Worth Investment and Trading Company Limited - … Investment and Trading Company Limited ... The...

INFORMATION MEMORANDUM

Dated: June 02, 2014

Worth Investment and Trading Company Limited

The Company was originally incorporated on August 16, 1980 under the Companies Act, 1956 as

"Worth Investment & Trading Company Limited" in the state of West Bengal. The Corporate

Identification Number (CIN) of the Company is L67120WB1980PLC032932.

Regd. Office: 34, C.R. Avenue 1st Floor Cabin No.2, Kolkata-700012, Tel No.: 033-32632021,

Email ID: [email protected], Website: www.worthinv.com

Contact Person: Anup Pandey, Company Secretary; Tel No.: 033-32632021, Email ID:

[email protected]

INFORMATION MEMORANDUM FOR LISTING OF 32,80,000 EQUITY SHARES OF

RS.10/-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 Worth Investment & Trading Company 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 Worth Investment & Trading Company Limited.

For taking an investment decision, investors must rely on their own examination of the Company

including the risks involved.

ABSOLUTE RESPONSIBILITY OF WORTH INVESTMENT & TRADING COMPANY

LIMITED

Worth Investment & Trading Company Limited having made all reasonable inquiries, accepts

responsibility for, and confirms that this Information Memorandum contains all information with

regard to Worth Investment & Trading Company 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 Worth Investment & Trading Company Limited which are listed on the Calcutta

Stock Exchange Limited are proposed to be listed and traded on BSE Limited.

REGISTRAR & SHARE TRANSFER AGENT

MAHESHWARI DATAMATICS PRIVATE LIMITED

6, Mango lane, 2nd Floor, Kolkata-700001

Tel.: 033 2243 5029/2248 2248, Fax: 033 2248 4787

Email ID :[email protected], Website : www.mdpl.in

�

TABLE OF CONTENTS

I. DEFINITIONS AND ABBREVIATIONS 01

II. GENERAL 03

Presentation Of Financial, Industry And Market Data 03

Forward Looking Statements 04

III. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF 05

IV. INTRODUCTION 06

Summary of Business 06

Summary of Financial Information 08

General Information 11

Capital Structure 14

Disclosures 24

V. ABOUT THE COMPANY 25

Our History and certain Corporate Matters 25

Our Management 27

Our Promoters 28

Corporate Governance Report 28

Management Discussion and Analysis 33

VI. FINANCIAL INFORMATION 34

Report of the Statutory Auditors, M/s MAROTI & ASSOCIATES, Chartered

Accountant

34

Financial Statements 38

VII. OUTSTANDING LITIGATIONS 54

VIII. MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION 55

IX. OTHER INFORMATION 63

Material Contracts And Documents For Inspection 63

Declaration 64

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� Worth Investment & Trading Co. Ltd

1

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SECTION I - DEFINITIONS AND ABBREVIATIONS

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

“Worth Investment”, “we”, “us”, “our” and “the Company” are to Worth Investment & Trading

Limited.

Term Description

“The Company” or “Worth” or “Worth

Investment” or “we” or “us” or “our”

Worth Investment and Trading Co. Limited having its

registered Office at 34, C.R.Avenue, 1st Floor, Cabin

No.2, Kolkata, West Bengal -700012

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

MAROTI & ASSOCIATES, Chartered Accountant.

Banker(s) to the Company The Bankers of the Company, Karnataka Bank,

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

BSE / Bombay Stock Exchange Limited BSE Limited

Director(s) The director(s) of the Company, unless otherwise

specified.

Equity Shares Equity shares of the Company of face value of Rs. 10

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 Worth

Investment & Trading Co. 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 34,

C.R.Avenue, 1st Floor, Cabin No.2, Kolkata, West

Bengal -700012

Registrar/ Registrar & Share Transfer

Agent

The Registrar & Share Transfer Agent of the

Company, Maheshwari Datamatics Private Limited

Abbreviations

Term Description

Act or Companies Act The Companies Act, 1956, as amended from time to

time and notified provisions of Companies Act, 2013

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


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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

time

DP/ Depository Participant A depository participant as defined under the

Depositories Act, 1996

EBITDA Earnings Before Interest, Tax, Depreciation and

Amortisation

EGM 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 stated

HUF Hindu Undivided Family

I. T. Act The Income-tax Act, 1961, as amended from time to

time, except as stated otherwise

Indian GAAP Generally Accepted Accounting Principles in India

Listing Agreement Listing agreement entered into by the Company with

the Stock Exchanges

NA 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, 1961

PAT 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 time

RoC 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


SEBI 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


SEBI 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


3

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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

Worth Investment & Trading Co. 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, 1956, 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 Information

Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are

due to rounding off.

Currency of Presentation

All references to “Rupees” or “INR” are to Indian Rupees, the official currency of the Republic of

India.

Industry and Market Data

Unless stated otherwise, industry data and the market data used throughout this Information

Memorandum have been obtained from industry publications, websites and other authenticated

published data. Industry publications generally state that the information contained in those

publications has been obtained from sources believed to be reliable but that their accuracy and

completeness are not guaranteed and their reliability cannot be assured. Although, the Company

believes that industry data used in this Information Memorandum is reliable, it has not been

independently verified. Similarly, internal company reports, while believed by us to be reliable, have

not been verified by any independent sources.

The extent to which the market and industry data used in this Information Memorandum is

meaningful depends on the readers familiarity with the understanding of the methodologies used in

compiling such data. There are no standard valuation methodologies or accounting policies in the said

industry in India and methodologies and assumptions may vary widely among different industry

sources.


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FORWARD LOOKING STATEMENTS

This Information Memorandum contains certain words or phrases, including, “will”, “aim”, “will

likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”,

“contemplate”, “seek to”, “future”, “would”, “objective”, “goal”, “project”, “should”, “will pursue”

and similar expressions or variations of such expressions, that are forward-looking statements. 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.

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, our exposure to

market risks that have an impact on our business activities or investments.

• The changes in monetary and fiscal policies of India, inflation, deflation, unanticipated

turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices.

• The performance of the financial markets in India and globally, changes in domestic and

foreign laws, regulations and taxes and changes in competition in our industry.

• Changes in the value of the Rupee and other currencies.

• The occurrence of natural disasters or calamities.

• Change in political and social conditions in India.

• The Loss or shutdown of operations of the Company at any time due to strike.

• The Loss of our key employees and Staff.

• Our ability to respond to technological changes.

Absolute Responsibility of Worth Investment and Trading Co. Limited

Worth Investment and Trading Co. Limited having made all reasonable inquiries, accepts

responsibility for, and confirms that this Information Memorandum contains all information with

regard to the Company, 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 are intentions misleading in any material respect.


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SECTION III - RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF

Risk Factors

The Company being a Non-Banking Financial Company (NBFC) is currently engaged in the financial

activities. The business of the Company largely depends on the policies framed by the Reserve Bank

of India, Ministry of Finance as 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.

Management Perception

The Company, at present follows such rules, regulations and guidelines as may be applicable to a

NBFC. It follows and regularly complies with the guidelines issued by RBI 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.


6

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SECTION IV - INTRODUCTION

SUMMARY OF BUSINESS

In this section, unless the context requires otherwise, any reference to “we”, “our” and “us” refers to

the Company.

OVERVIEW

Worth Investment & Trading Co. Limited registered under the Companies Act, 1956 was incorporated

on 16th day of August 1980 in the state of WEST BENGAL. The company got its certificate of

commencement of business on 23rd of August 1980. The Corporate Identification Number (CIN) of

the Company is L67120WB1980PLC032932. The Registered Office of the Company is situated at 34,

C.R.Avenue, 1st Floor, Cabin No.2, Kolkata, West Bengal -700012. The shares of the Company are

listed on Calcutta Stock Exchange Limited.

The Company is registered as a Non-Banking Finance Company with Reserve Bank of India and is

mainly engaged in financing and investments as its principal business. The Equity shares of the

Company are listed on Calcutta Stock Exchange.

Company’s major activities are carried out at its Kolkata offices.

Existing and proposed activities of the Company are within the scope of the object clause of our

Memorandum of Association.


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AREAS OF NBFC ACTIVITY OF THE COMPANY

The Company is mainly operating under two areas:

a) Investments:

The company is mainly into investing in and acquiring and holding shares, stocks, debentures,

debenture stocks, bonds, warrants, obligations/and/or other securities issued or guaranteed by any

company constituted or carrying on business in India and/or by any Government, state, public body-or

authority.

It is also into acquisition of shares, stocks, debentures, debenture stocks, bonds, warrants, obligations

and/or other securities, by original subscription, participation in- syndicates, tender, purchase,

exchange or otherwise and to subscribe the same, either conditionally or otherwise, and to exercise

and powers conferred by or incidental to the ownership thereof.

b) Loans & Advances:

The Company is also engaged in the business of financing, assisting, aiding, helping, supporting,

promoting companies, firms, businesses, associations, concerns, corporations, partnership, individual

or organization in the setting up, running, working, functioning, managing, conducting, operating of

any commerce, industry, trade, business, profession etc. through loans and advances .

As part of its strategy to expand business from this segment, it also advances deposits or lends money

against securities and properties to or with any company, firm, person or association on such terms as

may be determined, from time to time, and to lend and negotiate loans and every description and to

transact business as financiers .

Major Area of Operations

Investments Loans & Advances

Investments� �

Private Companies Public Companies

Shares Debentures Shares Debentures Mutual Fund units if

listed company

Loans & Advances

Company Firm Corporation Individual


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SUMMARY OF FINANCIAL INFORMATION

The following table provides a summary of financial information derived from the financial

statements as of and for the financial year 2013, 2012 and 2011. These financial statements have been

prepared in accordance with the Indian GAAP and the Companies Act, 1956. The summary of

financial information presented below should be read in conjunction with the financial statements, the

notes and annexures thereto on page no 34

Summary Statement of Assets and Liabilities

(Rs. In Lacs)

Particulars As at 31 March

2013 2012 2011

Non-current assets

Fixed Assets

Gross Block - - -

Less: Deprecation - - -

Net Block - - -

Non-Current Investment 11.00 181.00 171.55

Other Non-Current Assets 0.86 - -

Total 11.86 181.00 171.55

Current Assets

Inventories - - 1.12

Trade Receivables 80.63 7.50 -

Cash & Bank Balance 6.84 6.82 18.59

Loans & Advances 174.01 1.47 4.09

Other Current Assets 0.29 - -

Total 261.76 15.79 23.80

Liabilities & Provision

Secured Loans - - -

Unsecured Loans - - -

Current Liabilities & Provision 75.65 1.22 0.05

Total 75.64 1.22 0.05

Net Worth

Share Capital 160.00 20.00 20.00

Reserve & Surplus 37.97 175.57 175.30

Total 197.97 195.57 195.30


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Summary Statement of Profit and Loss Account

(Rs. In Lacs)

Particulars For the year ended 31 March

2013 2012 2011

Income

Sale of Shares 82.24 0.40 0.00

Other Operating Revenue 8.34 7.49 (0.28)

Other Income 0.01 5.54 7.26

Total 90.59 13.43 6.99

Expenditure

Purchase of Shares 83.64 0.00 0.00

Changes In Inventories Of Stock In Trade 0.00 1.12 0.00

Employee Benefits Expenses 0.50 0.00 0.00

Other Expenses 2.66 1.47 1.74

Total 86.80 2.58 1.74

Profit before Exceptional items and tax 3.79 10.85 5.25

Exceptional Items 0.00 (7.95) (0.08)

Profit before tax 3.79 2.89 5.17

Tax Expenses

Current Tax 1.40 2.62 0.00

Deferred tax 0.00 0.00 0.00

Net Profit after tax 2.40 0.28 5.17

Earnings Per Share 0.74 0.14 2.58

Summary Statement of Cash Flow

(Rs. In Lacs)

Particulars For the year ended 31 March

2013 2012 2011

Cash flow from operating activities

Profit before tax 3.79 2.89 5.17

Adjustments for: - - -

Less: (Profit)/Loss on sale of investments - 3.16 -1.12

Add: Contingency provision for standard assets 0.42 - -

Add: Preliminary expenses written off 0.29 - -

Operating profit before working capital changes 4.50 6.06 4.05

Movements in working capital : - - -


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(Increase)/ decrease in inventories - 1.12 -

(Increase)/ decrease in short term loans &

advances -173.11 - -

(Increase)/decrease in trade receivables -73.12 -7.50 -

Increase/(decrease) in trade payables 75.00 0.17 -

Increase/ (decrease) in advances and other

liabilities -1.00 1.00 -2.00

Cash generated from / (used in) operations -167.73 0.83 2.05

Direct taxes paid/Adjusted (net of refunds) -0.82 - -

Net Cash flow from / (used in) operating

activities (A) -168.55 0.83 2.05

Cash flow from investing activities - - -

Proceeds from sale/ (purchase) of non-current

investments (Net) 170.00 -9.45 -30.12

Proceeds from sale/ (purchase) of Fixed Asset 0.01

Profit/(Loss) on sale of investments - -3.16 1.12

Net Cash flow from / (used in) investing

activities (B) 170.00 -12.61 -28.99

Cash flow from / (used in) financing activities - - -

Preliminary Expenses -1.43 - -

Net Cash flow from / (used in) financing

activities (c) -1.43 - -

Net increase/(decrease) in cash and cash

equivalents (A+B+C) 0.02 -11.77 -26.94

Cash and cash equivalents at the beginning of

the year 6.82 18.59 45.53

Cash and cash equivalents at the end of the

year 6.84 6.82 18.59


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GENERAL INFORMATION

The Company was originally incorporated on 16th day of August 1980 under the Companies Act,

1956 as “Worth Investment & Trading Co. Ltd” in the state of West Bengal. The company got its

certificate of commencement of business on 23rd of August 1980. The Corporate Identification

Number (CIN) of the Company is L67120WB1980PLC032932.

Registered Office of the Company

34, C.R.Avenue,

1st Floor, Cabin No.2,

Kolkata, West Bengal -700012

Tel No: 033- 32632021

Email ID: [email protected],

Website: www.worthinv.com

Address of Registrar of Companies

The Company is registered with the Registrar of Companies, West Bengal, Kolkata, situated at the

following address:

Nizam Palace

2nd MSO Building

2nd Floor, 234/4, A.J.C.B. Road

Kolkata - 700020

Tel.: 033-2287 7390 Fax: 033-2290 3795

Email ID: [email protected]

Board of Directors

The Board of Directors comprises of:

Name Category Age Address

Rakesh Kumar Mishra

DIN: 00558379

Executive Director 33 29, 5th Street, Sen

Bagan, Agarpara,

Kolkata, 700101, West

Bengal, India

Suman Pal

DIN: ��

Non Executive

Independent

Director�

27 23/1 Maharshi Deven

Road ,Kolkata, 700007,

West Bengal, India

Dilip Kumar Shaw

DIN : 02880928

Non Executive

Independent

Director�

32 40, Tara Chand Dutta

Street, Kolkata, 700073,

West Bengal, India


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Company Secretary & Compliance Officer

Anup Pandey

34, C.R.Avenue,

1st Floor, Cabin No.2,

Kolkata, West Bengal -700012

Email ID: [email protected],


Share Transfer Agents:

Maheshwari Datamatics Pvt. Ltd.

6, Mangoe lane, 2nd Floor

Kolkata-700001

Tel.: 22435029/22482248


Website: www.mdpl.in

Bankers to the Company

Karnataka Bank

1, Rowdon Street,

Sarojini Naidu Sarani, Park Street,

Kolkata-700017.

Contact No: : 033-22837903/04


Website: www.karnatakabank.com

Statutory Auditors

Maroti & Associates

9/12, Lal Bazar Street, Mercantile Building,

3rd Floor, E-Block, Room No-02 , Kolkata, West Bengal -700001

Firm Registration No: 322770E

Contact No: 033 2231 9392/91


Eligibility Criterion

The Company is submitting its Information Memorandum, containing information about itself,

making disclosures in line with the disclosure requirement for direct listing, as applicable, to BSE for

making the said Information Memorandum available to public through their website viz.

www.bseindia.com.


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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.

Filing

Copies of this Information Memorandum have been filed with BSE in due compliance.

Listing

The Equity Shares of the Company are listed on the Calcutta Stock Exchange. Now the Equity Shares

of the Company shall be admitted for direct listing on BSE Limited (BSE) subject to fulfilment of

listing criteria of direct listing of BSE and also subject to such other terms and conditions as may be

prescribed by BSE at the time of the application by the Company seeking listing.

Demat Credit

The Company has executed Tripartite Agreements with both the depositories i.e. NSDL and CDSL

for admitting its securities in demat form and have allotted ISIN: INE114O01012.

General Disclaimer from the Company

The Company accepts no responsibility for statement 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 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.

Disclaimer Clause of BSE

As required, a copy of this Information Memorandum is being submitted to BSE.

The BSE does not in any manner:

• warrant, certify or endorse the correctness or completeness of any of the contents of this

Information Memorandum; or

• warrant that this Company’s securities will be traded or will continue to be traded on the

BSE; or

• take any responsibility for the financial or other soundness of this Company, its promoters, its

management or any scheme or project of this Company; and it should not for any reason be

deemed or construed to mean that this Information Memorandum has been cleared or

approved by the BSE. Every person who desires to acquire any securities of this Company

may do so pursuant to independent inquiry, investigation and analysis and shall not have any

claim against the BSE whatsoever by reason of any loss which may be suffered by such

person consequent to or in connection with such subscription/ acquisition whether by reason

of anything stated or omitted to be stated herein or for any other reason whatsoever.


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CAPITAL STRUCTURE

Our share capital as of the date of this Information Memorandum is set forth below:

Build up History of Paid-up Capital

Share capital reconciliation Since Incorporation

Date of

Allottment/

Fully paid

up

No. of Equity

Shares

allotted

Face value

(In Rs.)

Issue Price

(In Rs.)

Cumulative

Number

of Equity

Shares

Cumulative

Paid

up Capital

On

Incorporation

(August

16,1980)

700 10 10 700 7000

February

12,1981 29300 10 10 30000 300000

February

20,1981 170000 10 10 200000 2000000

February

28,2013(1) 1400000 10 - 1600000 16000000

October

26,2013(2) 1680000 10 15 3280000 32800000 (1)

Bonus issue in the ratio 7:1 authorized by our shareholders through a resolution passed in the EGM

and through a resolution passed in the board meeting dated February 28, 2013

(2)Allotment of 16,80,000 equity shares as preferential allotment.

Distribution of Shareholding (By Size) as on December 31, 2013

Particulars Shareholders Equity shares

Number % of total Number % of total

Up to 50000 476 94.64 1,45,900 4.45

50001 to 100000 17 3.38 1,222,100 37.26

100001 to 150000 2 .39 2,32,000 7.07

150001 to 200000 0 0 0 0

200001 & 250000 8 1.59 16,80,000 51.22

250001 & Above 0 0 0 0

Total 503 100% 32,80,000 100%

Sr.

No.

Particulars Aggregate Nominal

Value (Rs.)

A Authorised Share Capital:

36,00,000 Equity Shares of Rs. 10/- each 3,60,00,000

B Issued, Subscribed and Paid up Capital

32,80,000 Equity Shares of Rs. 10/- each 3,28,00,000

C Calls in arrear Nil


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Shareholding pattern of the Company as on December 31, 2013

Category

Code

Category of Shareholder

No. of

share-

holders

Total No.

of shares

No. of

shares

held in

demat

form

Total share-

holding as a

percentage of

total number of

shares

Shares pledged or

otherwise

encumbered

As a

% of

(A+

B)

As a

% of

(A+B

+C)

No.

of

share

s

As a %

0

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)=(VIII)/

(IV)x10

(1)(a)Statement showing Shareholding Pattern

Name of the Company: Worth Investment & Trading Limited

Scrip Code: 33045 Name of the scrip: WORINVST Class of security: Equity shares

Shareholding Pattern As on 31.12.13

Partly paid-up shares No. 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 NIL NA NA

Held by public NIL NA NA

Total - - -

Outstanding convertible

securities

No. of outstanding

securities

As a % of total no. of

outstanding

convertible securities


the company, assuming full

conversion of the convertible

securities



Total - - -

Warrants No. of warrants As a % of total no.

of warrants


the company, assuming full

conversion of warrants



Total - - -

Total Paid up Capital of the

company, assuming full

conversion of warrants and

convertible securities

32,80,000 NA 100.00%


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(A) Shareholding of Promoter and

Promoter Group2

(1) Indian

(a) Individuals/Hindu Undivided

Family

Nil Nil Nil Nil Nil Nil Nil

(b) Central Government/State

Government(s)


( c) Bodies Corporate 2 2,32,000 2,32,000 7.0732 7.0732 Nil Nil

(d) Financial Institutions/Banks Nil Nil Nil Nil Nil Nil Nil

(e) Any Other (specify) Nil Nil Nil Nil Nil Nil Nil

Sub-Total (A)(1) 2 2,32,000 2,32,000 7.0732 7.0732 Nil Nil

(2) Foreign Nil Nil Nil Nil Nil Nil Nil

(a) Individuals (Non-Resident

Individuals/Foreign Individuals)


(b) Bodies Corporate Nil Nil Nil Nil Nil Nil Nil

( c) Institutions Nil Nil Nil Nil Nil Nil Nil

(d) Qualified Foreign Investor Nil Nil Nil Nil Nil Nil Nil

(e) Any Other (specify) Nil Nil Nil Nil Nil Nil Nil

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

Total Shareholding of Promoter

and Promoter Group (A)�

=(A)(1)+(A)(2)

2 2,32,000 2,32,000 7.0732 7.0732 Nil Nil

(B) Public shareholding NA NA

(1) Institutions Nil Nil Nil Nil Nil NA NA

(a) Mutual Funds/UTI Nil Nil Nil Nil Nil NA NA

(b) Financial Institutions/Banks Nil Nil Nil Nil Nil NA NA

(c) Central Government/State

Government(s)

Nil Nil Nil Nil Nil NA NA

(d) Venture Capital Funds Nil Nil Nil Nil Nil NA NA

(e) Insurance Companies Nil Nil Nil Nil Nil NA NA

(f) Foreign Institutional Investors Nil Nil Nil Nil Nil NA NA

(g) Foreign Venture Capital Investors Nil Nil Nil Nil Nil NA NA

(h) Qualified Foreign Investor Nil Nil Nil Nil Nil NA NA

(i) Any Other Nil Nil Nil Nil Nil NA NA

Sub-Total (B)(1) Nil Nil Nil Nil Nil NA NA

(2) Non-institutions

(a) Bodies Corporate 8 16,80,000 Nil 51.219 51.2195 NA NA

(b) Individuals- NA NA

I i) Individual shareholders holding

nominal share capital upto Rs.1

lakh.

476 1,45,900 11,800 4.4482 4.4482 NA NA

II ii) Individual shareholders holding

nominal share capital in excess of

Rs.1 lakh.

17 12,22,100 Nil 37.259

1

37.2591 NA NA


17

�

(c) Qualified Foreign Investor Nil Nil Nil Nil Nil NA NA

(d) Any Other (please specify) Nil Nil Nil Nil Nil NA NA

Sub-Total (B)(2) 501 30,48,000 11,800 92.926

8

92.9268 NA NA

Total Public Shareholding

(B)=(B)(1)+(B)(2)

501 30,48,000 11,800 92.926

8

92.9268 NA NA

TOTAL (A)+(B) 503 32,80,000 2,43,800 100.00 100.0000 Nil Nil

( C) Shares held by Custodians and

against which Depository Receipts

have been issued

(1) Promoter and Promoter Group Nil Nil Nil Nil Nil Nil Nil

(2) Public Nil Nil Nil Nil Nil Nil Nil

Sub-Total ( C ) Nil Nil Nil Nil Nil Nil Nil

GRAND TOTAL

(A)+(B)+(C)

503 32,80,000 2,43,800 100.00 100.00 - -


18

�

(1) (b) Statement showing holding of securities (including shares, warrants, convertible securities) of persons

belonging to the category " Promoter and Promoter Group"

Sr

.

N

o.

Name of the

shareholder

Details of shares

held

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

No. of

shares

held

As a %

of grand

total

(A)+(B)+

( C )

No. As a

percen

tage

As a %

of

Grand

total

(A)+(B)+

( C ) of

sub-

clause

(I)(a)

Numbe

r of

warran

ts held

As a %

total

number

of

warrants

of the

same class

Numbe

r of

conver

tible

securiti

es

As a %

total

number

of

converti

ble

securitie

s of the

same

class

(I

) (II) (III) (IV) (V)

(VI)=(

V)/(III)

*100 (VII) (VIII) (IX) (X) (XI) (XII)

1

MUDRA

DEALTRA

DE

PRIVATE

LIMITED 116000 3.5366 NIL NIL NIL NIL NIL NIL NIL 3.5366

2

SANKALP

VINTRADE

PRIVATE

LIMITED 116000 3.5366 NIL NIL NIL NIL NIL NIL NIL 3.5366

Total 232000 7.0732 NIL NIL NIL NIL NIL NIL NIL 7.0732


19

�

(1)(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 ( i ) total number of shares

Sr.No. Name of the

shareholder

Number

of

shares

held

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 Details of convertible

securities

Total shares

(including

underlying

shares

assuming

full

conversion

of warrants

and

convertible

securities)

as a % of

diluted

share

capital

Numbe

r of

warrant

s held

As a %

total

number of

warrants

of the

same class

Number of

convertible

securities

held

% w.e.t

total

number of

convertible

securities

of the

same class

1

ANUNAY

COMMOSAL

E PRIVATE

LIMITED 210000 6.4024 Nil Nil Nil Nil 6.4024

2

ISHWAR

COMMERCI

AL PRIVATE


3

NAYAN

IMPEX

PRIVATE


4

NEWEDGE

VINIMAY

PRIVATE


5

SILVERSON

TRADELINK

S PRIVATE


6

SWIFT

DEALMARK

PRIVATE


7

UNICON

TIE-UP

PRIVATE 210000 6.4024 Nil Nil Nil Nil 6.4024


20

�

LIMITED

8

VEDANT

COMMERCI

AL PRIVATE


9

BAJRANGIL

AL

SHRIVASTA

VA 78400 2.3902 Nil Nil Nil Nil 2.3902

10

SHASHI

KANT MODI 78400 2.3902 Nil Nil Nil Nil 2.3902

11

MONIKA

JAIN 78400 2.3902 Nil Nil Nil Nil 2.3902

12

KUMUD

PATODIA 78400 2.3902 Nil Nil Nil Nil 2.3902

13

PROVA

JEWRAJKA 78400 2.3902 Nil Nil Nil Nil 2.3902

14

SHYAMA

CHARAN

KUMAR 78400 2.3902 Nil Nil Nil Nil 2.3902

15

JAGDISH

AGARWAL 78400 2.3902 Nil Nil Nil Nil 2.3902

16

ANANT

KASERA 76000 2.3171 Nil Nil Nil Nil 2.3171

17

RAMA

PRASAD

JHA 76000 2.3171 Nil Nil Nil Nil 2.3171

18

PANKAJ

KUMAR

MODI 76000 2.3171 Nil Nil Nil Nil 2.3171

19

ROHIT

KUMAR

MODI 74400 2.2683 Nil Nil Nil Nil 2.2683

20

BAIDYA

NATH

PODDAR 69300 2.1128 Nil Nil Nil Nil 2.1128

21

SUBIR

BANERJEE 68600 2.0915 Nil Nil Nil Nil 2.0915

22

TEJ

NARAYAN

JHA 67900 2.0701 Nil Nil Nil Nil 2.0701

23

HAL

MATHEW

JACKSON 66500 2.0274 Nil Nil Nil Nil 2.0274

24

DILIP

KUMAR

SHAW 60000 1.8293 Nil Nil Nil Nil 1.8293

25 BIMAL DAS 38600 1.1768 Nil Nil Nil Nil 1.1768

Total 2902100 88.4787 Nil Nil Nil Nil 88.4787


21

�

(1)(c)(ii) Statement showing holding of securities (including shares, warrants, convertible securities) of

persons (together with PAC) belonging to the category "Public" and holding ( ii ) more than 5% of the

total number of shares of the company

Sr.No. Name(s) of the

shareholders(s)

and the persons

Acting in

concert (PAC)

with them

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 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

warrants

As a %

total

number of

warrants

of the

same class

Number of

convertible

securities

held

% w.e.t

total

number of

convertible

securities

of the

same class

1

ANUNAY

COMMOSALE

PRIVATE


2

ISHWAR

COMMERCIAL

PRIVATE


3

NAYAN

IMPEX

PRIVATE


4

NEWEDGE

VINIMAY

PRIVATE


5

SILVERSON

TRADELINKS

PRIVATE


6

SWIFT

DEALMARK

PRIVATE


7

UNICON TIE-

UP PRIVATE


8

VEDANT

COMMERCIAL 210000 6.4024 Nil Nil Nil Nil 6.4024


22

�

PRIVATE

LIMITED

Total 1680000 51.2195 Nil Nil Nil Nil 51.2195

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

Sr.No. Name of the shareholder Category of

shareholder

(promoters/public)

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)

1

ANUNAY COMMOSALE PRIVATE

LIMITED Public 210000 6.4024

2

ISHWAR COMMERCIAL PRIVATE


3 NAYAN IMPEX PRIVATE LIMITED Public 210000 6.4024

4

NEWEDGE VINIMAY PRIVATE


5

SILVERSON TRADELINKS PRIVATE


6

SWIFT DEALMARK PRIVATE


7 UNICON TIE-UP PRIVATE LIMITED Public 210000 6.4024

8

VEDANT COMMERCIAL PRIVATE


TOTAL 1680000 51.2195

(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 as para (I)(a) abobe)

NIL


23

�

(II) (b) Statement showing Holding of Depository Receipts (DRs), where underlying shares held by

'promoter / promoter group' are in excess of 1% of the total number of shares

Sr.No. Number 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 as para (I)(a) above)

NIL

List of Top 10 Shareholders as on December 31, 2013

Sr.

No.

Name of the Shareholder No. of Shares %

1 Anunay Commosale Private Limited 2,10,000.00 6.4024

2 Ishwar Commercial Private Limited 2,10,000.00 6.4024

3 Nayan Impex Private Limited 2,10,000.00 6.4024

4 Newedge Vinimay Private Limited 2,10,000.00 6.4024

5 Silverson Tradelinks Private Limited 2,10,000.00 6.4024

6 Swift Dealmark Private Limited 2,10,000.00 6.4024

7 Unicon Tie-Up Private Limited 2,10,000.00 6.4024

8 Vedant Commercial Private Limited 2,10,000.00 6.4024

9 Mudra Dealtrade Private Limited 1,16,000.00 3.5366

10 Sankalp Vintrade Private Limited 1,16,000.00 3.5366

TOTAL 19,12,000.00 58.29


24

�

Disclosures:

1. No dividend has been paid during the last 10 years.

2. The Company has issued bonus shares in the ratio of 7:1 authorised by our shareholders

through a resolution passed in the EGM and through a resolution passed in the board meeting

dated February 28, 2013

3. The Company has not entered into any agreements (including agreements for technical advice

and collaboration), concessions and similar other documents (except those entered into in the

ordinary course of business carried on or intended to be carried on by the company).

4. No commission, brokerage, discount or other special terms including an option for the issue

of any kind of securities has been granted to any person.

5. There are no outstanding warrants which are pending for conversion.


25

�

SECTION V - ABOUT THE COMPANY

OUR HISTORY AND CERTAIN CORPORATE MATTERS

The Company was incorporated on 16th day of August 1980 under the Companies Act, 1956 as

“Worth Investment & Trading Co. Limited” in the state of West Bengal. The company got its

certificate of commencement of business on 23rd of August 1980. The Corporate Identification

Number (CIN) of the Company is L67120WB1980PLC032932.

The Company is registered as a Non-Banking Finance Company with Reserve Bank of India and is

mainly engaged in financing and investments as its principal business. The Equity shares of the

Company are listed on Calcutta Stock Exchange. The Company is managed by a Board of Directors

consisting directors having sound knowledge and skills of financing and accounting.

Situation of Registered Office

Registered office of the Company is situated at 34, C.R. Avenue, 1st Floor, Cabin No.2, Kolkata, West

Bengal -700012.

Main Objects of the Company

• To subscribe for, underwrite, acquire, hold, sell and otherwise dispose of shares, stocks,

debentures, bonds, mortgages, obligations and securities of any kinds issued or guaranteed by any

company (body corporate or undertaking) of whatever nature and wheresoever constituted to

carry on business of shares, stocks, debentures, bonds, mortgages, obligations and securities or

guaranteed by any Government, sovereign ruler, commissioners, trust, municipal, local or other

authority or body of whatever nature, whether in India or elsewhere, and to promote any company

or companies for the purpose of acquiring all or any of the property rights and liabilities of this

company or for any other purpose which may directly or indirectly be calculated to benefit this

Company.

• To invest, subscribe for, acquire, buy, sell, underwrite, vary, transfer, hypothecate, or otherwise,

dispose of any shares, stocks, debentures, whether perpetual or redeemable, bonds, certificates,

securities, properties, of any other company including securities of any Government, Local

authority and to receive money, deposits or interest or otherwise and to lend money and negotiate

loans with or without security to such companies, firms or persons and on such terms as may

seem expedient and to guarantee the performance of contracts by any person companies or firms

and to carry on the business of financing industrial enterprises not amounting to banking within

the meaning of the Banking Companies Act.

• To draw, accept, endorse, discount, buy, sell and deal in bills of exchange, hundies, promissory

notes and other negotiable instruments and securities and to give guarantee for payment of money

or performance of any obligation or undertaking and to undertake and execute any trust and

generally to carry on and undertake any business, undertaking, transaction or operation commonly

carried on or undertaken by investors, financiers, promoters, guarantors, guarantee brokers,

underwriters and trustees, provided that the company shall not carry on the business of Banking or

Insurance as defined in the relative Banking Companies and the Insurance Acts.


26

�

• To purchase, acquire, buy, sell, for purposes of investment or resale and to traffic and speculate in

land, building, workshop, factories, of any kind, tenure and any interest therein and to acquire,

sell, letout, speculate and deal in free holds and lease holds and to make advances upon the

hypothecation, mortgage or security of land or house, or other property of any description or any

interest therein, and generally to deal in, traffic and speculate by way of sale, lease, exchange, or

otherwise with land and house property and any other property of any description whether real or

personal, moveable or immoveable, and to lay out, develop, construct, build, erect, demolish, re-

erect, alter, repairs, re-model or to do any other work in connection with any land, building or

buildings and to turn the same into account, develop the same and dispose off or maintain the sane

and to build townships, markets, and let out or to deal with the same or any part thereof in any

manner whatsoever.

• To carry on business as financiers, concessionaries and merchants and to undertake and carry out

and execute all kinds of financial, commercial and other operations and to carry out any other

business (except insurance and banking business) which may seem to be capable of being

conveniently carried on in connection with any of the aforesaid objects or calculated directly or

indirectly to enhance the value of or facilitate the realisation or render profitable any of the

Company’s property or rights.

• To establish, build, acquire by purchase, sell, take on lease, hire or otherwise acquire on such

terms and conditions as may be thought fit and proper, any work, factory, workshop, plantation,

and mill maintain and run the same for the purpose of carrying on the business of textile goods,

jute goods, woollen goods, engineering goods, cotton goods, flax, kapas, Cement, Tea,

Chemicals, Papers, Rayon Silk, Vegetable and other oils, cotton seeds, hemp, machinery of

various types, tools, spare parts and/or any other kind of products which may be thought to be

lucrative, And to process, buy, sell, import, export, pledge, speculate, enter into forward

transactions or otherwise deal in the above mentioned goods and products.

Major events

Year Event

1980 Incorporation of the Company.

2013 Issue of bonus shares in the ratio of 7:1

Various registrations / licenses / permissions

The Company is registered as a Non-Deposit taking NBFC with Reserve Bank of India.

Particulars Reg. Number Status as on date

NBFC Registration B - 05.03383 Active

Subsidiaries

The Company does not have any subsidiaries and company is not subsidiary of any company as on

date of this Information Memorandum.


27

�

OUR MANAGEMENT

The following table sets forth details of our Board as on the date of this Information Memorandum:

Brief Profiles of the Directors

Brief Profiles of the Directors

Mr.Rakesh Kumar Mishra, Executive Director

Mr. Rakesh Kumar Mishra is the Director of the Company. He is a commerce graduate and possesses

experience of over 8 years in the field of Capital Market, Financial Sector, and Business Strategy. Mr.

Rakesh Kumar Mishra is associated with the company as director since 18/07/11.

Mr. Suman Pal, Independent Director

Mr. Suman Pal is a commerce graduate and having experience over six years in capital market and

business development . He possesses sound knowledge of capital market and Financial sector .

Name Age

(Years)

Date of

Appointment

as Director

Address

Rakesh Kumar Mishra

Executive Director

Nationality : Indian

PAN: AKHPM9420H

DIN: 00558379

33 18/07/2011 29, 5th Street, Sen Bagan,

Agarpara, Kolkata, 700101,

West Bengal, India

Suman Pal

Non Executive Independent

Director


PAN: CNNPP9801L

DIN: 06814041

27 15/05/2014 23/1,Maharashi Deven Road,

Kolkata – 700007, West

Bengal, India

Dilip Kumar Shaw

Non Executive Independent

Director


PAN: CHCPS8034D

DIN: 02880928

32 01/03/2011 40, Tara Chand Dutta Street,,

Kolkata, 700073, West Bengal,

India


28

�

Mr. Dilip Kumar Shaw, Independent Director

Mr. Dilip Kumar Shaw has been associated with the Company as Director since 2011. A Commerce

graduate and having experience of over 10 years in the field of Company Law Matters, Business

Advisory Services has contributed to the growth of the Company. With his extensive business

contacts and experience, he has contributed to the growth of the Company.

OUR PROMOTERS

Sankalp Vintrade Private Limited & Mudra Dealtrade Private Limited are the Promoters of the

Company. Promoters’ shareholding is 7.07 %, held in dematerialised form of total shareholding of the

Company.

CORPORATE GOVERNANCE REPORT

1. The Company’s Philosophy on Corporate Governance

The Company’s philosophy on Corporate Governance envisages the attainment of the highest levels

of transparency, accountability and in all its interaction with its shareholders, the government, and the

society. The Company has implemented and is improving the Corporate Governance with the

objective of fulfilling shareholders expectation in so far as it caters to all interests. As an integral part

of business ethics your Company continues to follow the practices in line with the code of Corporate

Governance enshrined in the listing agreement.

The company has adopted Code of Conduct for its employees including the Executive and Non-

Executive Directors. The Code for Prevention of Insider Trading has also been adopted. The

Company is in compliance with the requirements of Guidelines of Corporate Governance stipulated

under Clause 49 of the Listing Agreement with Stock Exchanges.

2. Board Of Directors

The Company’s Board of Directors consists of 3 directors. Out of them, 1 is executive director and 2

are non-executive independent directors. The composition is in compliance with the requirements

stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

None of the Directors of the Company is a Member of more than 10 Committees or Chairman of more

than 5 Committees across the Companies in which they hold Directorships.

The name and category of the Directors on the Board, the number of Directorships and committee

Chairmanship/Membership held by them in Audit and Investor Grievance Committee is given below:


29

�

Name &

DIN

Category No. of Board

Meeting Attended

during 2012-2013

Atten-

ded

last

AGM

No. of

Direct

orship

s in

the

Public

Limite

d

Comp

anies

No. of Committee

positions held in other

companies

Numb

er of

shares

held

as on

31st

Marc

h 2013

Held Attended Chairman Member

Dilip

Kumar

Shaw

02880928

Non-

Executive

Independe

nt

Director

9

9

YES

5 Nil Nil Nil

Rakesh

Kumar

Mishra

00558379

Executive

Director

9

9

YES

3 Nil Nil Nil

Manoj

Kumar

Pandit*

01630651

Non-

Executive

Independe

nt

Director

9

9

YES

3 Nil Nil Nil

• Resigned with effect from 15th May 2014

Code of Conduct

The company has adopted Code of Conduct for all Employees and has received compliance from

them for the year ended 31st March 2013. The Codes are available on the Company’s Website. The

Code is named as Code of Conduct for The Board of Directors and Senior Management and is framed

in terms of Clause 49 of the Listing Agreement with the Stock Exchanges.

3. Audit Committee

The Audit Committee of the Company is constituted as per the provisions of Clause 49 of the Listing

Agreement with Stock Exchanges read with Section 292A of the Companies Act, 1956. The

committee comprises: 1 Executive director and 2 Non- Executive directors.

The Audit Committee held discussions with the Statutory Auditor regarding the Company’s accounts,

its internal control systems and reviewed the reports of Statutory Auditor.

The company secretary acts as secretary of audit committee. The Minutes are submitted to the Board

of Directors for reference.

Composition of audit committee as on 15th March 2014 is as under :


30

�

Name of the

Director

Category

Dilip Kumar Shaw Chairman & Non-Executive Independent Director

Rakesh Kumar Mishra Member & Executive Director

Suman Pal Member & Non-Executive Independent Director

The member of the Audit Committee has requisite financial, legal & management expertise. The

chairman of Audit Committee briefs the Board about deliberations at the Audit Committee meetings.

4. Shareholder/Investor Grievance Committee

The Board has constituted this Committee for redressal of complaints made by Investors. The

company secretary is secretary of committee. The composition of the Committee as on 15h May 2014

is as under

Name of the Director Category

Suman Pal Chairman & Non-Executive Independent Director

Rakesh Kumar Mishra Member & Executive Director

Dilip Kumar Shaw Member & Non-Executive Independent Director

5. Remuneration Committee

Setting up of remuneration committee is non-mandatory as per clause 49. The remuneration

committee of the company determines the remuneration payable to Executive Director.

The company secretary is secretary of the committee.

The composition of remuneration committee as on 15th May 2014 is as under :

Name of the Director Category

Dilip Kumar Shaw Chairman & Non-Executive Independent Director

Suman Pal Member & Non-Executive Independent Director


31

�

6. Disclosures

• The Company has not entered into any transaction of material nature with any related party as

described under the listing agreement entered into with the stock exchange that may have

potential conflict with the interests of the Company at large.

• There was no significant instance of non-compliance on any matter in respect of which

penalties was imposed by the Stock Exchange or SEBI or any other statutory authority during

the last three years.) or any other statutory authority on any matters related to capital markets.

• Non-mandatory requirements of corporate governance have not been adopted.

7. General Shareholder Information

a. Date of AGM: The AGM was held on 24th

day of August, 2013 at 11:30 A.M at the

registered office of the Company situated at 34, C.R. Avenue 1st Floor, Cabin No.2, Kolkata-

700012

b. Dividend payment date: Not applicable since no dividend has been proposed/declared.

c. Name of the Stock Exchange where listed: The Calcutta Stock Exchange Ltd, Scrip Code:

33045

d. Stock Market Data: In absence of regular trading, stock market data are not available on

regular basis.

e. Distribution of shareholding (by size) as on December 31, 2013

Particulars Shareholders Equity shares

Number % of total Number % of total

Up to 50000 476 94.64 1,45,900 4.45

50001 to 100000 17 3.38 1,222,100 37.26

100001 to 150000 2 .39 2,32,000 7.07

150001 to 200000 0 0 0 0

200001 & 250000 8 1.59 16,80,000 51.22

250001 & Above 0 0 0 0

Total 503 100% 32,80,000 100%

The Company has paid annual Listing Fees to Calcutta stock Exchange.

Registrar & Share Transfer Agent:

M/s MAHESHWARI DATAMATICS PVT LTD

6, Mango lane, 2nd Floor

Kolkata-700001

Ph. No. 22435029/5809

Email: [email protected]

ISIN No. in NSDL and CDSL for equity shares: The Company has got connectivity with both

NSDL and CDSL. The ISIN No. is INE114O01012.


32

�

Address for Correspondence:

Worth Investment & Trading Co. Limited

34,C.R.AVENUE,

1st FLOOR Cabin No.2, Kolkata-700013

Tele Fax: 033- 32632021

Email: [email protected]



33

�

MANAGEMENT DISCUSSION AND ANALYSIS

Business Environment

Industry Overview, Risks and Concerns

Worth Investment & Trading Limited is registered as Non- Banking Financial Company (NBFC) with

Reserve Bank of India and is mainly engaged in financing and investments as its principal business. It

also Invest in equities through the secondary markets and in debt instruments of varying maturities

through mutual funds. In addition, Worth also looks for investment opportunities where it can acquire

a strategic stake into other business.

Performance review

The management is pleased to report that company’s business plan is progressing as per the

management’s satisfaction. Details shall be made at the appropriate time.

Regulatory

The Reserve Bank of India (RBI) has been continually strengthening the supervisory framework from

NBFCs in order to ensure sound and healthy functioning and avoid excessive risk taking. In

furtherance of these objectives, RBI issued new guidelines during past years:

1. Know your customer guidelines- Anti Money laundering Standards

2. Guidelines on classification, monitoring and reporting of frauds

3. Guidelines on Securitisation of Standards Assets

Cautionary Note

Certain statements in “Management Discussions and Analysis” section may be forward looking and

are stated as required by law and regulations. Many factors, both external and internal, may affect

the actual results which could be different from what the Directors envisage in terms of performance

and outlook.


34

�

SECTION VI - FINANCIAL INFORMATION

INDEPENDENT AUDITORS' REPORT

To The Members

Worth Investment & Trading Co. Ltd

Report on the Financial Statements

We have audited the accompanying financial statements of Worth Investment & Trading Co. Ltd,

which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and

Cash Flow Statement for the year then ended, and a summary of significant accounting policies and

other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair

view of the financial position, financial performance and cash flows of the Company in accordance

with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act,

1956. This responsibility includes the design, implementation and maintenance of internal control

relevant to the preparation and presentation of the financial statements that give a true and fair view

and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We

conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered

Accountants of India. Those Standards require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free from

material misstatement. An audit involves performing procedures to obtain audit evidence about the

amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s

judgment, including the assessment of the risks of material misstatement of the financial statements,

whether due to fraud or error. In making those risk assessments, the auditor considers internal control

relevant to the Company’s preparation and fair presentation of the financial statements in order to

design audit procedures that are appropriate in the circumstances. An audit also includes evaluating

the appropriateness of accounting policies used and the reasonableness of the accounting estimates

made by management, as well as evaluating the overall presentation of the financial statements. We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our audit opinion.


35

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Opinion

In our opinion and to the best of our information and according to the explanations given to us, the

financial statements give the information required by the Act in the manner so required and give a true

and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) In the case of the statement of Profit and Loss, of the Profit for the year ended on that date;

and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government

of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a

statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the

Company so far as appears from our examination of those books and proper returns

adequate for the purposes of our audit have been received from branches not visited by

us;

c. The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by

this Report are in agreement with the books of account and with the returns received from

branches not visited by us;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement

comply with the Accounting Standards referred to in subsection (3C) of section 211 of the

Companies Act, 1956;

e. On the basis of written representations received from the directors as on March 31, 2013,

and taken on record by the Board of Directors, none of the directors is disqualified as on

March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section

(1) of section 274 of the Companies Act, 1956.

For MAROTI & ASSOCIATES

Chartered Accountants

M. K. MAROTI

(Proprietor)

Date: May 30, 2013 (M.NO:057073)

Place: Kolkata (FIRM REG NO: 322770E)


36

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ANNEXURES TO THE INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 3 of our Report of even date on the Accounts for the year ended on

31.03.2013

1. The company did not possess any fixed assets during the year. Therefore, provisions of clauses

4(i)(a) to 4(i)(c) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the

company.

2. The company did not possess any inventories during the year. Therefore, provisions of clauses

4(ii)(a) to 4(ii)(c) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the

company.

3. a) The Company has not granted unsecured loans to parties covered in the Register maintained

under Sec 301 of the Companies Act. Hence clause 4 (III) (b) (c) and (d) are not applicable.

b) The Company has not taken unsecured Loan from Party covered in the Register maintained

under Sec 301 of the Act Hence clause 4(III) (f) and (g) are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate

internal control procedures commensurate with the size of the Company and the nature of its

business. Further on the basis of our examinations and according to the information and

explanations given to us we have neither come across nor have we been informed of any instance

of major weakness in the aforesaid internal control systems.

5. a) In our opinion and according to the information and explanations given to us we are of the

opinion that the transactions in which Directors are interested as contemplated under Sec 299 of

the Companies Act, 1956 and which required to be so entered in the register maintained under Sec

301 of the said Act, have been so entered.

b) In our opinion and according to the information and explanations given to us the Company

has not entered into any transaction made in pursuance of contracts or arrangements entered in

the Register maintained under Sec 301 of the Companies Act 1956 exceeding Rs 5,00,000 / or

more in respect of any party . Accordingly Paragraph (V) (b) of the order is not applicable.

6. The Company has not accepted any deposits from the public. In our opinion and according to the

information and explanations given to us the directives issued by the Reserve Bank of India and

the provisions of sections 58A, 58AA or any other relevant provisions of the Act and the rules

framed there under, to the extent applicable have been complied with.

7. In our opinion, the company has an internal audit system commensurate with the size and nature

of its business.

8. According to the information and explanations given to us, the Central Government has not

prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of

the Companies Act, 1956 in respect of services carried out by the Company.

9. a) According to the records examined by us, the company is regular in depositing with appropriate

authorities undisputed Income Tax Wealth Tax, Service Tax, Cess and other statutory dues

applicable to it.

As informed to us provisions relating to Custom Duty, Excise Duty, Investor Education

Protection Fund, Provident Fund, Employees State Insurance, Sales Tax, are not applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in

respect of Income Tax Wealth Tax, Service Tax, Cess and other statutory dues were outstanding

at the year end for a period of more than Six Months from the date they became payable.


37

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As informed to us provisions relating to Custom Duty, Excise Duty, Investor Education

Protection Fund, Provident Fund, Employees State Insurance, Sales Tax, are not applicable to it.

10. The Company does not have any accumulated losses at the end of the Financial Year. Further it

has not incurred any cash losses during the financial year ended on that date and in the

immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the

management, the company has not defaulted in repayment of dues to financial institutions or

bank. There were no outstanding debentures during the year.

12. According to the information and explanations given to us and based on the documents and

records produced to us, the company has not granted loans and advances on the basis of security

by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore,

the provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 are not

applicable to the Company.

14. In respect of dealing / trading in shares in our opinion and according to the information and

explanations given to us proper records have been maintained of the transactions and contracts

and timely entries have been made therein in. The shares have been held by the Company in its

own name.

15. According to the information and explanations given to us, the company has not given any

guarantee for loans taken by others from bank or financial institutions.

16. The Company has not obtained any term loans. Accordingly clause 4(xvi) of the Order is not

applicable.

17. According to the information and explanations given to us and on the basis of an overall

examination of the balance sheet of the Company, we report that the Company has not utilized

any funds raised on short term basis for long term investments.

18. The Company has not made any preferential allotment of shares to parties and companies covered

in the register maintained under section301 of the Act. Accordingly, clause 4(xviii) of the order is

not applicable.

19. The Company did not have any outstanding debentures during the year. Accordingly, clause

4(xix) of the order is not applicable.

20. The Company has not raised any money by public issues during the year. Accordingly, clause

4(xx) of the order is not applicable.

21. Based upon audit procedures performed for the purposes of reporting the true and fair view of the

financial statements and as per the information and explanation given by the management, we

report that no fraud on or by the company has been noticed or reported by the management during

the year under audit.

For MAROTI & ASSOCIATES

Chartered Accountants

M. K. MAROTI

(Proprietor)

Date: May 30, 2013 (M.NO:057073)

Place: Kolkata (FIRM REG NO: 322770E)


38

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FINANCIAL STATEMENTS

Balance Sheet As At 31st March, 2013

(Figures in Rs.)

Particulars Note As at 31st March, 2013 As at 31st March, 2012

EQUITY & LIABILITIES

Shareholders' Funds

(a) Share Capital 2 1,60,00,000 20,00,000

(b) Reserves & Surplus 3 37,96,739 1,97,96,739 1,75,57,059 1,95,57,059

Current Liabilities

(a) Trade Payables 4 75,22,472 22,060

(b) Other Current Liabilities 5 - 1,00,000

(c) Short-term Provisions 6 42,015 75,64,487 - 1,22,060

TOTAL 2,73,61,226 1,96,79,119

ASSETS

Non-Current Assets

(a) Non-Current Investments 7 11,00,000 1,81,00,000

(b) Other Non-current Assets 8 85,655 11,85,655 - 1,81,00,000

Current Assets

(a) Trade receivables 9 80,62,500 7,50,385

(b) Cash and Cash equivalents 10 6,83,561 6,81,534

(c) Short-term Loans and

Advances

11 1,74,00,958 1,47,200

(d) Other Current Assets 12 28,522 2,61,75,571 - 15,79,119

TOTAL 2,73,61,226 1,96,79,119

Significant Accounting Policies 1

Notes to Accounts 20


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Statement of Profit and Loss for the year ended 31st March 2013

(Figures in Rs.)

Particulars Note Year ended Year ended

31st March, 2013 31st March, 2012

I. Revenue from Operations

Sale of Shares 8,223,715 39,524

Other Operating Revenue 13 834,110 749,258

II. Other Income 14 1,300 554,135

III. Total Revenue (I + II) 9,059,125 1,342,917

IV. Expenses:

(a) Purchase of Shares 83,63,583 -

(b) Changes In Inventories Of Stock In

Trade 15 - 111,604

(c) Employee Benefits Expense 16 50,000 -

(d) Other expenses 17 2,66,120 146,506

Total expenses 8,679,703 258,110

V.

Profit before Exceptional Items and Tax (III

- IV)

3,79,422

1,084,807

VI. Exceptional Items 18 - 795,349

VII.

Profit before Tax (V - VI)

3,79,422

2,89,458

X.

Tax Expenses

(a) Current Tax 139,742 261,927

(b) Deferred Tax - -

XV. Profit/(Loss) for the Period (VII - VIII) 239,680 27,531

XVI.

Earning per Equity Share ( nominal value

of share Rs.10/- each) 19

(a) Basic 0.74 0.14

(b) Diluted 0.74 0.14

Significant Accounting Policies 1

Notes to Accounts 20


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Cash Flow Statement for the year ended 31st March 2013

(Figures in Rs.)

Particulars Year ended

31st March, 2013 31st March, 2012

Cash flow from operating activities

Profit before tax 3,79,422 2,89,458

Adjustments for: - -

Less: (Profit)/Loss on sale of investments - 3,16,194

Add: Contingency provision for standard assets 42,015 -

Add: Preliminary expenses written off 28,552 -

Operating profit before working capital changes 4,49,989 6,05,652

Movements in working capital : - -

(Increase)/ decrease in inventories - 1,11,604

(Increase)/ decrease in short term loans & advances (1,73,11,124) -

(Increase)/decrease in trade receivables (73,12,115) (7,50,385)

Increase/(decrease) in trade payables 75,00,412 16,536

Increase/ (decrease) in advances and other liabilities (1,00,000) 1,00,000

Cash generated from / (used in) operations (1,67,72,838) 83,407

Direct taxes paid/Adjusted (net of refunds) (82,376) -

Net Cash flow from / (used in) operating activities (A) (1,68,55,214) 83,407

Cash flow from investing activities - -

Proceeds from sale/ (purchase) of non-current investments

(Net) 1,70,00,000 (9,44,625)

Profit/(Loss) on sale of investments - -

Net Cash flow from / (used in) investing activities (B) - (3,16,194)

Cash flow from / (used in) financing activities 1,70,00,000 (12,60,819)

Preliminary Expenses (1,42,759) -


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Net Cash flow from / (used in) financing activities (c) (1,42,759) -

Net increase/(decrease) in cash and cash equivalents

(A+B+C) 2,027 (11,77,412)

Cash and cash equivalents at the beginning of the year 6,81,534 18,58,946

Cash and cash equivalents at the end of the year 683,561 681,534

As per our report of even date

For MAROTI & ASSOCIATES For and on behalf of the Board

Firm Registration No.: 322770E Dilip Kr Shaw

Chartered Accountants Director

Rakesh Kr Mishra

Director

M. K. MAROTI Proprietor

M. No. 057073

9/12, Lal Bazar Street, "E" Block, 3rd Floor

Room No.2, Kolkata - 700 001

Dated : The 30th day of May, 2013


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Notes to the financial statements for the year ended 31st March, 2013

1. Significant Accounting Policies

1.1 Basis of Preparation of Financial Statements

The Financial Statements have been prepared in confirmity with generally accepted accounting

principles to comply with the notified accounting standards under the Companies (Accounting

Standard) Rules, 2006 and the guidelines issued by the Reserve Bank of India as applicable to a

Non-banking Finance Company. The financial statements have been prepared under the historical

cost convention and in accordance with the provisions of the Companies Act, 1956.

1.2 Revenue Recognistion

Income and expenditure are accounted for on accrual basis . Interest income is recognized on a

time proportion basis taking into account the amount outstanding and the rate applicable. Dividend

income is recognized when the shareholder’s right to receive payment is established by the balance

sheet date.

1.3 Investments

Long-term Investments are carried at acquisition cost. Investments intended to be held for less than

one year are classified as 'Current Investments' and carried at lower of cost and net realizable

value. Provision for diminution in value is made if the decline in value is other than temporary in

nature in the opinion of the management.

1.4 Taxes on Income

Provision for Income Tax is made on the basis of estimated taxable income for the period at

current rates. Tax expense comprises both Current Tax and Deferred Tax at the applicable

enacted or substantively enacted rates. Current Tax represents the amount of Income Tax

payable/ recoverable in respect of taxable income/ loss for the reporting period. Deferred Tax

represents the effect of timing difference between taxable income and accounting income for the

reporting period that originates in one year and are capable of reversal in one or more subsequent

years.

1.5 Provisions, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognised when there

is a present obligation as a result of past events and it is probable that there will be an outflow of

resources. Contingent Liabilities are not recognised but are disclosed in the Notes. Contingent

Assets are neither recognised nor disclosed in the financial statements.

1.6 Inventories

Inventories of shares are valued at cost computed on FIFO Basis or fair value, which ever is lower.


43

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1.7 Provisions, Contingent Liabilities and Contingent Assets

(A) Earnings per share is calculated by dividing the net profit or loss for the year attributable to

equity shareholders, by the weighted average number of equity shares outstanding during the

year.

(B) For the purpose of calculating diluted earnings per share, the net profit or loss for the year

attributable to equity shareholders and weighted average number of shares outstanding during the

year is adjusted for the effects of all dilutive potential equity shares.

2. Share Capital

a) Capital Structure 31 March, 2013

Rs.

31 March, 2012

Rs.

Authorised

16,00,000 Equity Shares of Rs. 10/- each 16,000,000 2,000,000

(Previous year - 2,00,000 Equity Shares of Rs. 10/- each.)

TOTAL 16,000,000 2,000,000

Issued, Subscribed and Fully Paid Up

16,00,000 Equity Shares of Rs. 10/- each. 16,000,000 2,000,000

Previous year - 2,00,000 Equity Shares of Rs. 10/- each.)

TOTAL 16,000,000 2,000,000

b) 14,00,000 Shares were alloted as Fully Paid-up Bonus Shares in the ratio of 7:1 by way of

capitalisation of Reserves.

c) Share Capital Reconciliation

Equity Shares 31 March 2013 31 March 2012

Nos. Amount Nos. Amount

Opening balance 200,000 2,000,000 200,000

2,000,000

Issued during the period 1,400,000 14,000,000 - -

Closing Balance 16,000,000 16,000,000 200,000

2,000,000

e) Particulars of Equity Shareholders holding more than 5% Shares at Balance Sheet date

Name of Shareholder 31 March 2013 31 March 2012

No. of shares % holding No. of shares % holding

Sankalp Vintrade Pvt Ltd 116,000 7.25% 14,500 7.25%

Mudra Dealtrade Pvt Ltd 116,000 7.25% 14,500 7.25%


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f) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 10/- each. Each

holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of

Directors, if any, is subject to the approval of the shareholders in the subsequent Annual General

Meeting. In the event of liquidation of the Company, the holder of equity shares will be entitled

to receive remaining assets of the Company after distributions of all preferential amount. The

distributions will be in proportion to the number of equity shares held by the shareholders; and

any other right as the Memorandum and Articles of Association of the Company may prescribe

in relation to the aforesaid equity shares of the Company.

3. Reserves & Surplus

31 March, 2013

Rs.

31 March, 2012

Rs.

General Reserve

Opening Balance 14,500,000 14,500,000

Less: Utilized during the year for bonus shares 14,000,000 -

Closing Balance 500,000 14,500,000

Statutory Reserve Fund

Opening Balance 3,399,506 -

Add: Transferred during the year 48,000 5,506

Add: Transferred for earlier year - 3,394,000

Balance c/f 3,447,506 3,399,506

Surplus/(Deficit) in the Statement of Profit & Loss

Opening balance (342,447) 3,029,528

Add: Profit/(Loss) for the year 239,680 27,531

Less: Transfer to Reserve Fund during the year 48,000 5,506

Less: Transfer to Reserve Fund for earlier year - 3,394,000

Net Surplus/(Deficit) at the end of the year (150,767) (342,447)

Total Reserves & Surplus 3,796,739 17,557,059

4. Trade Payables

Sundry Creditors 7,500,000 22,060

Other Advances 22,472 -

7,522,472 22,060


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5. Other Current Liabilities

Other Advances - 100,000

- 100,000

6. Short-term Provisions

Contingent Provision for Standard Assets 42,015 -

42,015 -

7. Non-Current Investments

Face

Value

31 March 2013 31 March 2012

Qty. Amount

(Rs)

Qty. Amount (Rs)

Other Investments

(a) Investments in

Equity Instruments

(Unquoted at cost)

Evergrow Dealmark

Pvt. Ltd.

10 - - 3,500 3,500,000

Grade vintrade Pvt.

Ltd.

10 - - 3,500 3,500,000

Leisure Vincom Pvt.

Ltd.

10 - - 6,500 6,500,000

Crystal Dealmark

Pvt. Ltd

10 1,100 1,100,000 4,600 4,600,000

Total of Non-Current

Investments

1,100,000 18,100,000

Details of Non-Current

Investments

Aggregate of Unquoted

Investments

1,100,000 18,100,000

8. Other Non-current Assets

31 March, 2013

Rs.

31 March, 2012

Rs

Preliminary Expenses 85,655 -

85,655 -


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9. Trade Receivables

(Unsecured, considered good)

31 March, 2013

Rs.

31 March, 2012

Rs

Over six months - -

Others 8,062,500 750,385

8,062,500 750,385

10. Cash and Cash Equivalents

31 March, 2013

Rs.

31 March, 2012

Rs

Balances with Banks in Current Account 182,147 565,435

Cash on hand 501,415 116,099

683,561 681,534

11. Short-term Loans and Advances (Unsecured, considered good)

31 March, 2013

Rs.

31 March, 2012

Rs

Loans and advances to

Related Parties - -

Others 17,311,124 -

Others

Balance with Income Tax Authorities (net of provisions) 89,834 147,200

17,400,958 147,200

12. Other Current Assets

Preliminary Expenses 28,552 -

28,552 -

13. Other Operating Revenue

Profit/(Loss) from intraday trading of shares - (1,127)

Interest on Loan 834,110 -

Income from share dealings - 750,385

834,110 749,258


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14. Other Income

Net gain/(loss) on sale of current Investments - 479,155

Dividend income 1,300 74,980

1,300 554,135

15. Changes in Inventories of Stock in Trade

Closing Stock - -

Less : Opening Stock Shares - 111,604

-

111,604

16. Employee Benefits Expense

Salaries to Staff 50,000 -

50,000 -

17. Other Expenses

Advertisement expenses - 9,848

Auditors' Remuneration

A Audit Fees 22,472 22,060

B Certification & other matters 412 -

Bank Charges 1,211 441

CDSL Charges 22,472 -

Contingent provision for sundry assets 42,015 -

Demat Charges 2,024 789

Filing Fees 8,500 12,180

Legal Charges 13,483 57,155

NSDL Expenses 22,472 -

Director's Sitting fees 15,000 -

Processing Fees for NSDL & CDSL 6,742

Proffessional Fees 7,500 2,759

Postage and Courier charges 3,900 25

Preliminary Expenses Written Off 28,552 -

Printing & Stationery expenses 29,375 2,932

General Expenses 38,460 550

Rates & Taxes - 2,500

Listing Fees - 11,581

Rent - 12,000

Security Transaction Tax 1,023 10,074

Share Transaction Charges 507 1,612

266,120 146,506


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18. Exceptional Items (Net)

Loss on sale of non-current Investments - 795,349

- 795,349

19. Earnings per share (EPS)

The following reflects the profit and share data used in the basic and diluted EPS computations:

2012-13 2011-12

Net Profit / (Loss) attributable to equity

shareholders

239,680 27,531

Weighted average number of equity shares in

calculating EPS 322,740 200,000

Nominal value of Equity Shares 10 10

Basic & Diluted EPS 0.74 0.14

20. Notes to Accounts:

a) Segment Reporting

The Company is predominantly engaged in the business of financial activities and is a 'Single

Segment' Company.

b) Related Party Disclosures

As per Accounting Standard 18 ‘Related Party Disclosures’, the disclosure of transactions with

related parties are given below:

(i) Names of the related parties and description of relationship

1 Key Management Personnel (KMP):

Shri Rakesh Kumar Mishra (w.e.f. 18/07/2011)

Shri Manoj Kumar Pandit (w.e.f. 01/06/2011)

Shri Dilip Kumar Shaw (w.e.f. 01/03/2011)

(ii) Related Party Transactions during the year:

There was no Related party transaction during the year to see disclose in term of AS - 18.

Key Management Personnel 31.03.2013 31.03.2012

1 Director's Sitting Fees 15,000 -

c) Accounting for Taxes on Income

As availability of future taxable income is not certain, on consideration of prudence, provision

for deferred tax assets is not made in term of AS 22, Accounting for Taxes on Income.

d) Details of dues to micro and small enterprises as defined under the MSMED Act,2006

On the basis of information available with the Company under the Micro, Small and Medium

Enterprises Development Act, 2006, there are no Enterprises to whom the Company owes dues

which are outstanding at year end. This has been relied upon by the Auditors.


49

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e) Particulars as required in terms of Paragraph 13 of Non-Banking Financial (Non-Deposit

Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 are given

by way of an Annexure to the financial statements.

f) Previous year figures have been recast/reclassified wherever appropriate to confirm to current

year's presentation as per revised Schedule VI notified under the Companies Act, 1956.

g) All the figures in these notes are in 'Rs' except otherwise stated.

For MAROTI & ASSOCIATES For and on behalf of the Board

Firm Registration No.: 322770E Dilip Kr Shaw

Chartered Accountants Director

Rakesh Kr Mishra

Director

M. K. MAROTI

Proprietor

M. No. 057073

9/12, Lal Bazar Street, "E" Block, 3rd Floor

Room No.2, Kolkata - 700 001

Dated : The 30th day of May, 2013


50

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Financial Results for the Quarter Ended December 31, 2013

(Rs. In Lacs)

Sr.

No.

Particulars

Quarter Ended

9 months ended Year

Ended

30.12.2013 (Unaudited)





31.03.2013 (Audited)

1 Income from

Operations

(a) Net Sales 119.94 151.50 - 473.94 - 82.24

(b) Other Operating

Income 2.39 - 3.55 2.39 5.89 8.34

(c) Other Income - - - - - -

Total Income from

Operations (Net) 122.33 151.50 3.55 476.33 5.89 90.58

2 Expenses

(a) Increase/ (Decrease)

in stock in trade - - - - - -

(b ) Purchase of traded

goods 118.75 150.00 - 468.75 - 83.64

(c) Staff Cost - - 0.90 - 0.50 0.50

(d) Depreciation - - - - - -

(e) Other Expenses 0.46 0.31 0.28 3.47 - 2.66

Total Expenses 119.21 150.31 1.18 472.22 0.50 86.80

3 Profit/(Loss) from

operations before other

income, finance costs

and exceptional Items

(1-2) 3.12 1.19 2.37 4.11 5.39 3.78

4 Other Income - - - - - 0.01


ordinary activities

before finance Cost and

exceptional items (3 +

4) 3.12 1.19 2.37 4.11 5.39 3.79

6 Finance Costs

-

-

-

-

-

-


ordinary activities after

finance Cost but before

exceptional Items (5+6) 3.12 1.19 2.37 4.11 5.39 3.79

8 Exceptional Items

-

-

-

-

-

-

9 Profit/(loss) from

Ordinary Activities

before Tax (7+8) 3.12 1.19 2.37 4.11 5.39 3.79


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10 Tax Expenses

-

-

-

-

-

1.40

11 Net Profit/(Loss) from

Ordinary Activities

after Tax (9-10) 3.12 1.19 2.37 4.11 5.39 2.39

12 Extra-Ordinary Items

(net of tax expenses)

-

-

-

- - -

13

Net Profit/(Loss) for

the period (11-12) 3.12 1.19 2.37 4.11 5.39 2.39

14

Paid Up Equity Share

Capital (Face Value Rs

10/-) 328.80 160.00 20.00 328.80 20.00 160.00

15

Reserves excluding

Revaluation Reserve as

per Balance Sheet of

Previous Accounting

Year - - - - - 37.97

16

Earnings per Share

(EPS) (In Rs.)

(a) Basic and diluted

EPS before

Extraordinary Items 0.10 0.07 1.19 0.13 2.70 0.15

(b) Basic and diluted

EPS after

Extraordinary Items 0.10 0.07 1.19 0.13 2.70 0.15


52

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PART- II

A

PARTICULARS OF

SHAREHOLDING

1 Public Shareholding

- Number of Shares 30,48,000 13,68,000 1,71,000 30,48,000 1,71,000 13,68,000

- Percentage of

Shareholding 92.93 85.50 85.50 92.93 85.50 85.50

2

Promoters and Promoter

Group Shareholding

a) Pledged / Encumbered

- Number of Shares - - - - - -

- Percentage of Shares

(as a % of the total - - - - - -

Shareholding of

Promoter & Promoter

group)


(as a % of the total - - - - - -

Share Capital of the

Company)

b) Non – encumbered

- Number of Shares 2,32,000 2,32,000 29,000 2,32,000 29,000 2,32,000


(as a % of the total 100 100 100 100 100 100

Shareholding of

Promoter & Promoter

group)


(as a % of the total 7.07 14.50 14.50 7.07 14.50 14.50

Share Capital of the

Company)

B

INVESTORS

COMPLAINTS

Pending at the beginning

of the quarter Nil Nil Nil Nil Nil Nil

Received during the

quarter Nil Nil Nil Nil Nil Nil

Disposed of during the

quarter Nil Nil Nil Nil Nil Nil

Remaining unresolved at

the end of the quarter Nil Nil Nil Nil Nil Nil

Notes:

1. The above un-audited financial results were reviewed by Audit committee and taken on

record by the Board at their respective meetings held on 24/1/2014.The above results have

undergone to limited review by the statutory auditors of the Company.

2. 16,80,000 numbers of Equity Shares have been issued during the quarter under review on

preferential basis.


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3. The Company has only one reportable segment and hence Accounting Standard AS -17

"Segment Reporting" issued by The Institute of Chartered Accountants of India (ICAI) is not

applicable.

4. Previous period's figures have been regrouped/rearranged wherever necessary.

Place : Kolkata By order of the Board

Dated : 24/01/2014 For Worth Investment & Trading Co. Ltd.

Sd/-

(Director)


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SECTION VII - OUTSTANDING LITIGATIONS

There are no outstanding or pending litigation, suit, criminal or civil prosecution, proceeding or tax

liabilities against our Company that would have a material adverse effect on our business and there

are no defaults, non-payment or overdue of statutory dues, institutional/ bank dues or dues payable to

holders of debentures, bonds and fixed deposits and arrears of preference shares (irrespective of

whether they are specified under Part I of Schedule XIII of the Act), that would have a material

adverse effect on our business.


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SECTION VIII

MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

1. Save as otherwise reproduced herein the regulations contained in the Table “A” in the forst

schedule to the Act shall not apply to the Company.

SHARE CAPITAL

6. The Share Capital of the company is as specified in clause 5 of the Memorandum of Association of

the Company.

14. The Company has power from time to time

INCREASE IN SHARE CAPITAL

The Company may, by ordinary resolution, –

i. Consolidate and divide all or any of its share capital into shares of larger amount than its existing

shares;

ii. Sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the

memorandum, subject, nevertheless, to the provisions of clause (d) of sub-section (1) of section 94 of

the Act;

iii. Cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed

to be taken by any person:

iv. Convert all or any of its fully paid up shares into stock & reconvert that stock into fully paid up

shares of any denomination.

REDUCTION IN SHARE CAPITAL 15. As per the provisions of the Company Act The company may from time to time by special

resolution reduce in any manner and with and subject to any incidental authorization and consent

required by law -

-its share capital;

-any capital redemption reserve account; or

-any securities premium account.

SURRENDER OF SHARES.

v. Subject to the provisions of Section 100 to 105 inclusive of the Act, the Board may accept from any

member the Surrender on such terms and conditions as shall be agreed of all or any of his shares.

REDEEMABLE PREFERENCE SHARES

5. Subject to the provisions of section 80, any preference shares may, with the sanction of an ordinary

resolution, be issued on the terms that they are, or at the option of the Company are liable, to be

redeemed on such terms and in such manner as the Company before the issue of the shares may

determine.


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CALLS ON SHARES

21. The Board may, from time to time, by a resolution passed in board meeting and subject to terms

on which any such shares have been issued and subject to the provision of section 91 of the act, make

such calls as they think fit upon the members in respect of all moneys unpaid on their shares held

by them respectively and not by the conditions of allotment thereof made payable at fixed times and

each member shall pay the amount of every call so made on him to the person and at the time and

places appointed by directors. A call may be made payable by instalments.

22. A call shall be deemed to have been made at the time when the resolution of the Board authorizing

the call was passed.

23. Not less than 14 (fourteen) days notice of any call shall be given specifying the time and place of

payment and to whom such call shall be paid.

24(i). If the sum payable in respect of any call or instalment be not paid on or before the day

appointed for the payment thereof, the holder for the time being of the share in respect of which the

calls shall have been made or the instalment shall be due, shall pay interest for the same @ 12% Per

Annum from the day appointed for the payment thereof to the time & actual payment or at such other

rate as the Director may determine.

24(ii). The Board shall be at liberty to waive payment of any such interest wholly or in part.

25. If by this conditions of allotment of any shares, the whole or part of the amount of issue price

thereof shall be payable by instalments, every such amount or issue price, or instalment thereof shall

be payable as if it were a call duly made by the directors and of which due notice had been given and

all the provisions contained herein shall relate to such amount or instalment accordingly.

27. The Board may, if it thinks fit, receive from any member willing to advance the same, all or any

part of the moneys due, uncalled and unpaid upon any shares held by him; and upon all or any of the

moneys so advanced, may (until the same would, but for such advance, become presently payable)

pay interest at such rate, as may be agreed upon between the Board and the member paying the sum in

advance. Money so paid in excess shall not rank for dividend or confer right to participate in profits

until appropriated towards satisfaction of any cause & shall be treated as a loan to company and not as

a part of capital and shall be repayable at any time if Directors so decide.

29. A call may be revoked or postponed at the discretion of the Board.

Members who are registered jointly in respect of a share shall be severally as well as jointly liable for

the payments of all instalments and calls due in respect of such shares.

FORFIETURE AND LIEN ON SHARES

30. If any member fails to pay any call or instalments on or before the day appointed for the payment

of the same, the Directors may at any time thereafter, during such time as the call or instalment

remains unpaid, serve a notice, on such member requiring him to pay the same, together with any

interest, that may have accrued and all the expenses that may have been incurred by the Company, by

the reasons of such non-payment.

32. If the requisitions of any such notice as aforesaid be not complied with, any shares in respect of

which such notice has been given may, at any time thereafter, before the payment of all calls or

instalments, interests and expenses, due in respect thereof, be Forfeited by resolution of the Board to


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that effect. Such forfeiture shall include all Dividends declared in respect of forfeited shares and not

actually paid before the forfeiture.

TRANSFER OF SHARES

46. Save as provided in section 108 of the Act, no transfer of a share shall be registered unless a

proper instrument of transfer duly stamped and executed by or on behalf of the transferor has been

delivered to the company together with the certificate or if no such certificate is in existence the letter

of Allotment of the shares. The instrument of transfer of any share shall specify the name, address and

occupation (if any) both of the transferor and of the transferee and the transferor shall be deemed to

remain member in respect of such share until the name of the transferee is entered in the Register in

respect thereof: each signature to such transfer shall be duly attested by the signature of one witness

who shall add his address and occupation.

The Transferor shall however, be deemed to remain the holder of such shares or debentures,

until the name of the Transferee is entered in the register in respect thereof. Provided that, where on

application in writing made to the company by the Transferee and bearing the stamp required for the

instrument of transfer it is proved to the satisfaction of the Board that the instrument of transfer signed

by or on behalf of both the Transferor and Transferee has been lost, the Company may register the

Transfer on such terms as to indemnity as the Board may think fit. Provided further that, noting in this

clause shall prejudice any power of the company to register as shareholder or debenture holder any

person to whom the right to any such shares or debentures of the company has been transmitted by

the operation of law.

TRANSMISSION OF SHARES

20 (c). On the death of a member, the survivor or survivors where the member was a joint holder, and

his legal representatives or nominee where he was a sole holder, shall be the only persons recognized

by the Company as having any title to his interest in the shares.

59(1). If the person so becoming entitled under Transmission Article shall elect to be a registered

holder of the share himself he shall deliver or send to the Company a notice in writing signed by him

stating that he so elects.

59(2). If the person aforesaid shall elect to transfer the share, he shall testify his election by executing

an instrument of the share.

59(3). All the limitation, restrictions, and provisions of these Articles relating to the right to transfer

and the registration of instruments of transfer of share shall be applicable to any such notice or

transfer as aforesaid as if the death, lunacy, bankruptcy or insolvency of the member had not occurred

and notice or transfer were signed by the member.

The Board shall, in either case, have the same right to decline or suspend registration as it would have

had, if the deceased or insolvent member had transferred the share before his death or insolvency.

GENERAL MEETING

75. The Statutory Meeting of the Company shall, as required by section by section 165 of the act, be

held at such time not being less than one month not more than six months from the date at which the

company is entitled to commence the business and at such place as the board may determine, and the

board shall comply with the other requirements of that section as to the report to be submitted and

otherwise.

76. The company shall in addition to any other meeting, in each year hold a General meeting its

Annual General meeting in accordance with provisions of section 166 of the Act, within such

intervals as are specified in Section 166(1) and subject to the provisions of Section 166 (2) of the Act,


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at such time and place as may be determined by the board. Each such meeting shall be called as

Annual General Meeting and shall be specified as such in the notice concerning the same.

77. Any general meeting other than the annual general meeting shall be called extraordinary general

meeting The Board may whenever it thinks fit, call an extraordinary general meeting. Such meetings

may be called either at the discretion of the Board or on requisition of the shareholders as per the

provisions of section 169 of the Act.

MANAGEMENT

Subject to the provisions of the Act, the control of the Company shall be vested in the Directors who

may exercise all such powers of the Company as are not, the Act or any statutory modification thereof

for the time being in force or by these Articles required to be exercised by the Company in General

Meeting, subject nevertheless to such regulations, not inconsistent with aforesaid provision, as may be

prescribed by the company in General Meeting, but no such regulations shall invalidate any prior act

of the Directors which would have been valid if that regulation had not been made.

131. Subject to the provision in the preceding clause, the Director may from time to time delegate to

any Director or Directors or Committee of Directors any of such powers exercisable under these

presents by the Directors as they may think fit and may confer such powers for such time to be

exercised for such objects and purposes and upon such terms and conditions as they think fit and may

confer such from time to time revoke, withdraw, alter or vary all or any of such Powers.

101. Unless otherwise determined by the company in General Meeting, the number of Directors shall

not be less than three (3), and not more than twelve (12).

102. The persons hereinafter named shall become and be the first Directors of the Company,

1. Shri Jai Kishan Mohta

2. Shri Luxmi Kumar Mohta

3. Shri Jai Kishan Daga

104 (2). If at any time the company obtains any loans from any financial or other institutions or enters

into underwriting arrangements with such financial institutions or other persons ( hereafter referred to

as “Corporation”), and it is a term of such loan or underwriting arrangements that the Corporation

shall have the right to appoint one or more Directors to the Board of the Company, then subject to the

terms and condition of such loans or underwriting arrangements the Corporation shall be entitled to

appoint one or more Directors as the case may be, to the Board of Company, and to remove from

office any Director so appointed , and to appoint another who resigns or vacates otherwise. The

Director so appointed shall not be liable to retire by rotation of Director in accordance with the

provision of these Articles nor shall he or they be required to hold any qualification shares. Such

Director shall be referred to as “Ex-Officio Director or Directors” for the purpose of these Articles.

104 (3). In connection with any collaboration arrangement with any company or corporations or firms

or person for the supply of technical know-how, and /or machinery or technical advice, the Directors

may authorize such company, corporations, firm or person ( hereinafter in this clause referred to as

“Collaborator”) to appoint , from time to time, any person or persons as a Director or Directors of the

Company and may agree that such Director shall not be liable to retire by rotation and need not to

possess any qualification shares to qualify him for the office of such Director. However, such Director

shall hold office so long as such collaboration arrangements remain in force unless otherwise agreed

between Company and Collaborator.


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106. Unless otherwise determined by the company in General Meeting, it shall not be necessary for a

Director to hold any qualification shares.

107. Every Director shall be paid a fee of Rs 250/- or such other amount as may be determined by the

Board for every meeting of the Board or Committee thereof attended by him.

107. Without prejudice to the generality any of the foregoing Article, if any director, being willing

shall be called upon to perform extra or to make any special exertion in going or residing away from

the usual place of his residence for any of the purposes of the Company or in giving special attention

to the business of the company or as a member of a Committee of the Board then subject to section

198, 309(3), 310, 314 0f the Act, the Board may remunerate the Director so doing either by fixed sum

or by a percentage of profits or otherwise and such remuneration may be either in addition to or in

substitution for other remuneration to which he may be entitled.

The directors shall receive such remuneration for their services as may from time to time be

determined by the company in General Meeting.

107. In addition to the remuneration payable to the directors, the directors may be paid all travelling,

hotel and other expenses properly incurred by them.

(a) In attending and returning from meetings of the Board of Directors or any Committee

thereof.

(b) In connection with the business of the Company.

111. If any vacancy occurs in the Board of Directors it may be filled up in accordance with the

provisions of Section 283 of the Act. Any person chosen shall retain his office so long only as the

vacating Director would have retained the same if no vacancy had occurred. The continuing Directors

may act notwithstanding any vacancy in their body so long as the number fall below the minimum

above fixed and so long the number is below the minimum the Directors shall not act except for the

purpose of filling up such vacancies. Provided that any act done in good faith by a Director whose

office becomes vacant in pursuance to any of the provisions contained in section 283 of the Act shall

be valid unless prior to the doing of such act written notice has been served upon the Director or an

entry has been made in Director’s minute book stating that such Director has ceased to be a Director

of the Company.

112. The Board may appoint any person to act as alternate Director for a Director during the latter’s

absence for a period of not less than three (3) months from the State in which meeting of the Board

are ordinarily held and such appointee whilst he holds office as an alternate director, shall be entitled

to notice of meeting of the Board and to attend and vote thereat accordingly ; but he shall ipso facto

vacate office it, and when the absent Director returns to the state in which meetings of, the Board are

ordinarily held or the absent director vacates office as a Director. An Alternate Director shall also not

hold office as such for a period longer than that permissible to the original Director in whose place he

was appointed.

134. Save in those cases where a resolution is required by section 262, 292, 297, 299, 308, 316, 372,

and 386 of the Act, to be passed at a meeting of the Board, a resolution shall be valid and effectual as

if it has been passed at a meeting of Board or Committee of the Board, as the case may be, duly called

and constituted, if a draft hereof in writing is circulated, together with necessary papers, if any, to all

Director, or to all members of the Committee of the Board, as the case may be, then in India (not

being less in number than the quorum fixed for a meeting of Board or Committee, as the case may be)

and to all other Director or members of Committee at usual address in India and has been approved by

such of them as are then in India or by a Majority of such of them as are they in India or by a majority

of such of them as are entitled to vote the resolution.


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135. The Directors may, subject to the provisions of the Act, appoint one or more Directors to be

Managing Director(s), or whole time Director(s), or Director-in- charge of the Company for such

period and on such terms and with such power and with such remuneration (whether by way of salary,

or Commission or participation in profits or partly in one way and party in another), as they may

think fit, and remove or dismiss him or them from office and appoint another or others in his or their

place(s).

136. Subject to Provisions of the Act, in particular to the prohibitions and restrictions contained in

Section 292 thereof, the Board may, from time to time, entrust to and confer Upon a Managing

Director for the time being such of the powers, exercisable under these presents by the Directors as it

may think fit and may confer such powers for such time and to be exercised for such objects and

purposes and upon such restrictions as it thinks fit; and it may Confer such powers, either collaterally

with or to the exclusion of and in substitution for all or any of the powers of the Directors in that

behalf and may from time to time revoke, withdraw, alter or vary all or any of such powers.

138. A Managing Director shall, in addition to the remuneration payable to him as a Director of the

Company Under these articles, receive such additional remuneration as may from to time, be

sanctioned by the Board.

126. Subject to the provisions of Section 285 of the Act, the Board shall meet together at least once in

every three months and at least four such meetings shall be held in every year, subject to the forgoing,

the Board may adjourn and otherwise regulate its meetings and proceedings as it thinks fit. Notice in

writing of every meeting of the Board shall be given to every Director for the being in India, and at

his usual address in India.

SEAL

150. The Director shall provide a Common Seal for the purpose of the Company and shall have power

from time to time to destroy or alter the same and substitute a new Seal in lieu thereof.

152. The Company shall have a common seal and the Board shall provide for the safe custody of the

seal and shall determine the place and manner of use of such seal and confer the authority for its use

to such persons as they shall from time to time designate.

DIVIDEND

163. Subject to sections 205 and 206 of the Act, there may from time to time be paid to Members

such dividends, interim or otherwise, as may appear, to the Board to be justified by the profits of the

company.

160. No larger dividend shall be declared than is recommended by the Board, but the Company in

general meeting may declare a smaller dividend.

161. Subject to the provisions of Section 205 of the Act, no dividend shall be payable except out of

profits of the Company or out of moneys provided by the Central or a State Government for the

payment of dividend in pursuance of any guarantee given by such Government and no dividend shall

carry the interest against the company.

167. A transfer of shares shall not pass the rights to any dividend thereon before the registration of the

transfer by the company.

168. Unless otherwise directed, any dividend, interest or other moneys payable in cash in respect of

shares may be paid by cheque or warrant sent though post to the registered address of the member as

appearing in the registered of members and in the case of members registered jointly to the registered


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address of the first named in the register or to such address as the member or members as the case

may be, may direct and every cheque or warrant shall be made payable to the order of the person to

whom it is sent. In case of Joint holders, it may be sent to the registered address of that joint holder,

whose name stands first on the register in respect of joint holding, or to such person and such address

as the member or person entitiled or such joint holder, as the case may be, may in writing direct.

169. Unclaimed dividends will be regulated in accordance with the provisions .of the Companies Act

1956.

All dividends shall be paid proportionately to the amounts paid or credited as paid on the shares or

unless the terms of issue otherwise provide, shall carry dividend only for the period from the date of

allotment.

ACCOUNTS

172. The Board shall cause to be kept in accordance with. Section 209 of the Act proper books of

account with respect to :-

(a) All sums of money received and expended by the Company and the matters in respect of which the

receipt and expenditure has taken place.

(b) All sales, and Purchases of the goods by the company.

(c) The assets and liabilities of the company,

173. The books of account shall be kept at the registered office or at such other place in India as the

Board thinks fit, and shall be open to inspection by any Director during business hours.

174. The Board shall from time to time determine whether and to what extent and at what times and

places under what conditions or regulations, the books of account and books and documents of the

Company, other than those in respect of which right of inspection by members is conferred by law,

shall be open to the inspection of the member ( not being Directors) and no member( not being a

Director) shall have any right of inspecting any books of account or book or document of the

Company except as conferred by law or authorized by the Board or by the Company in General

Meeting.

SECRECY

197. Every Directors, author, trustee, member of the committee, officer, servant, agent, accountant or

other persons employed in the business of the company shall observe strict secrecy respecting all

transaction of the company with the customers and the state of accounts with individuals and the

matters relating thereto shall not reveal any of the matters which may come to his or their knowledge

in the discharge of his or their duties except when required to do by the Directors or by a court of law

and except so far as may be necessary in order to comply with any of the provisions in these presents

contained.

198. No member shall be entitled to require the discovery of or any information respecting any details

of the company’s trading or any matter which is or may be in the nature of trade secret, mystery of

trade or secret process which may relate to the conduct of the business of the Company and which in

the opinion of the Directors it will be inexpedient in the interest of the Company to communicate.

INDEMNITY

201 (a). Subject to provisions of Section 201 of the Companies Act, 1956 the Directors, Auditors,

Secretary and other officers for the time being of the Company and their heirs, executors and

administrators respectively shall be indemnified out of the funds of the Company from and against all


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suits, proceedings costs, losses, damages and expenses which they or any of them shall or may incur

or sustain by reason of any act done or omitted in or about the execution of their duty in their

respective offices, except such (if any) as they shall or may incur or sustain by or through their own

willful neglect or default respectively and no such officers shall be answerable or the acts, receipts,

neglects or defaults of any other officer or for joining in any receipts for the sake of conformity or for

the honesty of any bankers or other persons with whom any moneys or effects belonging to the

company may be lodged or deposited, for safe custody or for any insufficiency or deficiency or any

security upon which any moneys of the company shall be invested or for any other loss or damage due

to any such cause aforesaid or which may happen in or about the execution of his office unless the

same shall happen through the willful neglect or default of such officer.

201 (b). Subject to the provisions of Section 201 of the Act, no Director or other Officer of the

Company shall be liable for the acts, receipts, respect of any other Director or Officer of for joining

in any receipt or other act for conformity or for any loss expenses happening to the company through

the insufficiency or deficiency of title to any property acquired by order of the Directors for or on

behalf of the company or for the Insufficiency or deficiency of any security In or upon which any of

the moneys of the company shall be invested or any loss or damage arising from the bankruptcy,

insolvency or tortuous act of any person with whom any moneys, securities, or effects shall be

deposited or for any loss occasioned by an error of judgment on oversight on his part, or for any loss,

damage or misfortunes whatever which shall happen in the execution of the duties of his office or in

relation thereof unless the same happens through his own dishonesty.

�

�


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SECTION IX - OTHER INFORMATION

MATERIAL DOCUMENTS FOR INSPECTION

The copies of the following documents will be available for inspection at the Registered Office from

10.00 am to 4.00 pm on Working Days

1. Certificate of Incorporation of the Company.

2. Memorandum and Articles of Association of the Company as amended from time to time.

3. Copies of Annual Report of the Company for the last five years.


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DECLARATION

All relevant provisions of the Companies Act, 1956, and the guidelines issued by the Government of

India or the regulations issued by Securities and Exchange Board of India, applicable, as the case may

be, have been complied with and no statement made in this Information Memorandum is contrary to

the provisions of the Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or

the rules made or guidelines or regulations issued there under, as the case may be, and that all

approvals and permissions required to carry on the business of the Company have been obtained, are

currently valid and have been complied with. We further certify that all the statements in this

Information Memorandum are true and correct.

For Worth Investment and Trading Co. Limited

Sd/-

Rakesh Kumar Mishra

Executive Director

Date: June 2 , 2014

Place: Kolkata

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