL (A)+(B)+(C) (I) (b) Sr. No. Statement showing holding (including, warrants, convertible ) persons belonging to the category Promoter and Promoter Group Name Details Encumbered Details Details the Shares held (*) warrants convertible sharehold er Numb er held As a % grand (A) +(B) +( C ) (I) (II) (III) (IV) (V) No. As a percen tage (VI)=( V)/(II I)*100 As a % grand (A)+( B)+(C ) subclause (I)(a ) (VII) Page Num ber warr ants held (VII I) As a % num ber warr ants the sam e class Num ber conv ertib le secu ritie s held As a % numbe r conver tible securi ties the same class Total (includi ng underlyi ng assumin g full conversi on warrant s and converti ble securitie s) as a % diluted share capital (IX) (X) (XI) (XII) 1 Orkay Engineering Ltd. TOTAL

12 (I)(c )(i) Sr. No. Statement showing holding (including, warrants, convertible ) persons belonging to the category Public and holding more than 1% the number Name the shareholder Numbe r held Shares as a percentag e number {i.e., Grand Total (A)+(B)+( C) indicated in Statement at para (I)(a) above} Numb er warra nts held Page Details warrants As a % number warran ts the same class Numb er conve rtible securi ties held Details convertible % w.r.t number convertibl e the same class Total (includin g underlyin g assuming full conversio n warrants and convertibl e ) as a % diluted share capital 1 Gopal Deb Nath Sumitra Devi Ajariwal Suman Ahuja Gilshan Kumar Harish Chandra Dhirendra Pal Sibal Harshpal Sibal Kishan Dutt Chouhan Anil Kumar Sibal Kewal Kishore Kishan Chand Madalsa Kumar Pinki Commercial Co. Pvt. Ltd Abhitaj 14 Commercial Co Pvt. Ltd Babulal Tarachand Pvt. Ltd Pashupati Paper & Finance Pvt. Ltd Mahabir Impex Pvt. Ltd Ruby Exporium Pvt. Ltd Kavita Transport Services Pvt. Ltd Anamika India Pvt. Ltd Progressive 21 Resources Pvt Ltd Somlite Mercantile Ltd Lohia Steel Castings Pvt. Ltd Kaveri Holdings 24 Ltd. (Now Target Fashions Ltd.) Jaydee Techno

13 (I)(c )(ii) Sr. No. Projects Ltd. 26 Appu Impex Ltd Alliance Techno Projects Ltd Ess Dee Exports Ltd Sunitra India Pvt Ltd Victors Builders Ltd Ganpati Merchandise P Ltd. 32 Lords Engineering P Ltd. TOTAL Statement showing holding (including, warrants, convertible ) persons (together with PAC) belonging to the category Public and holding more than 5% the number the company Name(s) the sharehold er(s) and the Persons Acting in Concert (PAC) with them Number Shares as a percentage number {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above} Details warrants Numbe r warran ts As a % number warrants the same class Details convertible Number % w.r.t convertible number held convertible the same class Total (including underlying assuming full conversion warrants and convertible ) as a % diluted share capital 1 Ganpati Merchandis e P Ltd. 2 Lords Engineering P Ltd. Total (I)(d) Statement showing details locked-in Sr. No. Name the Number lockedin Locked-in as a percentage shareholder number {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above} N.A. Catagory (II)(a) Statement showing details Depository Receipts (DRs) Sr. No. Type outstanding Number outstanding Number DR (ADRs, GDRs, SDRs, etc.) DRs underlying outstanding DRs Shares underlying outstanding DRs as a percentage number {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above} NIL (II)(b) Statement showing Holding Depository Receipts (DRs), where underlying are in excess 1% the number Sr. No. Name the DR Holder Type outstanding DR (ADRs, GDRs, SDRs, etc.) NIL Number underlying outstanding DRs Shares underlying outstanding DRs as a percentage number {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above} Page 13 28

14 EVOLUTION OF EQUITY SHARE CAPITAL OF THE COMPANY Date allotment No. Equity Shares issued Face Valu e (In Rs.) Issue Price per Share (In Rs.) Consider ation Cumulativ e No. Shares Remarks Incorporation Subscribers to the Memorandu m Association Pursuant to IPO to Promoters and Public (b) Size present issue giving separately reservation for preferential allotment to promoters and others. Not Applicable (c) Paid-up capital: Rs. 24,90,000/- (Rupees Twenty Four Lacs Ninety Thousand Only) divided into 2,49,000 (Two Lacs Forty Nine Thousand) Equity Rs. 10/- (Rupees Ten Only). The Company does not have any outstanding convertible warrants or any other security. (i) after the present issue: Not Applicable (ii) after conversion debentures (if applicable): Not Applicable III. Terms the present issue The Company is an existing listed Company on Delhi Stock Exchange Limited and with that status the application has been filed for Direct Listing with Metropolitan Stock Exchange India Limited (MSEI) formerly known as MCX Stock Exchange Limited (MCX-SX) and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO. (a) Terms payments. Not Applicable (b) Rights the instrument holders. Not Applicable (c) How to apply - availability forms, prospectus and mode payment. Not Applicable (d) Any special tax benefits for company and its shareholders. Not Applicable IV. Particulars the issue The Company is an existing listed Company on Delhi Stock Exchange Limited and with that status the application has been filed for Direct Listing with Metropolitan Stock Exchange India Limited (MSEI) formerly known as MCX Stock Exchange Limited (MCX-SX) and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO. Page 14 28

15 (a) Objects. Not Applicable (b) Project cost. Not Applicable (c) Means financing (including contribution promoters). Not Applicable V. Company, management and project (a) History and main objects and present business the company. Brief History the Company: Our Company was originally incorporated on June 13, 1985 as Mashaal Impex Limited (bearing CIN L51109WB2002PLC094647) under the Companies Act, 1956 with the Registrar Companies, NCT Delhi & Haryana. The Company had obtained Certificate for Commencement Business on June 17, 1985 from the Registrar Companies, NCT Delhi & Haryana. The Registered Office the Company was shifted from the State Delhi to the State West Bengal in the year At present the Registered Office the Company is situated at 40B, Princep Street, 3 rd Floor, Kolkata The main object our Company is to carry on the trade and business as importers and exporters goods or merchandise any kind and/or description or to act as shippers commission agents, forwarding and clearing agents. The Authorized Share Capital our Company as on the date is Rs Lacs, comprising 2,50,000 equity Rs 10/- (Rupees Ten Only) each. The issued, subscribed and paid-up equity share capital as on date is Rs Lacs comprising 2,49,000 equity Rs 10/- (Rupees Ten Only) each. At present our Company is listed at the Delhi Stock Exchange Limited (DSE) with the paid Rs. 24,90,000/- (Rupees Twenty Four Lacs Ninety Thousand Only), comprising 2,49,000 Equity Shares bearing a face value Rs 10/- each. Main Objects the Company To carry on the trade and business as importers and exporters goods or merchandise any kind and/or description or to act as shippers commission agents, forwarding and clearing agents. Present business the company To carry on the trade and business as importers and exporters goods or merchandise any kind and/or description or to act as shippers commission agents, forwarding and clearing agents. Major Events Year Event 1985 Incorporated as Mashaal Impex Limited 1985 Obtained Certificate Commencement Business 1985 Initial Public Offer Equity Shares 2002 Registered Office shifted from the State Delhi to the State West Bengal (b) Subsidiary(ies) the company, if any. Name Status Listed on Stock Share Company Exchange Price NA NA NA NA Page 15 28

16 (c) Promoters and their background. Corporate Promoter: Orkay Engineering Limited (OEL) Corporate Information: Orkay Engineering Limited (CIN U74200WB2004PLC099629) is a company incorporated under the Companies Act, 1956 as a Limited company and was registered with the Registrar Companies, N.C.T Delhi & Haryana vide its certificate incorporation dated July 03, 1985 and obtained Certificate Commencement Business on July 22, The main business activity is to carry on the the work mechanical and electrical engineers and to run a workshop to undertake and execute all type mechanical and structural jobs manufacturer, fabrication and erection building and articles and to do various types sheet metal work. Registered Office: The company at present has its Registered/Corporate Office at 27, Princep Street, 4 th Floor, Room No. 4A, Kolkata, west Bengal Board Directors: The Board Directors OEL comprises : 1. Biswanath Maity 2. Sashi Kant Sharma 3. Mukesh Kumar Agarwal (d) Names, addresses and occupation manager, managing director and other directors including nominee- directors, whole-time directors. Name Directors Vijay Kumar Gupta Pullarao Kalyanam Gopi Krishna Murala Avinash Chandra Gupta Usha Devi Gupta Address Occupation DIN Designation 40B, Princep Street, 3 rd Floor, Kolkata, West BengaL Pedamodugupalli PO,Vasthavi MDL, Krishna, , Andhra Pradesh /B4 to B7, Flat No.105, Santhi Soudha Apartments, Erramanzil, Hyderabad, , Andhra Pradesh 50/1, Sri Arvind Road, 5 th Floor, Salkia, Howrah, West Bengal-, , Madan Biswas Lane, Salkia, Howrah, West Bengal Pressional Director Pressional Director Pressional Director Pressional Director Pressional Director (e) Location project. Not Applicable (f) Plant and machinery, technology, process, etc. Not Applicable (g) Collaboration, any performance guarantee or assistance in marketing by the collaborators. Not Applicable Page 16 28

17 (h) Infrastructure facilities for raw materials and utilities like water, electricity, etc: We have a fully furnished fice space at Princep Street, Kolkata. Our fice has all facilities like Computers, Laptops, Internet Connection, Water, Electricity, Air Conditioners etc. (i) Schedule implementation the project and progress made so far, giving details land acquisition, civil works installation plant and machinery, trial production, date commercial production, etc. Not Applicable (j) The products: The Company is in the business Trading Activities and does not manufacture any products. (i) Nature the product(s) consumer /industrial and end-users. Not Applicable (ii) Approach to marketing and proposed marketing set up. Not Applicable (iii) Export possibilities and export obligations, if any (in case a company providing any "service" particulars, as applicable, be furnished). Not Applicable (k) Future prospects - expected capacity utilisation during the first three years from the date commencement production, and the expected year when the company would be able to earn cash prits and net prits. Not Applicable (l)stock market data for /debentures the company (high/low price) in each the last three years and monthly high/low during the last six months (where applicable). Not Applicable VI. Following particulars in regard to the company and other listed companies under the same management within the meaning section 370(1B), which made any capital issue during the last three years: Name the company Year issue Type issue (Public/rights/composite) Amount issue Date closure issue Date completion delivery share/debenture certificates. : Not Applicable : Not Applicable : Not Applicable : Not Applicable : Not Applicable : Not Applicable Date completion the project, where object the issue was financing a project : Not Applicable Rate dividend paid : Not Applicable The details the dividends and/or cash bonuses paid by our Company in the last 10 years are as follows: EQUITY PREFERENCE Rate Amt. per Total Rate (%) Amt. per Total (%) Share Amt. Share Amt. Records Dividends and Cash Bonus (if any) for the last ten years (a) Interim NA NA NA NA NA NA Final NA NA NA NA NA NA Total NA NA NA NA NA NA (b) Interim NA NA NA NA NA NA Final NA NA NA NA NA NA Page 17 28

18 Total NA NA NA NA NA NA (c) Interim NA NA NA NA NA NA Final NA NA NA NA NA NA Total NA NA NA NA NA NA (d) Interim NA NA NA NA NA NA Final NA NA NA NA NA NA Total NA NA NA NA NA NA (e) Interim NA NA NA NA NA NA Final NA NA NA NA NA NA Total NA NA NA NA NA NA (f) Interim NA NA NA NA NA NA Final NA NA NA NA NA NA Total NA NA NA NA NA NA (g) Interim NA NA NA NA NA NA Final NA NA NA NA NA NA Total NA NA NA NA NA NA (h) Interim NA NA NA NA NA NA Final NA NA NA NA NA NA Total NA NA NA NA NA NA (i) Interim NA NA NA NA NA NA Final NA NA NA NA NA NA Total NA NA NA NA NA NA (j) Interim NA NA NA NA NA NA Final NA NA NA NA NA NA Total NA NA NA NA NA NA (k) Interim NA NA NA NA NA NA Final NA NA NA NA NA NA Total NA NA NA NA NA NA VII. (a) Outstanding litigations pertaining to- (i) matters likely to affect operation and finances the company including disputed tax liabilities any nature; Not Applicable (ii) criminal prosecution launched against the company and the directors for alleged fences under the enactments specified in paragraph 1 Part I Schedule XIII to the Companies Act, There are no criminal proceedings launched against the Company or its Directors. (b) Particulars default, if any, in meeting statutory dues, institutional dues, and towards instrument holders like debentures, fixed deposits, and arrears on cumulative preference, etc. (also give the same particulars about the companies promoted by the same private promoters and listed on stock exchanges). Not Applicable as there is no default in meeting in meeting any statutory dues and institutional dues. Further, Company has not issued any debentures, fixed deposits, preference etc. (c) Any material development after the date the latest balance sheet and its impact on performance and prospects the company. Not Applicable PART II A. General information 1. Consent directors, auditors, solicitors/ advocates, managers to the issue, Registrar issue, bankers to the company, bankers to the issue and experts. Not Applicable since the Company is an existing listed Company on Delhi Stock Exchange Limited and with that status the application has been filed for Direct Listing with Metropolitan Stock Page 18 28

19 Exchange India Limited (MSEI) formerly known as MCX Stock Exchange Limited (MCX- SX) and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO. 2. Expert opinion obtained, if any. Not Applicable since the Company is an existing listed Company on Delhi Stock Exchange Limited and with that status the application has been filed for Direct Listing with Metropolitan Stock Exchange India Limited (MSEI) formerly known as MCX Stock Exchange Limited (MCX-SX) and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO. 3. Change, if any, in directors and auditors during the last three years, and reasons there. Change in Directors There has been no changes in the Board Directors during the last three years except the following. Name Date Change Reason for Change Vijay Kumar Gupta 02/07/2013 Appointment Sanjay Khandelwal 26/07/2013 Appointment Harish Singh 08/08/2014 Appointment Avinash Chandra Gupta 26/07/2013 Appointment Satyendra Mani Trivedi 08/08/2013 Appointment Seema Gupta 08/08/2013 Appointment Usha Devi Gupta 08/08/2013 Appointment Manish Shukla 30/07/2013 Resignation Murari Lal Sharma 07/02/2012 Resignation Durga Das Kumar 07/02/2012 Resignation Arun Kumar Agarwal 30/07/2013 Resignation Sandeep Kumar 30/07/2013 Resignation Aman Sharma 30/07/2013 Resignation Bimal Kumar Goenka 30/07/2013 Resignation Sanjay Khandelwal 05/02/2015 Resignation Harish Singh 05/02/2015 Resignation Satyendra Mani Trivedi 05/02/2015 Resignation Seema Gupta 05/02/2015 Resignation Pullarao Kalyanam 05/02/2015 Appointment Gopi Krishna Murala 05/02/2015 Appointment Change in Auditors Change in the Statutory Auditors the Company in the last 3 years. Year Name Auditor Firm Date Appointment Subhash Arjun & Co Prem Kumar Bhotika Authority for the issue and details resolution passed for the issue. Not Applicable since the Company is an existing listed Company on Delhi Stock Exchange Limited and with that status the application has been filed for Direct Listing with Metropolitan Stock Exchange India Limited (MSEI) formerly known as MCX Stock Exchange Limited (MCX- SX) and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO. Page 19 28

20 However, Board Directors the Company, at its meeting held on October 17, 2014, has passed a resolution for applying for direct listing its Equity Shares on MCX-SX Limited. 5. Procedure and time schedule for allotment and issue certificates. Not Applicable since the Company is an existing listed Company on Delhi Stock Exchange Limited and with that status the application has been filed for Direct Listing with Metropolitan Stock Exchange India Limited (MSEI) formerly known as MCX Stock Exchange Limited (MCX- SX) and therefore the said provisions are not applicable which are otherwise applicable to IPO/FPO. 6. Names and addresses the company secretary, legal adviser, lead managers, comanagers, auditors, bankers to the company, bankers to the issue and brokers to the issue. Compliance Officer Mr. Vijay Kumar Gupta 40B, Princep Street, 3rd Floor, Kolkata Auditors M/s Avinash Payal & Associates, Chartered Accountants 101, Surya Complex, 21 Veer Savarkar Block, Opp Metro Pillar No. 59, Shakarpur, Delhi Bankers to the company Corporation Bank Kolkata Legal Adviser, Lead Managers, Co-Managers, Bankers to the Issue and Brokers to the Issue: Not Applicable B. Financial information Page 20 28

21 Mashaal Impex Limited Statement Assets and Liabilities Particulars Amount in Rs. As at 31-Mar Mar Mar Mar Mar-14 (1) Equity & Liabilities Shareholders' Funds (a) Share capital 2,490, ,490, ,490, ,490, ,490, (b) Reserves & Surplus 45, , , , , (2) Non Current Liabilities (a) Long term borrowings (b) Deferred Tax Liabilities(net) (c) Long term provisions (3) Current Liabilities (a) Short-term Borrowings ,050, (b) Trade payables 2, , , , ,844, (c)other Current Liabilities (d) Short-term Provisions , , , , Total 2,538, ,536, ,555, ,558, ,436, Assets (4) Non Current Assets (a) Fixed Assets (b) Non Current Investments 998, , , , ,000, (c) Long term loans and advances - - 1,300, ,301, ,301, (d) Deferred Tax Assets (net) (e) Capital & amortised expenses not written f (5) Current Assets (a) Current Investments (b) Inventories (c) Trade Receivables , (d) Cash & Bank Balances 1,502, ,532, , , ,234, (e) Short term loans and advances 38, , (f) Other current assets Total 2,538, ,536, ,555, ,558, ,436, Page 21 28

22 Particulars Income from continuing Operations 31-Mar Mar Mar Mar Mar-14 I. Revenue from operations Sales , , ,400, II.Other Income 38, , III.Total revenue(i+ii) 38, , , , ,400, IV.Expenses Cost Material Consumed ,340, (Increase)/ Decrease In Inventories Finished Goods, Work-In-Progress and Processed/Traded Goods Mashaal Impex Limited Statement Prits and Losses For the Year ended Amount in Rs Employee Benefits Expenses Finance Cost Depreciation and amortization expenses Other expenses 35, , , , , Total expenses(iv) 35, , , , ,395, V.Prit before tax from continuing 2, , , , , operations(iii-iv) VI.Exceptional items VII.Prit before extraordinary items and tax 2, , , , , VIII.Extra ordinary items IX.Prit before tax(vii-viii) 2, , , , , X.Tax Expenses/(Income) Current tax (Including FBT) (657.10) (800.00) (1,888.00) (1,314.00) (1,280.00) Earlier year tax/(refund) (Including FBT) - (4,509.00) Deferred tax charge /(credit) (108.00) 0.00 Total tax expense (657.10) (5,309.00) (1,888.00) (1,422.00) (1,280.00) XI.Prit/(Loss) for the period after tax from 1, (2,718.00) (870.00) 2, , continuing operations Contingent provision against standard assets Special reserve u/s 45 -IC the RBI Act, XI.Prit available for dividend distribution 1, (2,718.00) (870.00) 2, , Proposed dividend on Equity Provision for Dividend Distribution Tax XII. Prit/(Loss) for the period from continuing operations XIII. Prit/(loss) from discontinuing operations 1, (2,718.00) (870.00) 2, , XIV.Tax expenses discontinuing operations XV.Prit for the period 1, (2,718.00) (870.00) 2, , Reports to be set out 1. A report by the auditors the company with respect to- (a) prits and losses and assets and liabilities, in accordance with sub-clause (2) or (3) this clause, as the case may require; Annual Report for financial year is enclosed. (b) the rates the dividends, if any, paid by the company in respect each class in the company for each the five financial years immediately preceding the issue the prospectus, giving particulars each class on which such dividends have been paid and particulars the cases in which no dividends have been paid in respect any class for any those years, and, if no accounts have been made up in respect any part the period five years ending on a date three months before the issue the prospectus, containing a statement that fact (and accompanied by a statement the accounts the company in respect that part the said period up to a date not earlier than six months the date issue prospectus indicating the prit or loss for that period and the assets and liabilities position as at the end that period together with a certificate from the auditors that such accounts have been examined and found correct by them. The said statement may indicate the nature provision or adjustments made or are yet to be made).: Not Applicable Page 22 28

23 2. If the company has no subsidiaries, the report shall- (a) so far as regards prits and losses, deal with the prits or losses the company (distinguishing items a non-recurring nature) for each the five financial years immediately preceding the issue the prospectus; : Not Applicable (b) so far as regards assets and liabilities, deal with the assets and liabilities the company at the last date to which the accounts the company were made up. : Not Applicable 3. If the company has subsidiaries the report shall- (a) so far as regards prits and losses, deal separately with the company's prits or losses as provided by sub-clause (2) and in addition deal either- (i) as a whole with the combined prits or losses its subsidiaries so far as they concern members the company; : Not Applicable or (ii) individually with the prits or losses each subsidiary, so far as they concern members the company;or, instead dealing separately with the company's prits or losses deal as a whole with the prits or losses the company, and, so far as they concern members the company, with the combined prits or losses its subsidiaries; : Not Applicable and (b) so far as regards assets and liabilities, deal separately with the company's assets and liabilities as provided by sub-clause (2) and in addition, deal either:- (i) as a whole with the combined assets and liabilities its subsidiaries, with or without the company's assets and liabilities, : Not Applicable or (ii) individually with the assets and liabilities each subsidiary; and shall indicate as respects the assets and liabilities the subsidiaries, the allowance to be made for persons other than members the company. : Not Applicable 4. If the proceeds, or any part the proceeds, the issue the or debentures are or is to be applied directly or indirectly- (i) in the purchase any business; or : Not Applicable (ii) in the purchase an interest in any business and by reason that purchase, or anything to be done in consequence there, or in connection therewith; the company will become entitled to an interest as respects either the capital or prits and losses or both, in such business exceeding fifty per cent, there; a report made by accountants (who shall be named in the prospectus) upon- (a) the prits or losses the business for each the five financial years immediately preceding the issue the prospectus., and : Not Applicable (b) the assets and liabilities the business at the last date to which the accounts the business were made up, being a date not more than one hundred and twenty days before the date the issue the prospectus. : Not Applicable Page 23 28

24 5.(1) If- (a) the proceeds, or any part the proceeds, the issue the or debentures are or is to be applied directly or indirectly in any manner resulting in the acquisition by the company in any other body corporate; and : Not Applicable (b) by reason that acquisition or anything to be done in consequence there or in connection therewith, that body corporate will become a subsidiary the company; : Not Applicable a report made by accountants (who shall be named in the prospectus) upon- (i) the prits or losses the other body corporate for each the five financial years immediately preceding the issue the prospectus; and : Not Applicable (ii) the assets and liabilities the other body corporate at the last date to which its accounts were made up. : Not Applicable (2) The said report shall- (a) indicate how the prits or losses the other body corporate dealt with by the report would, in respect the to be acquired, have concerned members the company and what allowance would have fallen to be made, in relation to assets and liabilities so dealt with for holders other, if the company had at all material times held the to be acquired; and : Not Applicable (b) where the other body corporate as subsidiaries deal with the prits or losses and the assets and liabilities the body corporate and its subsidiaries in the manner provided by sub-clause (2) above in relation to the company and its subsidiaries. : Not Applicable 6. Principal terms loan and assets charged as security. : Not Applicable Bank Loan Amount Term Loan Assets charged Nil Nil Nil Nil C. Statutory and other information 1. Minimum subscription : Not Applicable 2. Expenses the issue giving separately fee payable to: (a) Advisers. : Not Applicable (b) Registrars to the issue. : Not Applicable However the Company has RTA who is the common registry agent. Details RTA are as follows:- Registrar and Transfer Agent Skyline Financial Services Private Limited SEBI Regn. No.: INR Page 24 28

25 D-153 A, 1st Floor, Okhla Industrial Area, Phase - I, New Delhi Tel No.: Fax No.: id.: virenr@skylinerta.com Contact Person: Mr. Virender Rana (c) Managers to the issue. : Not Applicable (d) Trustees for the debentureholders. : Not Applicable 3. Underwriting commission and brokerage. : Not Applicable 4. Previous issue for cash. : Not Applicable 5. Previous public or rights issue, if any: (during last five years) (a) Date Allotment : Not Applicable Closing Date : Not Applicable Date refunds : Not Applicable Date listing on the stock exchange : Not Applicable (b) If the issue(s) at premium or discount and the amount there. Not Applicable (c) The amount paid or payable by way premium, if any, on each share which had been issued within the two years preceding the date the prospectus or is to be issued, stating the dates or proposed dates issue and, where some have been or are to be issued at a premium and other the same class at a lower premium, or at par or at a discount, the reasons for the differentiation and how many premiums received have been or are to be disposed. : Not Applicable 6. Commission or brokerage on previous issue. : Not Applicable 7. Issue otherwise than for cash. : Not Applicable 8. Debentures and redeemable preference and other instruments issued by the company outstanding as on the date prospectus and terms issue. : Not Applicable 9. Option to subscribe. : Not Applicable 9A. The details option to subscribe for to be dealt with in a depository. : Not Applicable. 10. Purchase property :- (i) As respects any property to which this clause applies- (a) the names, addresses, descriptions and occupations the vendors; : Not Applicable (b) the amount paid or payable in cash, or debentures to the vendor and, where there is more than one separate vendor, or the company is a sub-purchaser, the amount so paid or payable to each vendor, specifying separately the amount, if any, paid or payable for goodwill; : Not Applicable Page 25 28

26 (c) the nature the title or interest in such property acquired or to be acquired by the company; : Not Applicable (d) short particulars every transaction relating to the property completed within the two preceding years, in which any vendor the property to the company or any person who is, or was at the time the transaction, a promoter, or a director or proposed director the company had any interest, direct or indirect, specifying the date the transaction and the name such promoter, director or proposed director and stating the amount payable by or to such vendor, promoter, director or proposed director in respect the transaction. : Not Applicable (ii) The property to which sub-clause (i) applies is a property purchased or acquired by the company or proposed to be purchased or acquired, which is to be paid for wholly or partly out the proceeds the issue fered for subscription by the prospectus or the purchase or acquisition which has not been completed at the date issue the prospectus, other than property- : Not Applicable (a) the contract for the purchase or acquisition where was entered into in the ordinary course the company's business, the contract not being made in contemplation the issue nor the issue in consequence the contract; or (b) as respects which the amount the purchase money is not material. : Not Applicable (iii) For the purpose this clause, where a vendor is a firm, the members the firm shall not be treated as separate vendors. : Not Applicable (iv) If the company proposes to acquire a business which has been carried on for less than three years, the length time during which the business has been carried on. : Not Applicable 11. (i) Details directors, proposed directors, whole-time directors, their remuneration, appointment and remuneration managing directors, interest directors, their borrowing powers and qualification. : Not Applicable. Any amount or benefit paid or given within the two preceding years or intended to be paid or given to any promoter or ficer and consideration for payment giving the benefit. : Not Applicable (ii) The dates, parties to, and general nature - : Not Applicable (a) every contract appointing or fixing the remuneration a managing director manager whenever entered into, that is to say, whether within or more than, two years before the date the prospectus; : Not Applicable (b) every other material contract, not being a contract entered into in the ordinary course the business carried on or intended to be carried on by the company or a contract entered into more than two years before the date the prospectus. : Not Applicable A reasonable time and place at which any such contract or a copy there may be inspected. (iii) Full particulars the nature and extent the interest, if any, every director or promoter- Page 26 28