L21019KL1994PLC /281G, Victory Press Building, P B No:36, Kunnaamkulam, Trichur , Kerala, India ;
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1 1. Company Profile Name of the Company Corporate Identification Number (CIN) Registered Office Address Tel. Nos & Fax No. VICTORY PAPER AND BOARDS (INDIA) LIMITED L21019KL1994PLC /281G, Victory Press Building, P B No:36, Kunnaamkulam, Trichur , Kerala, India ; Date: Names of Regional Stock Exchange and other stock exchanges where listed Years of listing and current status ISIN Name and contact details of Compliance Officer and Company Secretary id for investor grievance Date of Suspension and reason of suspension 2. Capital structure of the company victorypress@dataone.in 1. BSE Limited Listing Date The Ahmedabad Stock Exchange Limited (ASEL) # 3. Cochin Stock Exchange Limited (CoSE) # 4. Madras Stock Exchange Limited (MSE) # # CoSE, MSE & ASEL were de-recognised by SEBI. The trading of shares of company is suspended on BSE Limited. INE962E01015 Mr. Josmin Jose Tel No Id- josminjk@gmail.com vpbiltd@gmail.com Share Capital Authorized Capital of the Company 13,50,00,000 Issued, Subscribed of the Company 13,50,00,000 Paid-up Capital of the Company 13,50,00,000 Listed Capital 13,50,00,000 Face value of Equity Shares 10 October 11, 2010 due to Non Compliance with various clauses of Listing Agreement
2 3. Company, Management History and main objects and present business of the company Victory Paper and Boards (India) Limited was originally incorporated as a Public Limited Company under the Companies Act, 1956 vide Certificate of Incorporation dated August 09, 1994 issued by the Registrar of Companies, Kerala. The registered office of the Company is located at 1/281G, Victory Press Building, P.B. NO 36, Kunnaamkulam, Trichur , Kerala, India. Main Object of the Company at the time of Incorporation or as on date are as under:- To manufacture, deal, export, import, purchase, sell and carry on the business of all kinds, varieties, grades and classes of Pulp, Paper and Paper Boards and all kinds, varieties and classes of raw-materials, ingredients, chemicals and accessories required for the production of Pulp, Paper and Paper boards. Subsidiary(ies) of the company Promoters and their background As on date we have no Subsidiary Company 1. Anna Aluminum Company Private Limited(AACPL) Anna Aluminium Company Private Limited (AACPL) was originally incorporated on December 12, 2005 with the name and style of Anna Aluminium Vessels Private Limited under the Companies Act, 1956, with Registrar of Companies, Kerala. The name of the Company was changed to Anna Aluminium Company Private Limited vide certificate dated February 01, The Registered office is situated at III/847, Kizhakkambalam P.O Aluva, Ernakulam , Kerala, India.AACPL is engaged in business of offering a complete range of aluminium products to suit all household and commercial needs. The equity shares of AACPL are not listed on any stock exchange. AACPL is part of Anna Group. 2. Mr. Bobby M. Jacob Mr. Bobby M. Jocob S/o of Mr. Jacob Meckamkunnel Chacko, aged 55 years residing at Meckamkunnel Kizhakkambalam, Ernakulam , Kerala, India. Mr. Bobby had passed matriculation. He is having more than 30 years of experience in the business of aluminium products, garments and school bags. 3. Mrs. Minny Bobby Mrs. Minny Bobby, wife of Mr. Bobby M. Jacob, aged 46 year residing at Meckamkunnel, Kizhakkambalam, Ernakulam , Kerala, India. She is Bachelor of Science in Botany (B.Sc. Botany) and has experience of 20 years. She is working as Manager - Production at Anna Aluminium Company Private Limited. Note: AACPL, Mr. Bobby Jacob and Mrs. Minny Bobby had made an Open Offer to Acquire shares. The Open Offer is completed and 93,72,100 Equity Shares under the Share Purchase Agreement shall be acquired as per the direction issued by SEBI vide letter dated
3 Names and addresses of Auditors, Legal Advisors of the Company March 04, 2016, held by the erstwhile promoters. C A G V Sukumar, Chartered Accountant N P Complex, Mannath Lane, Thrissur, Kerala, India. Not Applicable Details of key Managerial Personnel Name of KMP Designations DIN Other Directorship Mr. Davis Pavunni Koothoor Whole Time Director - Executive Mr. Saxon Pavunni Koothoor Mr. Geo Paulson Thekkekara Mr. Venkitanarayanan Kalpathy Lakshminarayanan Managing Director- Executive Independent Director Independent Director Victory Press Pvt Ltd 2. Yuvasakthi Kuries Pvt Ltd Kunnamkulam Nidhi Limited 2. Victory Press Pvt Ltd Kitex Garments Limited 2. Kitex Apparels Limited Ms. Annamma George Independent Director Change, if any, in directors / management and auditors during the last one year, and reasons thereof. Further details on composition of Board are to be provided. 1. Appointment of Mr. Venkitanarayanan Kalpathy Lakshminarayanan; Ms. Annamma George and Mr. Geo Paulson Thekkekara as Independent Directors Details of Directors Name of Director Remunera Date of Borrowing tion Appointment powers Mr. Davis Pavunni Koothoor Nil August 09, 1994 NA Nil Mr. Saxon Pavunni Koothoor Nil October 19, 2009 NA Nil Mr. Geo Paulson Thekkekara Nil January 19, 2017 NA Nil Mr. Venkitanarayanan Kalpathy Nil July 04, 2016 NA Nil Lakshminarayanan Ms. Annamma George Nil July 04, 2016 NA Nil Qualification shares Rights of members regarding voting, dividend, lien on shares and the process for modification of such rights and forfeiture of shares Restrictions, if any, on transfer and transmission of shares/debentures and on their consolidation/splitting Revaluation of assets, if any (during last five years) As per Articles of Association
4 Material contracts and inspection of documents- how made available No of Employees 12 Latest Shareholding Pattern (Before Acquisition) Particulars No. of % of total shares shareholding No of shares in demat form No of Shares Pledged % of pledged shares Promoter and Promoter Group 97,64, DAVIS K P 16,52, SAXON K P 12,32, USHA DAVIS 10,85, NINI SAXON 10,23, NITHIN SAXON - MINOR 7,70, victory press pvt limited 40,00, Public Shareholding 37,35, ,98, Shares held by custodians Total 1,35,00, ,98, Pre and Post Shareholding Pattern Sr. Class of Shareholders Pre Offer Post Offer No. No. % No. % 1 Acquirers 751, ,01,23,100 # Erstwhile Promoters 97,64, ,34, (Ceasing to be promoters pursuant to Acquisition) 3 Other Public 29,84, ,42, Shareholders 1,35,00, ,3500, #As directed by SEBI vide their letter dated March 04, 2016, 93,72,100 Equity Shares representing 69.42% of the total paid up capital (underlying SPA Shares) held by the promoters in physical form, have been escrowed in favour of the Manager to the Open Offer and kept in custody of the Indian Bank, P. B. No. 2554, Shanmugham Road, Ernakulam , Kerala (hereinafter referred to as Custodian ). The payment of sale consideration and transfer of SPA shares will be completed only after the time specified an in compliance with the SEBI General Order dated, July 20, The Manager to the Open Offer has been authorised by the Promoters to deal with the said Custodian Account.
5 3. Business Nature of the products Plant and machinery, technology, process, etc. All kinds, varieties, grades and classes of Paper and Paper Boards and all kinds, varieties and classes of raw-materials, ingredients, chemicals and accessories required for the production of Pulp, Paper and Paper boards. The company have around 60 acres of land at Vengody, Elappully village of Palghat District, Kerala for the plant and for future expansions. Palghat is an important town of Kerala well connected by road and rail. The company would enjoy easy access to the industrial and business nerve centres like Coimbatore, Cochin and Tirupur. The major items of Plant and Machinery are Pulper, Separator, Agitator, Circulator Pumps, pressure screens. The company using the De-Inking technology for manufacturing the items from waste paper. Waste paper pulping requires - less capital investment - less water consumption - less energy and fuel requirement and is eco friendly when compared to the conventional process using raw materials such as wood, bamboo and agricultural residues. Infrastructure facilities for raw materials and utilities like water, electricity, etc. POWER : The power required for the project is 1736 KVA. WATER : The requirement of water is at 1500 KL per day. The site being on the river bank is endowed with tremendous untapped potential of subsoil and underground water. STEAM : The aggregate steam requirement of the complex is at 100 MT/hr. FUEL : The fuel cost per ton of paper is estimated at Rs.860. Approach to marketing and proposed marketing set up Future prospects - expected capacity utilization during the first three years from the date of commencement of production, and the expected year when the company would be able to earn cash profits and net profits Promoter group Companies and other outside distributors Paper industry is one of the oldest industries established in India. At present there are nearly 340 paper mills in India with an installed capacity of 3.5 million tons per annum. And they can t meet the requirement in the market due to the huge consumption.
6 4. Litigation Outstanding pertaining to (i) matters likely to affect operation and finances of the company including disputed tax liabilities of any nature ; and (ii) criminal prosecution launched against the company and the directors for alleged offences Particulars of default, if any, in meeting statutory dues, institutional dues, and towards instrument holders like debentures, fixed deposits, and arrears on cumulative preference shares, etc. (also give the same particulars about the companies promoted by the same private promoters and listed on stock exchanges). 5. Financial information Financial performance for last 2 years in Lacs Particulars FY FY Sales Other Income Total Income Expenditure Profit before Tax (63.60) (444.41) Provision for Tax 0, Profit after Tax (63.60) (444.41) Share Capital Reserves & Surplus (2,650.39) (2,586.79) Shareholder s Funds (1,300.39) (1,236.79)
7 Declaration: No statement made under this Information Memorandum contravenes any of the provisions of Companies Act, 1956 / Companies Act 2013, as may be applicable and the rules made thereunder. All the legal requirements connected with the listing /revocation of suspension of trading in equity of shares of our company and also the guidelines, instructions etc. issued by SEBI, Government and any other competent authority in this behalf have been duly complied with. All information contained in this document is true and correct. Thanking you, Yours faithfully ForVictory Paper&BoardsIndiaLtd Company Secretary
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