Kabirdas Investments Limited - Metropolitan Stock Exchange Kabirdas Investments Limited The Company

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Transcript of Kabirdas Investments Limited - Metropolitan Stock Exchange Kabirdas Investments Limited The Company

  • INFORMATION MEMORANDUM Dated: 2nd March, 2015

    Kabirdas Investments Limited

    The Company was originally incorporated on December 27, 1974 under the Companies Act, 1956 as "Kabirdas Investments Private Limited" in the Union Territory of Delhi. The Word ‘Private’ deleted by Registrar of Companies Delhi & Haryana on December 27, 1977 consequent upon the Company becoming Public Company by virtue of Section 43A of Companies Act, 1956 with effect from December 16, 1977. Subsequently the registered office of the Company was changed from U.T. of Delhi to the State of West Bengal pursuant to a fresh certificate of incorporation dated January 20, 2011issued by the Registrar of Companies, West Bengal and the Corporate Identification Number (CIN) of the Company is L65993WB1974PLC15798.

    Regd. Office: Vatsalya Chambers, Room No. 103, 1st Floor, 4A, N.C.Dutta Sarani, Kolkata-700001, Telefax: 033-22316085, Email ID:kilgroup2010@gmail.com, Website: www.kabirdasinvestmentslimited.com

    Contact Person: Aniket Bajpayee, Compliance Officer; Telefax: 033-22316085, Email ID: aniket_bajpayee@yahoo.com

    INFORMATION MEMORANDUM FOR LISTING OF 39, 57,170 EQUITY SHARES OF Re.1/-EACH FULLY PAID UP

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

    ABSOLUTE RESPONSIBILITY OF SATYA MINERS & TRANPORTERS LIMITED Kabirdas Investments Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to Kabirdas Investments 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 any of such information or the expression of any such opinions or intentions misleading in any material respect.

    LISTING The Equity Shares of Kabirdas Investments Limited which are listed on the Calcutta Stock Exchange Limited and Delhi Stock Exchange are proposed to be listed and traded on MCX-SX Limited.

    REGISTRAR & SHARE TRANSFER AGENT MCS SHARES TRANSFER AGENT LIMITED

    12/1/5, Manohar Pukur Road, Kolkata-700001

    Tel.: 033 4072 4051 to 53, Fax: 033 4072 4054 Email ID :mcssta@rediffmail.com,

    mailto:ID:kilgroup2010@gmail.com www.kabirdasinvestmentslimited.com mailto:aniket_bajpayee@yahoo.com

  • TABLE OF CONTENTS

    I. DEFINITIONS AND ABBREVIATIONS 01

    II. GENERAL 03

    Presentation Of Financial, Industry And Market Data 05

    Forward Looking Statements 06

    III. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF 07

    IV. INTRODUCTION 08

    Summary of Business 08

    Summary of Financial Information 10

    General Information 13

    Capital Structure 17

    V. ABOUT THE COMPANY 19

    Our History and certain Corporate Matters 19

    Our Management 21

    Our Promoters 22

    Management Discussion and Analysis 24

    VI. FINANCIAL INFORMATION 25

    Report of the Statutory Auditors, M/s B. CHHAWCHHARIA & CO, Chartered Accountant

    25

    Financial Statements 29

    VII. OUTSTANDING LITIGATIONS 45

    VIII. MATERIAL DOCUMENTS FOR INSPECTION 46

    Declaration 47

    mailto::mcssta@rediffmail.com

  • Kabirdas Investments Ltd

    3

    SECTION I - DEFINITIONS AND ABBREVIATIONS

    Unless the context otherwise requires, in the Information Memorandum, all references to

    “KABIRDAS”, “KABIRDAS”, “we”, “us”, “our” and “the Company” are to Kabirdas Investments Limited.

    Term Description “The Company” or “Kabirdas” or “Kabirdas Investments” or “we” or “us” or “our”

    Kabirdas Investments Limited having its Registered Office at V a t sa l ya Chambers, Room No. 103,1st Floor, 4A, N.C.Dutta Sarani, Kolkata-700001

    AOA/Articles/Articles of Association Article of Association of the Company, as amended from time to time, unless the context otherwise specifies

    Auditors / Statutory Auditors The Statutory Auditors of the Company, M/s B.CHHAWCHHARIA & CO, Chartered Accountant.

    Banker(s) to the Company The Bankers of the Company, HDFC Bank Ltd., Kolkata, West Bengal.

    Board of Directors/ Board/ Directors The board of directors of the Company or a committee constituted thereof, unless the context otherwise specifies

    MCX / MCX-SX Stock Exchange Limited MCX-SX Stock Exchange Limited Director(s) The director(s) of the Company, unless otherwise

    specified. Equity Shares Equity shares of the Company of face value of Re. 1

    each, fully paid up, unless otherwise specified in the context thereof

    Information Memorandum This document as filed with the Stock Exchanges is known as and referred to as the Information Memorandum

    Memorandum/ Memorandum of Association

    The Memorandum of Association of Kabirdas Investments Limited

    Promoters The promoters of the Company.

    Promoter Group Includes such persons and entities constituting our promoter group in terms of Regulation 2 (1)(zb) of the SEBI ICDR Regulations

    Registered Office The registered office of the Company at Vatsalya Chamber, Room No. 103, 1st Floor, 4A, N.C.Dutta Sarani, Kolkata-700001

    Registrar/ Registrar & Share Transfer Agent

    The Registrar & Share Transfer Agent of the Company, MCS Share Transfer Agent Limited

    Abbreviations

    Term Description Act or Companies Act The Companies Act, 2013, as amended from time to

    time AGM Annual General Meeting AS Accounting Standards issued by the Institute of

    Chartered Accountants of India AY Assessment Year BIFR Board for Industrial and Financial Reconstruction CG Central government

  • Kabirdas Investments Ltd

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    CIN Corporate Identification Number CDSL Central Depository Services (India) Limited CSE The Calcutta Stock Exchange Limited Depositories NSDL and CDSL Depositories Act The Depositories Act, 1996 as amended from time to

    timeDP/ Depository Participant A depository participant as defined under the

    Depositories Act, 1996 EBITDA Earnings Before Interest, Tax, Depreciation and

    AmortisationEGM Extraordinary General Meeting EPS Earnings per Equity Share Financial year/fiscal/ FY Period of twelve months ended March 31 of that

    particular year, unless otherwise statedHUF Hindu Undivided Family I. T. Act The Income-tax Act, 1961, as amended from time to

    time, except as stated otherwiseIndian GAAP Generally Accepted Accounting Principles in India Listing Agreement Listing agreement entered into by the Company with

    the Stock ExchangesNA Not Applicable NAV Net Asset Value being paid up equity share capital plus

    free reserves (excluding reserves created out of revaluation) less deferred expenditure not written off (including miscellaneous expenses not written off) and debit balance of Profit and Loss account, divided by number of issued Equity Shares

    NSDL National Securities Depository Limited P/E Ratio Price/Earnings Ratio PAN Permanent Account Number allotted under the Income

    Tax Act, 1961PAT Profit after tax PBT Profit before tax RBI Reserve Bank of India RBI Act The Reserve Bank of India Act, 1934, as amended

    from time to timeRoC Registrar of Companies, West Bengal Rs. Indian Rupees RSE Designated Regional Stock Exchange SCRA Securities Contracts (Regulation) Act, 1956,

    as amended from time to time

    SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to timeSEBI The Securities and Exchange Board

    of India constituted under the SEBI Act, 1992, as amended from time to time

    SEBI Act Securities and Exchange Board of India Act 1992, as amended from time to timeSEBI Guidelines SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 including instructions

    and clarifications issued by SEBI from time to time.

    State Government The government of a state of the Union of India UIN Unique Identification Number

  • Kabirdas Investments Ltd

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    SECTION II – GENERAL

    PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

    Certain Conventions

    Unless otherwise specified or the context otherwise requires, all references to “India” in this Information Memorandum are to the Republic of India, together with its territories and possessions. Unless the context otherwise requires, all references to the "Company", "we", "us" and "our" refers to Kabirdas Investments Limited.

    Financial 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, 2013, as amended (“Companies Act”) included elsewhere in this Information Memorandum.

    The financial year commences on April 1 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. In this Informatio