PRIYA INTERNATIONAL LIMITED PRIYA INTERNATIONAL LIMITED INFORMATION MEMORANDUM 1 PRIYA INTERNATIONAL LIMITED Company CIN NO Registered Office PRIYA INTERNATIONAL LIMITED L99999MH1983PLC086840 4th Floor, Kimatrai Building, 77 - 79, Marine Lines (E), Mumbai 400002. Corporate office 4th Floor, Kimatrai Building, 77 - 79, Marine Lines (E), Mumbai 400002. Tel No. +91-022 4220 3100 Fax No. +91-22-4220 3197 E-Mail [email protected] Website www.priyagroup.com Maharshi Karve Marg, Maharshi Karve Marg, Company Secretary & Mr. Amit Surase Compliance Officer Registrar and Share Transfer Agent Bigshare Services Pvt. Ltd. E-2/3, Ansa Industrial Estate, Saki vihar Road, Saki Naka, Andheri (E), Mumbai-400 072 Website: www.bigshareonline.com 2 PRIYA INTERNATIONAL LIMITED INFORMATION MEMORANDUM FOR LISTING OF 9,96,000 EQUITY SHARES OF RS.10/- EACH FULLY PAID UP GENERAL RISK Investment in equity and equity-related securities involve a degree of risk and investors should not invest in the equity shares of Priya International Limited unless they can afford to take the risk of involved in their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in the shares of Priya International Limited. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved. ABSOLUTE RESPONSIBILITY OF PRIYA INTERNATIONAL LIMITED. Priya International Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to Priya International Limited which is material, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or in part misleading in any material respect. LISTING The existing Equity Shares of the Company are listed on the Calcutta Stock Exchange Limited, Delhi Stock Exchange Limited & U. P. Stock Exchange Limited. Now the Company proposes to list the equity shares of the company on the MCX Stock Exchange Limited. An application is being made along with the information memorandum to MCX stock Exchange seeking listing. TABLE OF CONTENTS Sr. No. I II III IV V VI VII VIII IX Particulars Page No. Definitions, Abbreviations and Industry related terms Risk Factors and Management Perceptions thereof General Information Capital Structure Company History & Management. 4 6 9 10 17 Overview of Organization Structure & Senior Management Personnel Financial Overview Outstanding Litigations, Defaults and Material Developments Declaration 22 3 23 28 28 PRIYA INTERNATIONAL LIMITED I. DEFINITIONS, ABBREVIATIONS AND INDUSTRY RELATED TERMS Unless the context otherwise indicates, the following terms have the meanings given below. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto. Term “The Company” or “Company”or“our Company” “PIL” or “Priya International Limited” Description Priya International Limited, a Company constituted under the Companies Act, 1956, having its Registered Office at 4th Floor, Kimatrai Building, 77 - 79, Maharshi Karve Marg, Marine Lines (E), Mumbai 400002. Act or Companies Act Articles/AOA AGM Auditor The Companies Act, 1956 and the amendments made thereto from time to time. Articles of Association of Priya International Limited Annual General Meeting The Statutory Auditors of Priya International Limited being, M/s. M. L. BHUWANIA & CO., Chartered Accountants. Accounting Standards Board of Directors of Priya International Limited Calcutta Stock Exchange Limited Central Depository Services (India) Limited Compound Annual Growth Rate Corporate Social Responsibilities Delhi Stock Exchange Limited The Depositories Act, 1996 as amended from time to time A depository registered with SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, as amended Depository Participant Director Identification Number Directors on the Board of Priya International Limited Extraordinary general meeting Equity Shareholders of the Company AS Board CSE CDSL CAGR CSR DSE Depositories Act Depository DP DIN Director(s) EGM Equity Shareholders EPS Equity Shares Earning per Share Equity Shares of the Company of face value of Rs. 10/- each unless otherwise specified in the context thereof FC Foreign currency FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999, together with rules and regulations there under Financial Year/Fiscal 12 months period ending on March 31 of a particular year. Year/F Unless otherwise stated GDP Gross Domestic Product Information This Information Memorandum Memorandum HUF Hindu Undivided Family Indian GAAP Generally Accepted Accounting Principles in India IT Act Income Tax Act, 1961 and subsequent amendments thereto ICAI The Institute of Chartered Accountants of India 4 PRIYA INTERNATIONAL LIMITED ICSI MD The Institute of Companies Secretaries of India Managing Director MOA NSDL NCR NCT Non Resident / NRI Memorandum of Association of Priya International Limited National Securities Depository Limited National Capital Region National Capital Territory A Person resident outside India, as defined under FEMA and includes a Non-Resident Indian Profit after tax Permanent Account Number allotted under the Income Tax Act, 1961 of India Profit Before Tax Reserve Bank of India Registrar of Companies, Mumbai. Indian Rupees Securities Contracts (Regulation) Act, 1956 and rules thereof. Securities Contracts (Regulation) Rules, 1957 and rules thereof. Securities and Exchange Board of India Securities and Exchange Board of India Act, 1992 and rules thereof. U.P Stock Exchange Limited PAT PAN PBT RBI ROC Rs. / Rupees SCRA SCRR SEBI SEBI Act UPSE CERTAIN CONVENTIONS; USE OF MARKET DATA Unless indicated otherwise, the financial data in this Information Memorandum is derived from our financial statements prepared in accordance with the Generally Accepted Accounting Principles in India (“Indian GAAP”) and the Companies Act, 1956, as amended (“Companies Act”) included elsewhere in this Information Memorandum. Unless stated otherwise the financial year commences on April 1st and ends on March 31st, so all references to a particular financial year are to the twelve-month period ended March 31st of that year. Any discrepancies in any table between the total and the sums of the amounts mentioned are due to rounding off. The information in this information memorandum has been taken from Financial Statements and annual Reports of the Company and Group Companies and Directors’ Report and Auditors Reports thereon and some other information pertaining to industry has been derived from, government websites and other reliable sources. We believe that industry data used in this Information Memorandum is reliable though it has not been independently verified by the company. FORWARD LOOKING STATEMENT Statements included in this Information Memorandum which contains words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “ should”, “will pursue” and similar expression or variations of such expressions, that are “forward-looking statements” and involve risks and uncertainties. All forward looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others: 5 PRIYA INTERNATIONAL LIMITED • • • • General economic and business conditions in India and other countries; Our ability to successfully implement our strategy, our growth and expansion plans and technological changes; Changes in the value of the Indian Rupee and other currency changes; The occurrence of natural disasters or calamities. • • • • • • Changes in laws and regulations in India Changes in political conditions in India; The Loss of our Key Employees and Staff. Any adverse outcome in the legal proceedings in which the Company is involved. The Company’s ability to meet its capital expenditure requirements; Changes in the foreign exchange control regulations in India. For further discussion of factors that could cause our actual results to differ, see the section titled “Risk Factors”. By their nature, certain risk disclosures are only estimates and could be materially different from what actually occur in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. We do not have any obligation to and do not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. II. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF An investment in equity securities involves a high degree of risk. Investors should carefully consider all information in this Information Memorandum, including the risks and uncertainties described below, before making an investment in our Equity Shares. Occurrence of any of the following risks as well as the other risks and uncertainties discussed in this Information Memorandum could have a material adverse effect on our business, financial condition, results of operations and could cause the trading price of our Equity Shares to decline, which could result in the loss to the investor. Management Perception The Company, at present follows such rules, regulations and guidelines as may be applicable to a Company. It follows and regularly complies with the guidelines issued by SEBI, Companies Act from time to time and will always strive to take due care to follow the same. Thus the applicability of such laws will have limited consequences upon business and performance of the Company. The Company follows a systematic process for planning and implementation of its strategies. The Company is exposed to specific risks that are particular to its business and the environment within which it operates. The measurement, monitoring management of risk remains key focus areas for the Company. The Company has in built balancing business strategy/approach so as to ensure minimum effect on the business of the company in the adverse situations of political, economic scenario and government Policies. 6 PRIYA INTERNATIONAL LIMITED RISK IN INVESTING IN SECURITY OF THE COMPANY: The prices of our equity shares may fluctuate after listing due to a wide variety of factors, including volatility in the Indian and global securities markets; our operational performance, financial results and capacity expansion; developments in India’s economic liberalization and deregulation policies, and changes in India’s laws and regulations impacting our business. There is no assurance that an active trading market for our equity shares will develop or be sustained after listing. INTERNAL RISK FACTORS 1. The Company may not continue the same growth rate, which can materially have adverse effect in the financial conditions and future prospects of the Company. As the Company continues to grow, there needs to be improvements in terms of technical and operational knowledge. Implementation of effective management information systems is also required. The Company will also need sufficient internal accruals and borrowings from external sources. There will be increase in number of clients, suppliers, contractors, service providers, investors, lenders and other third parties. The Company will need to strengthen its internal control and compliance functions to ensure the compliance of legal and contractual obligations and minimize its operational and compliance risk. There can be no assurance that the company will not suffer from any capital constrains or operational difficulties. There can also be no assurance that the Company will be able to successfully manage its growth or its expansions plans. The existing operations may also be adversely affected and may have material impact on the business, financial conditions, results of operations and future prospects of the Company. 2. The Company is dependent on a number of key personnel and the loss of such persons or its inability to attract or retain key personnel in the future, could adversely affect the business operations of the Company. The success of the Company depends on the continued services and performance of its team members, including the Chairman & Whole Time Director, other key employees and its other Promoters. Demand for senior management personnel in its business is intense and it may not be able to retain the existing senior management personnel, attract senior management personnel of similar capabilities / skill-sets or retain new senior management personnel in the future. The loss of the services of the senior management team or other key personnel could adversely affect the business and operations and financial position of the Company. 3. Growing competition profitability. may adversely affect our competitive position and our We operate in a highly competitive environment wherein we need to cater the ever changing customer needs, increasing competition from global players and need to meet stringent regulatory requirements. Significant additional competition in the markets where we sell products may see our market share eroded. 7 PRIYA INTERNATIONAL LIMITED 4. The Company’s ability to pay dividends in the future will depend upon its future earnings, financial condition, cash flows, and required or planned capital expenditures. The amount of future dividend payments, if any, will depend on our Company‘s future earnings, financial condition, cash flows, working capital requirements and capital expenditures. Any inability to pay dividends in the future may adversely affect the trading price of the Equity Shares. EXTERNAL RISK FACTORS 5. A slowdown in economic growth in India could cause our business to suffer. Our performance and growth are dependent on the health of the Indian economy. The economy could be adversely affected by various factors such as political or regulatory action, including adverse changes in liberalization policies, social disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest rates, commodity and energy prices and various other factors. Any slowdown in the Indian economy may adversely impact our business and financial performance and the price of our equity shares. 6. Volatility in political, economic and social developments in India could adversely affect our business. The central and state governments serve multiple roles in the Indian economy, including producers, consumers and regulators, which may have a significant influence on us. Economic liberalization policies have encouraged private investment in our industry and changes in these governmental policies could have a significant impact on the business and economic conditions in India, which in turn could adversely affect our business, future financial condition and results of operations. In addition, the leadership of India has undergone multiple changes since 1996. Any political instability in India may adversely affect the Indian securities markets in general, which could also adversely affect the trading price of our Equity Shares. 7. Any downgrading of India’s debt rating by an independent agency may harm our ability to raise debt financing. Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may adversely affect our ability to raise additional financing and the interest rates and other commercial terms at which such additional financing is available. This could have a material adverse effect on our capital expenditure plans, business and financial performance. 8. Civil disturbances, regional conflicts and other acts of violence in India and abroad may disrupt or otherwise adversely affect the Indian economy. Certain events that are beyond the control of our Company, such as violence or war may adversely affect worldwide financial markets and could potentially lead to a severe economic recession, which could adversely affect our business, results of operations, financial condition and cash flows, and more generally, any of these events could lower confidence in India's economy. Political tensions could create a perception that there is a risk of disruption 8 PRIYA INTERNATIONAL LIMITED of services provided by India-based companies, which could have an adverse effect on our business, future financial performance and price of the Equity Shares. 9. Change in wage structure across Industry will affect our operations adversely. We may need to increase the levels of its employee compensation to remain competitive and manage attrition as human resource remains a cornerstone. Compensation increases may result in a material adverse effect on our business, results of operation and financial condition. However, such a material impact cannot be quantified. 10. Taxes and other levies imposed by the Government of India or other state governments, as well as other financial policies and regulations, may have a material adverse effect on our business, financial condition and results of operations. Taxes and other levies imposed by the central or state governments in India that affect our industry include customs duties, excise duties, sales tax, service tax, income tax and other taxes, duties or surcharges introduced on a permanent or temporary basis from time to time. The central and state tax scheme in India is extensive and subject to change from time to time. Any adverse changes in any of the taxes levied by the central or state governments may adversely affect our competitive position and profitability. III. GENERAL INFORMATION Incorporation Originally incorporated as Public Limited Company in the name & style of “Uphar Projects Limited” with the Registrar of Companies, Calcutta vide Certificate of Incorporation dated May 05th, 1983. Further the name of company was changed to “Priya International Limited” vide fresh Certification of Incorporation dated March 27th, 1992. Listing of equity shares on MCX Stock Exchange Limited: Equity Shares of the Company are proposed to be listed and to be traded on MCX stock Exchange Limited. Such admission for trading will be subject to fulfillment by the Company of listing criteria and subject to such other terms and conditions as may be prescribed by MCX Stock Exchange Limited at the time of the application by the Company seeking listing. Eligibility Criterion: The Company is submitting its Information Memorandum, for listing of Equity Shares under new norms for direct listing for the companies already listed on other recognized Stock Exchange and it contains information about the Company, making disclosures in line with the disclosure requirement for public issues, as applicable, to MCX Stock Exchange Limited for making the said Information Memorandum available to public through their website viz. www.mcx-sx.com/. Prohibition by SEBI: The company, its directors, its promoters, other companies promoted by the promoters and companies with which the company’s directors are associated as directors have not been prohibited from accessing the capital markets under any order or direction passed by SEBI. General Disclaimer from the Company: The Company accepts no responsibility for statements made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. All 9 PRIYA INTERNATIONAL LIMITED information shall be made available by the Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner. Listing Application is being made to MCX Stock Exchange limited, for permission to deal in and for an official quotation of the Equity Shares of the company. The company has taken steps for completion of necessary formalities for direct listing of its shares and commencement of trading at the MCX Stock Exchange Limited. Demat Credit The Company has executed Agreements with NSDL and CDSL for its securities in Demat form. Tripartite agreements have been signed between the Company, the Registrar and CDSL and NSDL. The ISIN No. allotted to the Company is INE557E01013. Registrar of Companies, Mumbai 100, Everest, Marine Drive Mumbai- 400002. Stock Exchanges Where Company is listed a.) The Calcutta Stock Exchange Limited b) Delhi Stock Exchange Limited c.) U. P. Stock Exchange Limited Auditors M/s. M. L. BHUWANIA & CO. Chartered Accountants F-11, 3rd floor, Manek Mahal, 90, Veer Nariman Road, Churchgate, Mumbai -400 020 Bankers to the Company Vijaya Bank Indian Bank IV. CAPITAL STRUCTURE OF THE COMPANY Particulars A. Aggregate Nominal Value (Rs.) Authorized Capital 10,00,000 Equity Shares of Rs. 10/- each 1,00,00,000/- B. Issued, Subscribed & Paid up Capital 9,96,000 Equity Shares of Rs. 10/- 99,60,000/- 10 PRIYA INTERNATIONAL LIMITED Notes to Capital Structure: Changes in the paid up Capital of the Company: Date of allotment of Shares Shares Issued Numbe r % to total Share Capital Cumulative Up Capital Number Paid Mode Allotment Of to & to Identity of Allottees % to total share capital 05.10.1983 99000 9.94% 99000 9.94% Subscription the MOA Allotment Directors, Promoters. 30.12.1983 150000 15.06% 249000 25% Public Issue Public Bonus Issue Existing Shareholders(in the ratio of 1:1) Bonus Issue Existing Shareholders(in the ratio of 1:1) 10.06.1994 30.03.1996 249000 498000 25% 50% 498000 50% 996000 100% Promoters, Directors, relatives & Friends PARTICULARS OF COMMISSION, BROKERAGE, DISCOUNT OR OTHER SPECIAL TERMS FOR ISSUE OF ANY KIND OF SECURITIES The Company has not paid any commission and/or brokerage and / or discount and/or issued any kind of securities to any person on special terms including an option for issue of any kind of securities granted to any person. Top Ten Shareholders of the Company Sr. No. 1 2 3 4 5 6 7 8 9 10 NAME OF THE SHAREHOLDER NO OF SHARES RAJRATAN BABULAL AGARWAL P.V.HARIHARAN SHANTA HARIHARAN HITESH LODHA PREMCHAND CHOUDHARY NAINAMAL BHATI RAJENDRA KUMAR H.DALAL MADHUSUDAN H.DALAL N.GOPAL NITA.M.DALAL 15000 10000 4400 4150 2800 2400 2000 2000 2000 2000 11 % OF TOTAL PAID UP CAPITAL 1.51 1.00 0.44 0.42 0.28 0.24 0.20 0.20 0.20 0.20 PRIYA INTERNATIONAL LIMITED SHAREHOLDING PATTERN (31-03-2015) Introductory sub-table (I)(a) Name of the Company: Priya International Limited Scrip code, Name of the scrip, class of security:, Equity Shares Partly paid-up Shares As a % of total No. of partly paid-up Shares 0 0 0 Held by Public 0 0 0 Total 0 0 0 As a % of total number of outstanding Convertible Securities As a % of total Number of Shares of the Company, assuming full of conversion of the convertible Securities Convertible Number of Outstanding Securities Held by Promoter/Promoter Group 0 0 0 Held by Public 0 0 0 Total 0 0 0 As a % of total number of Warrants As a % of total number of shares of the Company , assuming full conversion of Warrants Warrants:- Number of Warrants Held by Promoter/Promoter Group 0 0 0 Held by Public 0 0 0 Total 0 0 0 total Paid-up capital of the Company , assuming full conversion of Warrants and convertible Securities Cat ego ry cod e (i) Category of Shareholder (ii) 996000 Statement Showing Shareholding Table (I)(a) Number Total number Number of of of shares (iv) shares held Shareho in lders dematerializ (iii) ed form (v) 12 As a % of total no. of shares of the Company Held by Promoter/Promoter Group Outstanding Securities Number of partly paid up Shares 100 Pattern Total shareholding as a percentage of total number of shares As a percentage of(A+B) (vi) As a percentage of (A+B+C) (vii) Shares Pledged or otherwise encumbered Numb As er of a share per s cen (viii) tag e PRIYA INTERNATIONAL LIMITED (ix) (A) (1) (a) Individuals/ Hindu Undivided Family 7 893550 893550 89.71 89.71 0 0.0 (b) Central Government/ State Government(s) Bodies Corporate 0 0 0 0.0 0.0 0 0.0 0 (c) 0 0 0 0 0 0.0 0 0 0 0.0 0.0 0 0.0 (e) Financial Institutions/ Banks Any Others(Specify) 0 0 0 0.0 0.0 0 0.0 Sub Total(A)(1) 7 893550 893550 89.71 89.71 0 0.0 (2) Foreign (a) 0 0 0 0.0 0.0 0.0 0.0 (b) Individuals (NonResidents Individuals/ Foreign Individuals) Bodies Corporate 0 0 0 0.0 0.0 0.0 0.0 (c) Institutions 0 0 0 0.0 0.0 0.0 0.0 (d) Qualified investors Any other 0 0 0 0.0 0.0 0.0 0.0 (d) (e) foreign Sub Total(A)(2) 0 0 0 0.0 0.0 0.0 0.0 Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) Public shareholding Institutions 7 893550 893550 89.71 89.71 0 0.0 0 0 0 0.0 0.0 0 0.0 0 0 0 0.0 0.0 0 0.0 0 0 0 0.0 0.0 0 0.0 0 0 0 0.0 0.0 0 0.0 0 0 0 0.0 0.0 0 0.0 0 0 0 0.0 0.0 0 0.0 0 0 0 0.0 0.0 0 0.0 (i) Mutual Funds/ UTI Financial Institutions / Banks Central Government/ State Government(s) Venture Capital Funds Insurance Companies Foreign Institutional Investors Foreign Venture Capital Investors Qualified foreign investors Any Other (specify) 0 0 0 0.0 0.0 0 0.0 Sub-Total (B)(1) 0 0 0 0.0 0.0 0 0.0 B2 Non-institutions (a) Bodies Corporate 2 350 350 0.01 0.01 0 0.0 (b) Individuals (b) (I) Individuals I. Individual share holders holding nominal share capital up to Rs 1 204 87100 9900 8.74 8.74 0 0.0 (B) -1 (a) (b) (c) (d) (e) (f) (g) (h) Shareholding of Promoter and Promoter Group2 Indian 13 PRIYA INTERNATIONAL LIMITED lakh (b) (II) (c) (d) 1 2 ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh. Qualified foreign investors Any Other -HUF 1 15000 15000 1.51 1.51 0 0.0 0 0 0 0.0 0.0 0 0.0 0 0 0 0.0 0.0 0 0.0 Sub-Total (B)(2) 207 102450 25250 10.29 10.29 0 0.0 Total Public Shareholding (B)=(B)(1)+(B)(2) TOTAL (A)+(B) 207 102450 25250 10.29 10.29 0 0.0 214 996000 918800 100.00 100.00 0 0.0 0 0 0 0.0 0.0 0 0.0 Shares held by custodians and against which depository receipts have been issued Promoter and promoter group Public GRAND TOTAL (A)+(B)+(C) 0 0 0 0.0 0.0 0 0.0 214 996000 918800 100.00 100.00 0 0.0 (I) (b) Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category “Promoter and Promoter Group” Sr. No. Name of the sharehold er(s) Total held Number of shares shares As a % of gran d total (A) +(B) +( C ) Shares pledged or otherwise Encumbered Shares (*) Details warrants Nu mb er Numb er of warra nts held As a percen tage As a % of grand total (A)+(B)+ (C) of subclause (I)(a ) 14 of As a % total no. of warra nts of the same class Details convertible securities Number of converti ble securiti es held of As a % of total number of converti ble securiti es of the same class Total Shares (includi ng underlyi ng shares assumin g full convers ion of warrant s and converti ble securiti es) as a % of diluted share capital PRIYA INTERNATIONAL LIMITED 1 2 3 4 5 6 7 ASHISH BHUWANIA ADITYA BHUWANIA ARUN KUMAR BHUWANIA MINI BHUWANIA SHRUTI BHUWANIA SAROJ BHUWANIA ARUNKUMA R BHUWANIA (HUF) TOTAL : 136100 13.66 0 0.0 106350 10.68 0 0.0 0 0 0 0 0 13.66 0 0 0 0 10.68 0 0 0 0 24.03 0 0 0 0 6.65 0 0 0 0 6.08 0 0 0 0 25.92 0 0 0 0 2.69 0 0 0 0 89.71 0 239300 24.03 0 0.0 66200 6.65 0 0.0 0 0 60600 6.08 0 0.0 0 258200 25.93 0 0.0 0 26800 2.69 0 0.0 893550 89.71 0 0.0 0 0 (I) (c) (I) Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category “Public” and holding more than 1% of the total number of shares Sr. No. Name of the shareholde r Number of shares RAJRATAN BABULAL AGARWAL 1 Details of warrants Details of securities Number of warrants held Number of convertible securities held Total Shar es (incl udin g unde rlyin g shar es assu ming full conv ersio n of warr ants and conv ertib le secu rities ) as a % of dilut ed shar e capit al 1.51 0 As a % total no. of warrants of the same class 0.00 1.00 0 0.00 0 0.0 1.00 10000 25000 2.51 0 0 0 0 2.51 15 convertible 0 As a % of total number of convertible securities of the same class 0.0 1.51 15000 P.V.HARIHA RAN 2 TOTAL Shares as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at Para (I)(a) above} PRIYA INTERNATIONAL LIMITED (I)(c)(ii) Sr. No. Statement showing holding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company Name of the shareholde r 1 Total (I)(d) Sr. No. 1 Number of shares 0 0 Shares as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at Para (I)(a) above} 0 0.00 of Number of warrants held As a % total no. of warra nts of the same class 0 0.00 0 0 Name of the shareholder Number of locked-in shares Nil Number of convertible securities held 0 0 convertible As a % of total number of convertibl e securities of the same class 0.00 0.00 Total Shares (includi ng underly ing shares assumi ng full convers ion of warrant s and convert ible securiti es) as a % of diluted share capital 0.00 0.00 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} 0 0.00 0 0.00 16 Details of securities Statement showing details of locked-in shares TOTAL Details warrants PRIYA INTERNATIONAL LIMITED (II)(a) Statement showing details of Depository Receipts (DRs) Sr. No. 1 Total Type of outstanding DR (ADRs, GDRs, SDRs, etc.) Nil Number of outstanding DRs Number of shares underlying outstanding DRs Shares underlying outstanding DRs as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above} 0 0 0 0 0.00 0.00 (II)(b) Statement showing Holding of Depository Receipts (DRs), where underlying shares are in excess of 1% of the total number of shares Sr. No. Name of the DR Holder Type of Number of Shares underlying outstanding DRs outstanding shares as a percentage of total number of DR (ADRs, underlying shares {i.e., Grand Total (A)+(B)+(C) GDRs, SDRs, outstanding indicated in Statement at para (I)(a) etc.) DRs above} 1 TOTAL Nil Nil 0 0 0 0 0.00 0.00 DETAILS OF OUTSTANDING CONVERTIBLE INSTRUMENTS The company has not any outstanding convertible instruments pending for conversion. V. Company History & Management Brief History of the Company Originally incorporated as Public Limited Company in the name & style of “Uphar Projects Limited” with the Registrar of Companies, Calcutta vide Certificate of Incorporation dated May 05th, 1983. Further the name of company was changed to “Priya International Limited” vide fresh Certification of Incorporation dated March 27th 1992. The Shares of Priya International Limited are presently listed on Calcutta Stock Exchange Limited, Delhi Stock Exchange Limited & U. P. Stock Exchange Limited. BUSINESS ACTIVITIES OF THE COMPANY Priya International Limited (PIL) is an agency, distributor and trading company with their HO situated in Mumbai. Our activities are described as under:The agency activity deals with overseas manufacture suppliers of various chemical intermediates and Pharmaceutical raw material and servicing multiple industries. Import enquiries are received from various customers who are referred to overseas principals for offers. The offers are then provided to the customers and firm order proposals are taken up for negotiation and finalization including payment terms which can be either LC or DA/DP. In consideration of our services, the overseas suppliers pay PIL consideration/commission at mutually agreed terms from time to time. These commissions receivable by us become due and payable only after the realization of the suppliers Invoice/draft amount from the customers in India. The considerations are received in convertible foreign exchange through banking channels in India. We do not receive any considerations / commissions from customers in India. 17 PRIYA INTERNATIONAL LIMITED Distribution business is importing various chemicals from overseas suppliers, clearing customers by paying the import duties/ other levies and storing at designated warehouses. These products are supplied in lots/qtys as per customer’s requirement to their various locations in India. The transaction gets completed on receiving our invoiced amounts and relevant statutory forms depending on the location of supply. COMPETITIVE STRENGTHS Experienced Management We believe that our talented and experienced Promoters and Directors are the principal reason for the growth of our company. We believe that extensive experience of our management and staff facilitates with a significant competitive advantage. Major Events Year Events May, 1983 Incorporated as Uphar Projects Limited. March, 1992 Company Name change From Uphar Projects Limited to Priya International Limited. February, 1995 Shifting of Registered Office of the Company from the State of West Bengal to the State of Maharashtra. MANAGEMENT OF THE COMPANY Priya International Limited is a professionally managed company. The overall management is vested in the Board of Directors, comprised of qualified and experienced persons. We currently have seven directors on our Board. BOARD OF DIRECTORS SR. NO. NAME OF THE DIRECTOR DIN NO./ ADDRESS OTHER DIRECTORSHIP Qualification 1 Arun Kumar Bhuwania DIN : 00387445 Address: Dariya MahalA, 15th Floor, Nepean Sea Road, Mumbai400006. 1) VXL Instruments Ltd. 2) Priya Ltd B.Sc. from University of Calcutta in Maths (Presidency College, Calcutta) 2 Aditya Bhuwania DIN : 00018911 Address: 88, Dariya MahalA, 80, Nepean Sea Road, 1) Priya Ltd 2) Cheshire Properties Investment Pvt. Ltd 3) Brent B.Sc. (Business Computer System) from Bradley University, Pearie, Illinois (U 18 Expertise in Specific functional areas Having wide range of experience in the field of Dyes, Chemicals and Computer hardware for more than 35 years. 15 Years of Experience in the field of Computer Hardware. PRIYA INTERNATIONAL LIMITED Mumbai400006. Properties Investment Pvt. Ltd 4) Gaurav Electrochem Pvt. Ltd. 5) Halifax Properties Investment Pvt. Ltd 6) Coral Chemicals Pvt. Ltd. 1) Priya Ltd 2) Cheshire Properties Investment Pvt. Ltd 3) Brent Properties Investment Pvt. Ltd 4) Gaurav Electrochem Pvt. Ltd. 5) Halifax Properties Investment Pvt. Ltd 6) Verixo Technologies Pvt. Ltd S A) B.com. Rich knowledge and experience of the business & industry for more than 25 years 3 Saroj Bhuwania DIN : 00018978 Address: 88, Dariya MahalA, 80, Nepean Sea Road, Mumbai400006. 4 Radhakrishna Kunjlal Saraswat DIN : 00015095 Address: A/6 Asian Assurance Building, Manmala Tank Road, Mumbai400016. 1) Datamatics Global Services Limited 2) Datamatics Direct Marketing Private Limited 3) Datamatics Software Services Limited 4) Vinati Organics Limited 5) Priya Limited B. Com., F.C.A Having wide knowledge and professional expertise in the field of Corporate Laws, Securities Laws, Income Tax and Finance for more than 25 years. 5 Mahendra Kumar Arora DIN: 00031777 Address: Flat No. 2, 8 Golf Links, Pali Hill, Khar, Mumbai, 400052. 1) Alcon Finance and Investments Ltd. 2) Vibhuti Investments Company Ltd. 3) D G P Capital Management B. Com. L.L.B. F.C.S Having wide knowledge and professional expertise in the field of Corporate Laws, Securities Laws, Income Tax and Finance for 19 PRIYA INTERNATIONAL LIMITED more than 25 years. Ltd. 4) DGP Enterprises Pvt. Ltd. 5) Trimurti Glass Containers Ltd. 6) Blow Plast Retail Ltd. 7) Windsor Machines Ltd. 8) Kiddy Plast Ltd. 9) KEMP and Company Ltd. 10) Priya Limited Anuj Bhargava 6 7 Hariharan Vishwanathan Puthucode DIN: 03090652 Address: 31, Swadhin Sadan, 5th Floor, C Road, Churchgate, Mumbai400020. DIN: 03196975 Address: 11/58-59 Savitha, Chedda Nagar, Road No-2, Tilak Nagar, Chembur, Mumbai400089. 1) Priya Limited B.Com., GCDA, CWA., CMC, MMS (Finance) 20 years experience in the field of Finance, Management and IT Consultancy. 1) Priya Limited B.Sc., Diploma in Administration Having wide range of experience in the field of Chemicals for more than 30 years. Details of Background of Promoters. Sr. No. Name of the Promoters Qualification Experience 1 Arun Kumar Bhuwania B.Sc. from University of Calcutta in Maths (Presidency College, Calcutta) Having wide range of experience in the field of Dyes, Chemicals and Computer hardware for more than 35 years. 2 Aditya Bhuwania B.Sc. (Business Computer System) from Bradley University, Pearie, Illinois (U S A) 15 Years of Experience in the field of Computer Hardware. 3 Ashish Bhuwania Bachelor of Economics from London School of Economics. (U.K) 20 years experience in the field of Management and Computer hardware. 20 PRIYA INTERNATIONAL LIMITED 4 Saroj Bhuwania B.com. 5 Shruti Bhuwania B.com. 6 Mini Bhuwania B.com. Rich knowledge and experience of the business & industry for more than 25 years Rich experience and knowlede in Human resource management & administration more than 8 years Rich knowledge and experience of the business & industry for more than 10 years Corporate Governance Clause 49 of new listing agreement effective from 01st October, 2014 is not applicable to our Company since paid up capital of our Company doesn’t exceed Rs. 10Crores & Net worth doesn’t exceeds Rs. 25crores. However, Good corporate governance is a pre-requisite for enhancing shareholder’s long-term value. The company’s policies and practices are aimed at efficient conduct of business and effectively meeting its obligations to shareholders. Priya International Limited has been consistently improving transparency and accountability to all its shareholders. Priya International Limited firmly believes that good corporate practices underscore its drive towards competitive strength and sustained performance. These practices are also powerful tool for building trust and long-term relationship with stakeholders of the Company. Company’s thrust on transparency, integrity, accountability and disclosure has enabled it to accomplish best Corporate Governance practices. SUBSIDIARY COMPANIES There is no subsidiary Company belonging to this Company. DETAILS OF SENIOR MANAGEMENT PERSONAL SR. NO. NAME DESIGNATION QUALIFICATION 1. Dinesh Bhagat Sr. Manager- Sales B.com 2. A. R. Gopalswamy Sr. Manager- Sales B.Sc. 3. Vinay Kamat Dy. Gen. ManagerIndenting B. Sc. 4. S. Kumar Manager- Indenting B. Sc. 21 PRIY YA INTERNA ATIONAL LIMITED VI. OVERVIEW O W OF ORGA ANISATION N STRUCTU URE 22 PRIYA INTERNATIONAL LIMITED QUALIFICATION AND EXPERIENCE DETAILS OF ALL KMP’S Name of KMP's Qualifications Experience Mr. P. V. Harihran Whole Time Director B.Sc., Diploma in Administration Wide range of experience in the field of Chemicals for more than 30 years. Mr. Ghanshyam Vyas - Chief Financial Officer B.Com Over 20 years of experience in the areas of Accounts, Taxation, Auditing, Fund Management & MIS. Mr. Amit Surase Company Secretary B.COM, A.C.S., L.L.B., G.D.C.A., (CA-IPCC) 4 years of post qualification experience in Corporate Secretarial Functions and Corporate Governance VII. FINANCIAL OVERVIEW Audited Financial Results for the Quarter and Year Ended 31st March, 2015 Part I Sr. ( Rs. In lakhs except EPS ) Quarter ended 31/3/2 31/12/ 31/3/2 015 2014 014 Audite Unaudit Audite d ed d Particulars No. 1 261.39 231.60 - - 261.39 231.60 (b) Other operating income Total income from operations (net) 260.37 926.96 1060.29 - 260.37 926.96 1060.29 - 501.15 772.80 - 121.30 c] (Increase) / Decrease in stock in trade 10.86 15.68 1.49 51.22 (109.07) d] Employees cost 54.47 37.62 39.44 156.72 131.46 e] Depreciation f] Other expenditure g] Total expenses Profit from operations before other income, finance costs 158.82 - 3.18 3.20 1.21 9.12 4.79 55.43 44.34 37.52 177.83 183.89 273.62 222.14 238.48 896.04 983.87 (12.23) 9.46 21.89 30.92 76.42 23 Audited 149.68 b] Purchase of stock-in-traded Audited Expenses a] Consumption of materials consumed 3 31/3/2014 Income from operations (a) Net Sales/ Income from operations 2 Year ended 31/3/20 15 PRIYA INTERNATIONAL LIMITED and exceptional Items (1-2) 4 5 Other income Profit/ (Loss) from ordinary activities before finance costs 9.06 11.94 10.71 40.99 35.63 (3.17) 21.40 32.60 71.91 112.05 0.47 0.60 (3.64) 20.80 - - (3.64) 20.80 32.60 67.93 112.05 (3.33) 5.86 8.25 22.98 31.40 (0.31) 14.94 24.35 44.95 80.65 and exceptional items (3+4) 6 7 Finance costs Profit / (Loss) from ordinary activities after finance costs 3.98 - 32.60 - 67.93 112.05 but before exceptional Items (5-6) 8 9 10 Exceptional items Profit (+)/ Loss (-) from ordinary activities before tax (7+8) Tax expense 11 Net Profit (+)/ Loss (-) from ordinary activities after tax (9-10) 12 Extraordinary item (net of tax expense Rs._NIL ) - - - - - - - - 13 Net Profit (+)/ Loss (-) for the period (11-12) (0.31) 14.94 24.35 44.95 80.65 14 Paid-up equity share capital 99.60 99.60 99.60 99.60 99.60 - - - 568.17 541.57 (Face value of Rs. 10/- each) 15 Reserves excluding revaluation reserves 16( i) Earnings per share (before extraordinary items) a) Basic b) Diluted 16( ii) Part II Select information for the quarter ended 31-03-2015 2.44 4.51 8.10 1.50 2.44 4.51 8.10 (0.03) 1.50 2.44 4.51 8.10 (0.03) 1.50 2.44 4.51 8.10 Quarter ended 31/3/2 31/12/ 31/3/2 015 2014 014 Audite Unaudit Audite d ed d Particulars A 1.50 Earnings per share (after extraordinary items) a) Basic b) Diluted (0.03) (0.03) PARTICULARS OF SHAREHOLDING 24 Year ended 31/3/2 015 31/3/2014 Audited Audited PRIYA INTERNATIONAL LIMITED 1 2 Public shareholding - No. of shares 102450 102450 102450 102450 102450 - Percentage of shareholding 10.29% 10.29% 10.29% 10.29% 10.29% - Number of shares - Percentage of shares ( as a % of the total shareholding of NIL NIL NIL NIL NIL promoter and promoter group ) - Percentage of shares ( as a % of the total share capital of the NIL NIL NIL NIL NIL NIL NIL NIL NIL NIL - Number of shares - Percentage of shares ( as a % of the total shareholding of 893550 893550 893550 893550 893550 promoter and promoter group ) - Percentage of shares ( as a % of the total share capital of the 100% 100% 100% 100% 100% 89.71% 89.71% 89.71% 89.71% 89.71% Promoters and promoter group shareholding a) Pledged / Encumbered company ) b) Non - Encumbered company ) Particulars B QUARTER ENDED 31/03/2015 INVESTOR COMPLAINTS Pending at the beginning of the quarter Nil Received during the quarter Nil Disposed of during the quarter Remaining unresolved at the end of the quarter Nil Nil Segment wise Revenue, Results and Capital Employed, under Clause 41 of the Listing Agreement Sr. Quarter ended 31/3/2 31/12/ 31/3/2 015 2014 014 Audite Unaudit Audite d ed d Particulars No. 1 Segment revenue a Indenting commission b Chemical c Electronics Net sales/ income from operations Audited Audited 57.36 54.66 201.80 217.70 212.29 174.24 205.71 725.16 683.18 261.39 231.60 260.37 926.96 1060.29 - - - 159.41 2 Segment result (profit before interest and tax) a Indenting commission 19.98 23.66 39.78 97.56 152.39 b Chemical 43.41 21.39 71.16 141.15 167.97 c Electronics Total - (28.57) 0.00 (31.49) 45.05 82.37 238.71 288.87 63.39 0.47 25 31/3/2014 49.10 - Less: Finance costs Year ended 31/3/2 015 0.60 - 3.98 - PRIYA INTERNATIONAL LIMITED Less: Other unallocable expenditure net off unallocable income 66.56 23.65 49.77 166.80 176.82 (3.64) 20.80 32.60 67.93 112.05 3 Total Profit (+)/Loss (-) before tax and extra ordinary items Capital employed (segment assets less liabilities) a Indenting commission (78.44) (65.07) (65.42) (78.44) (65.42) b Chemical 262.01 270.43 354.06 262.01 354.06 c Electronics d Unallocated asset and liabilities 484.20 480.69 422.23 (69.70) 484.20 422.23 Total 667.77 686.05 641.17 667.77 641.17 Statement of assets and liabilities as at 31-03-2015 Particulars A 1 2 3 B 1 2 (Rs. In lakhs ) 31-Mar-14 Audited Sub- total - Shareholders Funds 99.60 568.17 667.77 99.60 541.57 641.17 Sub- total - Non- Current Liabilities 11.28 71.07 82.35 51.95 51.95 Sub- total - Current Liabilities 127.06 22.23 87.82 237.11 130.48 5.28 100.70 236.46 TOTAL 987.23 929.58 Sub- total - Non - Current Assets 32.45 46.01 48.29 399.32 526.07 16.72 46.01 44.19 14.65 121.57 225.52 276.74 Equity and liabilities Shareholder's funds (a) Share capital (b) Reserve & surplus Noncurrent liabilities (a) Long - term borrowings (b) Long - term provisions Current liabilities (a) Trade payables (b) Other current liabilities (c) Short - term provisions Assets Non - current assets (a) Fixed assets Tangible assets (b) Non - current investment (c) Deferred tax assets (d) Long - term loans and advances Current assets 26 (69.70) 31-Mar-15 Audited (a) Inventories - PRIYA INTERNATIONAL LIMITED (b) Trade receivables (c) Cash & cash equivalents (d) Short term - loans and advances (e) Other current assets Sub- total - Current Assets 161.82 60.20 13.62 0.00 461.16 133.16 51.85 320.40 25.86 808.01 TOTAL 987.23 929.58 DIVIDENDS AND CASH BONUSES PAID Dividend and cash bonuses paid during the last 10 year. Year Percentage (%) Amount per share Total Amount (Rs.) 2004-05 15% Rs.1.50/- Rs.14,94,000/- 2005-06 15% Rs.1.50/- Rs.14,94,000/- 2006-07 15% Rs.1.50/- Rs.14,94,000/- 2007-08 15% Rs.1.50/- Rs.14,94,000/- 2008-09 15% Rs.1.50/- Rs.14,94,000/- 2009-10 15% Rs.1.50/- Rs.14,94,000/- 2010-11 15% Rs.1.50/- Rs.14,94,000/- 2011-12 15% Rs.1.50/- Rs.14,94,000/- 2012-13 15% Rs.1.50/- Rs.14,94,000/- 2013-14 15% Rs.1.50/- Rs.14,94,000/- MATERIAL CONTRACTS / AGREEMENTS The Company has not entered into any material contract and /or agreement (including agreements for technical advice and collaboration) and /or concessions except those entered into in the ordinary course of business carried on or intended to be carried on by the company. PURPOSE OF LISTING The equity shares of the Company are presently listed on Calcutta Stock Exchange Limited, Delhi Stock Exchange Limited & U. P. Stock Exchange Limited and the Company is regularly complying with the all the Listing requirements. As any of the exchanges where the company is currently listed are not in operation since long, the interests of shareholders of the company are affected. In order to safeguard the interests of the existing shareholders and to provide liquidity to their investment as also to safeguard the interests of the investors it is proposed to list the shares of the company on MCX Stock Exchange Limited. As we know that MCX Stock Exchange Limited is one of the newest Stock Exchange in India, which has nationwide electronic trading system. 27 PRIYA INTERNATIONAL LIMITED Followings are the benefits of listing which has motivated the Management to get the securities of the Company listed on MCX Stock Exchange Limited:Listing increases shareholder base and enhances credibility. Listing also improves company’s visibility and credibility among institutions. Listing stimulates liquidity, giving shareholders the opportunity to realize the value of their investments. It allows shareholders to transact in the shares of the company, sharing risks as well as benefitting from any increase in the organizational value. Listing increases employee value and morale. It may also lead to hiring of new staff and may facilitate stock-based payments such as ESOPs etc. Listing on MCX Stock Exchange provides liquidity to the shareholders of the listed entity. This in turn helps broaden the shareholder base. Companies listed on MCX Stock Exchange Limited generally find that the market perception of their financial and business strength is enhanced. Listing brings transparency and efficiency in the overall operations of the company. *Source MCX-SX website VIII. Outstanding Litigations, Defaults and Material Developments 1. LITIGATIONS AGAINST COMPANY Sr. No. Particulars Brief Details Status Financial Impact Brief Details Status Financial Impact -----NONE -------- 2. LITIGATIONS BY THE COMPANY Sr. No. Particulars -----NONE -------- IX. DECLARATION No statement made in this Information Memorandum contravenes any of the provisions of the Companies Act 1956/2013 and the rules made there under. All the legal requirements connected with the said issue as also the guidelines, instructions etc. issued by SEBI, Government and any other competent authority in this behalf have been duly complied with. All the information contained in this document is true and correct. ON BEHALF OF THE BOARD OF DIRECTORS OF PRIYA INTERNATIONAL LIMITED DIRECTOR PLACE: MUMBAI DATE: 05th JUNE, 2015 28
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