Information Memorandum

INFORMATION MEMORANDUM

J R D FINANCE LIMITED

1 INFORMATION MEMORANDUM

J R D FINANCE LIMITED

Our Company was incorporated on 16th March, 1993 under the name JRD Finance Limited , which was subsequently converted into a public Limited Company and a fresh Certificate of Incorporation was obtained on 05.08.1996 under the jurisdiction of Registrar of Companies West Bengal. The Corporate Identification Number (CIN) of the Company is L65999WB1993PLC058107. For more details of our company, see the section “General Information”.

Registered and Corporate Office: P - 173, Bangur Avenue, Block - B, Ground Floor, Kolkata - 700055 Parganas - North West Bengal Telephone: +91-03325745533 Email ID: [email protected]

INFORMATION MEMORANDUM FOR LISTING OF 20, 00,000 EQUITY SHARES OF RS.10/-EACH

GENERAL RISKS Investment in equity and equity-related securities involve a degree of risk and investors should not invest in the equity shares of J R D Finance 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 Wellington Commercial Limited. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved.

ABSOLUTE RESPONSIBILITY OF J R D FINANCE LIMITED

J R D Finance Limited having made all reasonable inquiries, accepts responsibilities for, and confirms that this Information Memorandum contains all information with regard to J R D Finance Limited, which are material, and that the information contained in this Information Memorandum are true and correct in all material aspects and are 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 J R D Finance Limited was only listed with OTC Exchange of India which was de-recognized by Securities Exchange Board of India vide its order dated 31st March, 2015. Now the equity shares are proposed to be listed on Metropolitan Stock Exchange Of India Limited (MSEI) formerly known as MCX- SX Stock Exchange Limited (MCX-SX).

REGISTRAR AND SHARE TRANSFER AGENT

S.K. INFOSOLUTIONS PRIVATE LIMITED Regd. Office Address: 34/1 Sudhir Chatterjee Street, Kolkata – 700036, West Bengal Tel. No.: 033-22196797 Fax No.: 033-22194815 Email: [email protected] Contact Person: Mr. Dilip Bhattacharya

2 SECTION I – DEFINITIONS AND ABBREVIATIONS

DEFINITIONS

This Information Memorandum uses certain definitions and abbreviations, which unless the context indicates or implies otherwise, have the meanings as provided below. Reference to any legislation/s, act/s or regulation/s shall be to such legislation/s, act/s or regulation/s, as amended from time to time.

General Terms

Term Description “J R D Finance Limited”, “J R D F L”, ,“We” or J R D Finance Limited having its registered Office at P - 173, Bangur “us” or “our Company” or “the Issuer’ Avenue, Block - B, Ground Floor, Kolkata - 700055

Company Related Terms

Term Description “The Company” or “J R D Finance Limited” or J R D Finance Limited having its registered Office at P - 173, Bangur "J R D F L" or “we” or “us” or “our” Avenue, Block - B, Ground Floor, Kolkata - 700055 Parganas – North, West Bengal 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. Shashi Agarwal & Co., Chartered Accountants. Board of Directors/ Board/ Directors The Board of Directors of the Company or a committee Constituted thereof, unless the context otherwise specifies. 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 Exchange is known as and referred to as the Information Memorandum. Key Managerial Personnel The officers vested with executive powers and the officers at the level immediately below the board of directors of the issuer and include any other person whom the issuer may declare as key management personnel, in terms of Regulation 2(1)(s) of the SEBI ICDR Regulations. Memorandum/ Memorandum of The Memorandum of Association of J R D Finance Limited Association/MOA MSEI Metropolitan Stock Exchange of India Limited Promoters Includes such persons and entities constituting our promoters in terms of Regulation 2 (1)(za) of the SEBI ICDR Regulations. 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 P - 173, Bangur Avenue, Block - B, Ground Floor, Kolkata - 700055 Parganas – North, West Bengal Registrar/ Registrar & Share Transfer The Registrar & Share Transfer Agent of the Company, S.K. Agent/RTA Infosolutions Private Limited

3 Listing Related Terms

Term Description Allotment The allotment of Equity Shares pursuant to earlier Issues. Allottees Persons to whom Equity Shares of our Company were issued pursuant to earlier Issues. Equity Listing Agreements The listing agreements entered into between our Company and the Stock Exchanges. Equity Shareholder(s) Holder(s) of Equity Shares of our Company as on the date of filling this Information Memorandum. Registrar & Share Transfer Agent S.K. Infosolutions Private Limited

ABBREVIATIONS

Term Description Rs. or Rupees or INR Indian Rupee Act or Companies Act The Companies Act, 1956, and The Companies Act, 2013, as amended from time to Time. AGM Annual General Meeting. AS Accounting Standards issued by the Institute of Chartered Accountants of India. AY Assessment Year BIFR Board for Industrial and Financial Reconstruction. CG Central Government CIN Corporate Identification Number CDSL Central Depository Services (India) Limited Central Government The Central Government of India Companies Act Companies Act , 1956 and Companies Act , 2013 Depositories NSDL and CDSL Depositories Act A depository registered with the SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996 DIN Directors Identification Number DP/ID Depository Participant Identity DP/ Depository Participant A depository participant as defined under the Depositories Act, 1996 EBITDA Earnings Before Interest, Tax, Depreciation and Amortization EGM ExtraordinaryGeneral Meeting EPS Earnings per Equity Share ESOP Employees’ Stock Option Scheme Financial year/fiscal/ FY Period of twelve months ended March 31 of that particular year, unless otherwise stated FDI Foreign Direct Investment GDP Gross Domestic Product HUF Hindu Undivided Family IT Act The Income-tax Act, 1961, as amended from time to time, except as stated otherwise Indian GAAP Generally Accepted Accounting Principles in India IPO Initial Public Offer ISO International Organisational for Standardisation ISIN International Securities Identification Number 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 4 OTC OTC Exchange of India Limited p.a. per annum 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 ROC Registrar of Companies, West Bengal RSE Regional Stock Exchange SCORES SEBI Complaints Redress System 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 amended from time to time SWOT Strength, Weakness, Opportunities and Threats of the Company State Government The government of a state of the Union of India Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended UIN Unique Identification Number

5 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 J R D Finance Limited.

Financial Data

Unless indicated otherwise, the financial data in this Information Memorandum is derived from the financial statements prepared in accordance with the Generally Accepted Accounting Principles in India (“Indian GAAP”) and the Companies Act, 1956, and the Companies Act, 2013 as amended (“Companies Act”) included elsewhere in this Information Memorandum.

The financial year commences on April 1stand ends on 31st March, so all references to a particular financial year are to the twelve-month period ended 31st March of that year. The Company publishes its financial statements in Indian Rupees. 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.

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. 6 • 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.

Material Contract

The Company has not entered into any material contract or agreement other than those entered into the ordinary course of business.

Absolute Responsibility of J R D Finance Limited

J R D Finance 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.

SECTION III – RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF

An investment in Equity Shares involves a high degree of risk. One should carefully consider all the information’s in this Information Memorandum, including the risks and uncertainties described below, before making an investment in our Equity Shares. To obtain a complete understanding, this section should be read in conjunction with the section “Our Business” on as well as the other financial and statistical information contained in this Information Memorandum. The risks and uncertainties described in this section are not the only risks and uncertainties we currently face. Additional risks and uncertainties not known to us or the ones which we currently deem immaterial may also have an adverse effect on our business, financial condition and results of operations. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved therein. Unless otherwise stated, the financial data used in this section has been derived from our Company's audited financial statements for the financial years ended on March 31, 2013, March 31, 2014, and March 31, 2015.

Internal Risk Factors

1. Limited History and Business Operations

The Company was incorporated on 16.03.1993 and has exposure to limited size of business operations. The Company is registered with RBI as Non Deposit Accepting – NBFC vide certificate of Registration dated 29th August , 2003. The Company is presently engaged in the business of financing, money lending, corporate lending with or without securities, providing finance to industrial enterprises, individuals and participating in consortium finance with other lenders, investment in securities, etc.

2. Irregularities in compliances with norms applicable to NBFCs

The Company has been regular in complying with the norms applicable for NBFCs-ND including that relating to Net Owned Funds, creation of Statutory/Special reserve under Section 45IC of RBI Act, filing of returns with RBI on periodic basis, etc. Our Company has till date not received any show cause notice for any irregularities/non compliances.

3. Increasing competition from banks, financial institutions and NBFCs

The successful implementation of Issuer’s growth plans depends on its ability to face the competition. The main competitors of the Issuer are financial institutions and banks. The Issuer, being an NBFC, does not have access to large quantities of low cost funds because of which it may become less competitive. As the Issuer further expands its business, it is likely to face additional competition from those who may be better capitalised, have longer operating history and better management. If the Issuer is unable to manage its business and compete effectively with current or future competitors it might impede its competitive position and profitability.

External Risk Factors

1. The Shares may be illiquid

7 The Company intends to list the shares in the Metropolitan Stock Exchange of India Limited . The Company cannot provide any guarantee that the shares will be frequently traded on the Stock Exchange(s) and that there would be any market for the said shares. It is not possible to predict if and to what extent a secondary market may develop in the capital market or at what price the shares will trade in the secondary market or whether such market will be liquid or illiquid. The fact that the shares may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity. The more limited the secondary market is, the more difficult it may be for holders of the shares to realise value for the shares.

2. A slowdown in economic growth in India

A slowdown in the Indian economy / GDP may adversely affect Company’s business, including its ability to enhance its asset portfolio and the quality of its assets, and its ability to implement certain measures could be adversely affected by a movement in interest rates, or various other factors affecting the growth of industrial, manufacturing and services sector or a general down trend in the economy. Any adverse revision to India's credit rating for domestic and international market by international rating agencies may adversely impact the Company’s business.

3. Material changes in regulations to which the Company is subject

NBFCs in India are subject to detailed supervision and regulation by the RBI, though currently NBFCs not accepting public deposits are exempt from many provisions. In addition, the Company is generally subject to changes in Indian law, as well as to changes in regulations and policies and accounting principles. The RBI also requires the Company to make provisions in respect of NPAs. Any changes in the regulatory framework affecting NBFCs including the provisioning for NPAs or capital adequacy requirements could adversely affect the profitability of the Company or its future financial performance by requiring a restructuring of its activities, increasing costs or otherwise. The Company is subject to certain statutory, regulatory, exposure and prudential norms and this may limit the flexibility of the Company’s loans, investments and other products.

4. Legality of Purchase

Potential investors of the shares will be responsible for the lawfulness of the acquisition of the Shares, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that potential investor with any law, regulation or regulatory policy applicable to it.

5. Tax rates applicable to the Company may increase and may have an adverse impact on its business.

The tax rates including surcharge and education cess applicable to the Company for fiscal 2014-15 is 30.90%. Any increase in the tax rates may have an adverse impact on the business of the Company and results of operations and the Company can provide no assurance as to the extent of the impact of such changes.

8 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 Our Company was incorporated on 16th March, 1993 under the name JRD Finance Limited, which was subsequently converted into a public Limited Company and a fresh Certificate of Incorporation was obtained on 05.08.1996 under the jurisdiction of Registrar of Companies West Bengal. The Corporate Identification Number (CIN) of the Company is L65999WB1993PLC058107. The Authorized Capital of the Company is Rs. 2,25,00,000/- and Paid-up Capital is Rs. 1,75,35,120/-.

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 2013-2015. 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 annexure thereto provided with this information memorandum.

Statement of Assets and Liabilities (Fig.’ Rs.) Particulars 2015 2014 2013 Non-current assets Non-Current Investment 0.00 1,58,469.00 4,83,469.00 Fixed Assets 0.00 345.00 431.00 Deferred Tax Assets 23,934.00 25,077.00 26,129.00 Long Term Loans and advances 3,89,29,250.00 3,83,13,283.00 2,36,18,818.00

Current Assets Trade Receivable 70,30,967.00 4,19,028.00 0.00 Short-term Loans and Advances 0.00 0.00 10,00,000.00 Cash & Cash Equivalents 12,61,473.00 43,33,885.00 11,00,998.00 Other Current Assets 890378.00 628534.00 301923.00

TOTAL ASSETS 4,98,37,458.00 4,55,99,240.00 2,73,59,669.00

Non-current Liabilities Long-term Borrowings 1,01,577.00 1,00,085.00 63,617.00 Total Non-Current Liabilities 1,01,577.00 1,00,085.00 63,617.00

Current Liabilities 0.00 0.00 0.00 Short-term Provisions 0.00 0.00 0.00 Sundry Creditors / Trade Payables 0.00 0.00 0.00 Other Current Liabilities 3,06,82,800.00 2,65,76,743.00 85,05,345.00 Total Current Liabilities 3,06,82,800.00 2,65,76,743.00 85,05,345.00

Net Worth Share Capital 1,75,35,120.00 1,75,35,120.00 17,535,120.00 Reserve & Surplus 15,17,962.00 13,87,292.00 12,55,587.00 Total Net Worth TOTAL LIABILITIES 4,98,37,458.00 4,55,99,240.00 2,73,59,669.00

Statement of Profit and Loss Account (Fig.’ Rs.) Particulars 2015 2014 2013 Income Income from Operations 40,74,310.00 33,09,545.00 18,06,429.00 Other Income 12,700.00 11,83,975.00 (21626.00) Total 40,87,010.00 44,93,520.00 17,84,803.00 9 Expenditure Purchase of Shares 93,40,668.00 40,46,058.00 8,83,087.00 Change in Inventories (66,11,940.00) (419028.00) 0.00 Employee benefit expense 7,04,650.00 4,60,690.00 5,26,760.00 Depreciation and amortization Expense 345.00 86.00 112.00 Loss on sale of Investment 93,093.00 0.00 0.00 Other Expenses 3,93,065.00 1,94,284.00 3,09,730.00 Total 39,19,881.00 42,82,090.00 17,19,689.00

Profit before tax 1,67,129.00 2,11,430.00 65,115.00 Less: Provision for Tax 31,846.00 42205.00 12,330.00 Add: MAT credit Entitlement 1,978.00 0.00 (12,330.00) Add: Income tax for earlier years written 1,143.00 1,052.00 27785.00 Back Profit after tax 1,32,162.00 1,68,173.00 37,330.00

Earnings Per Share Basic 0.07 0.08 0.02 Diluted 0.07 0.08 0.02

Statement of Cash Flow Statement (Fig.’ Rs.) Particulars 2015 2014 2013 Cash flow from operating activities: Net profit/loss before tax 1,67,129.00 2,11,430.00 65,115.00 Adjustment for: Depreciation 345.00 86.00 112.00 Loss/ (Profit) on sale of Fixed Assets/ Investments 93,093.00 (11,83,000.00) 21,626.00 Dividend received on Investment (320.00) (400.00) Operating Cash flows before working Capital changes Changes in Working Capital: Increase/ (Decrease) in Trade and Other Receivable (6611939.00) (419028.00) 0.00 Increase/ (Decrease) in other current assets 19163.00 (13,73,502.00) (5,60,028.00) Increase/ (Decrease) in other non- current assets (261844.00) (368816.00) (1,39,350.00) Increase/ (Decrease) in Loans & Advances (615967.00) (1,33,75,681.00) (1,60,39,578.00) Increase/ (Decrease) in Current Liabilities 4106057.00 1,80,71,398.00 84,65,914.00 Cash generated from operations 15,62,567.00 (8186589.00) Net income tax (paid) / refunds 0.00 0.00 Net cash generated from /(used in) operating activities [A] 31,37,789.00 15,62,567.00 (81,86,589.00) Cash flows from investing activities: Purchase of Investments 0.00 0.00 0.00 Sale of Investments 65,376.00 15,08,000.00 88,13,214.00 Dividend on Investment Received 0.00 320.00 400.00 Net cash used in investing activities [B] 65376.00 15,08,320.00 88,13,614.00 Net increase / (decrease) in cash and cash equivalents 30,72,413.00 32,32,887.00 6,27,025.00 [A+B] Cash and cash equivalents at the beginning of the year / 43,33,885.00 11,00,998.00 4,73,973.00 period Cash and cash equivalents at the end of the year / period 12,61,473.00 43,33,885.00 6,27,025.00

10 GENERAL INFORMATION

CORPORATE IDENTIFICATION NUMBER (CIN) L65999WB1993PLC058107 REGISTERED OFFICE OF THE COMPANY P - 173, Bangur Avenue, Block - B, Ground Floor, Kolkata - 700055 Parganas – North, West Bengal TELEPHONE 03325745533 EMAIL-ID [email protected] REGISTRAR OF COMPANIES West Bengal

BOARD OF DIRECTORS & KMP

Name of the Directors Category DIN/PAN Address Bharath Kedia Director 00259738 174B, Block G, New Alipore Kolkata - 700053 Pradeep Kumar Drolia Director 00291966 100, S. N. Roy Road Kolkata - 700038 Himangshu Mondal Director 06984911 Panchani Gujrat Uttar Hallyan Bagnan Howrah - 711312

Compliance Officer

Mr. Himangshu Mondal Address - P - 173, Bangur Avenue, Block - B, Ground Floor, Kolkata - 700055

Share Transfer Agents

Statutory Auditors

Shashi Agarwal & Co. FRN: 322552E Partner: Vinit Jalan M.NO: 062807

CAPITAL STRUCTURE

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

Sr. No. Particulars Aggregate Nominal Value (Rs.) A Authorized Share Capital: 22,50,000 equity shares of Rs. 10 each 2,25,00,000.00 B Issued and Subscribed Capital 20,00,000 equity shares of Rs. 10/- each. 2,00,00,000.00 C Paid up Capital 16,70,300 equity shares of Rs. 10/- each fully paid up and 3,29,700 1,75,35,120.00 equity shares Partly paid up.

11 Build up History of Paid-up Capital Date of No. of Face Issue Distinctive Number Allotment/ Equity Value Price Fully Paid Up Shares (In Rs.) (In Rs.) allotted

Equity Shares 200 10 2000 1 200 Incorporation 16.03.1993 Equity Shares 70 10 700 201 270 11.07.1996 Equity Shares 475000 10 4750000 271 475270 30.11.1196 Equity Shares(IPO) 1524730 10 15247300 475271 2000000

CONVERTIBLE INSTRUMENTS / WARRANTS The Company has not issued any Convertible instrument including warrants till now.

Shareholding pattern as per clause 35 of the Listing Agreement as on 30.09.2015

Shareholding pattern as per clause 35 of the Listing Agreement as on 31.12.2015

LIST OF TOP 10 SHAREHOLDERS AS ON DATE (31.12.2015)

Sr. No Name of the Shareholder No. of Shares % of Shares

1 Saumya Consultants Ltd. 112500 5.63 2 B Q R Investment & Credit Co. Ltd. 105000 5.25 3 Diamond Shipping & Co. Ltd. 100000 5.00 4 Parbati Holdings Limited 70000 3.50 5 M P Investment & Consultancy Serv. Ltd. 70000 3.50 6 Dhawan Vinimoy (P) Ltd. 50000 2.50 7 Vivog Commercial (P) Ltd. 45000 2.25 8 Sukanya Trading & Finance Ltd. 37800 1.89 9 Rupsagar Tie-up (P) Ltd. 37800 1.89 10 RBS Credit & Financial Development Ltd. 37800 1.89 TOTAL 665900 33.33

Disclosures: 1. No dividend and Cash Bonus has been paid during the last 10 years. 2. 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). 3. 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. 4. There are no outstanding warrants which are pending for conversion.

SECTION V – ABOUT THE COMPANY

Brief History of our Company

12 Situation of Registered Office

The registered Office of the company is situated at P - 173, Bangur Avenue, Block - B, Ground Floor, Kolkata - 700055

Main Objects of the Company

The main objects of the company to be pursued by the Company on its incorporation are:-

1. To Receive money deposits on interest or otherwise and with or without security and to lend and advance money with or without security to such persons, firms or companies and upon such terms and subject to conditions as may seem expedient provided that the Company shall not carry on the business of banking as defined in the Banking Regulation Act and subject to provisions of the act and rules framed thereunder.

2. To carry on the business of Investment, finance and/or to acquire by purchase or otherwise buy, subscribe for, tender, exchange hold, sell, transfer, hypothecate, deal in and dispose of any shares, bonds, stocks, obligations, securities, debentures, debenture stocks, properties certificates issued or guaranteed by any Company constituted & carrying on business in India or elsewhere, any Government State, dominions, sovereign, central ,or state commissioners, port trust, public body or other authority, supreme, municipal local or otherwise whether in India or elsewhere.

3. To carry on allow any of the business of buyers, sellers, suppliers, growers, processors, traders, merchants, exporters indenters, brokers, agents, assemblers, stockiest and dealers in gems and jewellery and silver utensils and ornaments and of all kinds of machinery items and man- made fibers, textiles of all kinds, all types of yarn, cloths, oil, and oilseeds, tea, coffee, spices, dry fruits, drugs, leather goods, garments, hosiery, textiles, iron, and steel and all steel based products G.I. sheets, G.P. sheets and other related items, jute, and jute product, automobiles spares, coal, hard coke, soft coke, vegetables, oil machine parts, aluminum, electronic parts and devices and all kinds metals, pipe, hardware, items and earthmoving equipments and to work as commission agents, brokers, contractors, film distributors dealers, order suppliers and selling agents, cement, chemicals, minerals, potato, onions, consumer durables, dealing in share in and computers.

Promoter

For details, please see the chapter entitled, “Our Promoter and Promoter Group” of this Information Memorandum.

Major events

Year Event 1993 Incorporation of the Company

Our Business For details in relation to our Business, please see the chapter entitled “Our Business” of this Information Memorandum.

Joint Ventures The company has not entered into any Joint Ventures

Time and Cost Overruns The nature of our Company’s business does not include implementation of projects and therefore our Company believes there have been no time and cost overruns in the implementation of our projects.

Lock-out, Strikes, etc. There have been no lock-outs, strikes etc. during the last five years preceding the date of this Information Memorandum.

Subsidiaries The Company has no subsidiaries and company is not subsidiary of any company as on date of this Information Memorandum. 13 Acquisitions of business / undertakings Our Company has neither acquired any entity nor been involved in any scheme of arrangement.

Material Contracts There are no material contracts, agreements (including agreements for technical advice and collaboration), concessions and similar other documents (except those entered into in the ordinary course of business carried on or intended to be carried on by the company), executed or entered into by the Company.

OUR MANAGEMENT

Board of Directors The overall management of J R D Finance Limited is vested in the Board of Directors, comprised of qualified and experienced persons. We currently have three Directors on our Board.

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

Name, Designation, Address, Nationality, PAN and DIN Name- BHARATH KEDIA Designation-Director Address- 174B, Block G, New Alipore Kolkata 700053 Nationality-Indian PAN- AASPK1408L DIN- 00259738 Name- PRADEEP KUMAR DROLIA Designation- Director Address- 100, S. N. Roy Road, Kolkata - 700038 Nationality-Indian PAN-ADEPD1337J DIN- 00291966 Name- HIMANGSHU MONDAL Designation- Director Address- Panchani Gujrat, Uttar Hallyan, Bagnan, Howrah - 711312 Nationality-Indian PAN- CNMPN1622F DIN- 06984911

BRIEF PROFILES OF THE DIRECTORS

MR. BHARATH KEDIA DIN – 00259738 PAN – AASPK1408L Address - 174B, Block G, New Alipore Kolkata 700053 Brief Description of the Business, Work Profile & Experience He has an expertise in the management of the company and looks after the day to day affairs of the company. Date of Joining 19/09/2005

MR. PRADEEP KUMAR DROLIA DIN - 00291966 PAN – ADEPD1337J Address - 100, S. N. Roy Road, Kolkata - 700038 Brief Description of the Business, Work Profile & Experience He has an expertise in the financial sector and he also gives his valuable time to the management of the company. Date of Joining - 12/06/2006

14 MR. HIMANGSHU MONDAL DIN - 06984911 PAN – CNMPN1622F Address - Panchani Gujrat, Uttar Hallyan, Bagnan, Howrah - 711312 Brief Description of the Business, Work Profile & Experience Himangshu Mondal is also one of the directors of the company. He is one of the pleasing personalities in the board. He always looks after day to day activities of the Company and work for the same. Date of Joining 29/09/2014

Other Benefits

Service Agreements with Directors Our Company has not entered into any services contracts with any of our Directors for providing any benefit upon termination of employment.

Remuneration to Non-Executive Directors Except as disclosed in this Information Memorandum, none of the beneficiaries of loans, advances and sundry debtors are related to our Directors. No sitting fee has been paid to the Directors of our Company in the earlier financial years.

Shareholding of Directors Our Directors hold NIL Equity Shares as on the date of this Information Memorandum.

OUR PROMOTER AND PROMOTER GROUP The Company is promoted by:

SL. NAME OF THE PROMOTER PERSONAL ADDRESS PAN NO. 1 Rajesh Kumar Sultania 49, Regent Place, AIKPS66441 Kolkata- 700040. 2 Ram Niranjan Sharama 102,Mukata Ram Babu Street, ALYPS0627G Kolkata- 700 007 3 Jitendra Kumar lohia 2, N.C. Dutta Sarani,7th Floor, AAZPL4012C Kolkata-700001. 4 Jivan Kumar Jitendra Kumar(HUF) 2, N.C. Dutta Sarani,7th Floor, AABHJ5976M Kolkata-700001. 5 Jitendra Kumar Lohia(HUF) 2, N.C. Dutta Sarani,7th Floor, AABHJ5884J Kolkata-700001. 6 Karuna Lohia 2, N.C. Dutta Sarani,7th Floor, ABDPL5007G Kolkata-700001. 7 Aparna Lohia 2, N.C. Dutta Sarani,7th Floor, AAHPL9758K Kolkata-700001.

RELATED PARTY TRANSACTIONS For details of the related party disclosures, as per the requirements under Accounting Standard 18 “Related Party Disclosures” issued by the Institute of Chartered Accountants in India and as reported in the restated financial information, please see the chapter entitled “Financial Information” of this Information Memorandum.

SECTION VI – FINANCIAL INFORMATION Balance Sheet for the year 2015

SECTION VI - OUTSTANDING LITIGATIONS Except as stated herein, there are no outstanding or pending litigation, suits, civil prosecution, criminal proceedings or tax liabilities against our Company, our Directors, our Promoters and Group Companies and there are no defaults, non-payment of statutory dues, over dues to banks and financial institutions, defaults against bank and financial institutions and there are no outstanding debentures, bonds, fixed deposits or preference shares issued by our Company; no default in creation of full security as per the terms of the issue, no proceedings initiated for economic or other offences (including past cases where penalties may or may not have been awarded and irrespective of whether 15 they are specified under paragraph (I) of Part I of Schedule XIII of the Companies Act, 1956), and no disciplinary action has been taken by SEBI or any stock exchanges against our Promoters, our Directors or Group Companies.

I. CASES FILED BY OUR COMPANY Civil Cases There are no civil proceedings filed by our Company.

Criminal Cases There are no criminal proceedings filed by our Company.

II. Outstanding litigations of involving the Promoters/ Promoter Companies/ directors of Promoter Companies and Group Companies: There are no outstanding litigations.

SECTION VIII- LICENSE & GOVERNMENT APPROVALS The Company has received the necessary consents, licenses, permissions and approvals from the Government of India and various governmental agencies required for the present business (as applicable on date of this Information Memorandum) and except as mentioned below, no further approvals are required for carrying on the existing business and expansion plans. It must be distinctly understood that, in granting these approvals, the Government of India does not take any responsibility for the Company financial soundness or for the correctness of any of the statements made or opinions expressed in this behalf. In view of the approvals already obtained, the Company can undertake this Issue and the current/ proposed business activities and no further major approvals from any governmental or regulatory authority or any other entity are required to undertake the Issue or continue the business activities, except the pending approvals mentioned below. Unless otherwise stated, these approvals are all valid as of the date of this Information Memorandum. The following statement sets out the details of licenses, permissions and approvals taken by the Company under various central and state laws for carrying out its business.

I. Approvals In Relation To Our Company’s Incorporation

Sl. Particulars of License / Name of Issuing Date of Issue and No. Registration Approval Authority Approval No./ Registration No. 1. Certificate of Incorporation of the company Registrar of Companies West Bengal 16.03.1993

II. Approvals for the Listing Our Board of Directors has approved the Direct Listing pursuant to resolution passed at their meeting held on 10th November, 2015.

III. Approvals in relation to our business Our Company is required to obtain various approvals in relation to our business. The registrations and approvals obtained by our Company in respect of our business in India include the following:

Sl. No. Name of Registration License/ Name of Issuing Registration No. & Date Authority / Department 1. Company’s PAN AAACJ7767J Income Tax Department

The entire Equity Share Capital of the Company was listed at OTC Exchange of India. The Company desires to sustain its listing status by getting listed in Metropolitan Stock Exchange Of India Limited (MSEI) formerly known as MCX- SX Stock Exchange Limited (MCX-SX) which has been recognized as one of the permanent stock exchanges in India.

Further considering the followings benefits of listing, the Management has got motivated to get the securities of the Company listed on Metropolitan Stock Exchange Of India Limited (MSEI) formerly known as MCXSX Stock Exchange Limited (MCX-SX):- a.) Fund Raising and exit route to investors:

16 Listing provides an opportunity to the Corporate / entrepreneurs to raise capital to fund new projects/undertake expansions/diversifications and for acquisitions. Listing also provides an exit route to private equity investors as well as liquidity to the ESOP-holding employees. b.) Ready Marketability of Security: Listing brings in liquidity and ready marketability of securities on a continuous basis adding prestige and importance to listed companies. c.) Ability to raise further capital: An initial listing increases a company's ability to raise further capital through various routes like preferential issue, rights issue, Qualified Institutional Placements and ADRs/GDRs/FCCBs, and in the process attract a wide and varied body of institutional and professional investors. d.) Supervision and Control of Trading in Securities: The transactions in listed securities are required to be carried uniformly as per the rules and byelaws of the exchange. All transactions in securities are monitored by the regulatory mechanisms of the stock exchange, preventing unfair trade practices. It improves the confidence of small investors and protects them. e.) Fair Price for the Securities: The prices are publicly arrived at on the basis of demand and supply; the stock exchange quotations are generally reflective of the real value of the security. Thus listing helps generate an independent valuation of the company by the market.

SECTION IX- PURPOSE OF LISTING f.) Timely Disclosure of Corporate Information: The listing agreement signed with the exchange provides for timely disclosure of information relating to dividend, bonus and right issues, book closure, facilities for transfer, company related information etc by the company. Thus providing more transparency and building investor confidence. g.) Collateral Value of Securities: Listed securities are acceptable to lenders as collateral for credit facilities. A listed company can also borrow from financial institutions easily as it is rated favorably by lenders of capital; the company can also raise additional funds from the public through the new issue market with a greater degree of assurance. h.) Better Corporate Practice: Since the violation of the listing agreement entails the de-listing/suspension of securities from the rings of the exchange, the listed companies are expected to follow fair practices to the advantage of investors and public. i.) Benefits to the Public: The data daily culled out by the stock exchange in the form of price quotations and others; provide valuable information to the public which can be used for project and research studies. The stock exchange prices can be an index of the state of the economy. Financial institutions, NRIs, individual investor’s etc. can take wise decisions before making investments.

SECTION X – OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following contracts which have been entered or are to be entered into by our Company (not being contracts entered into in the ordinary course of business carried on by our Company or contracts entered into more than two years before the date of this Information Memorandum) which are or may be deemed material have been attached to the copy of the Information Memorandum delivered to the ROC for registration. Copies of the above mentioned contracts and also the documents for inspection referred to hereunder, may be inspected at the Registered Office between 10:00 a.m. and 04:00 p.m. on all 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 three financial years ended on 31st March, 2013 and 2014 and 2015. 4. Copy of Board Resolution for approval of Listing at Metropolitan Stock Exchange Of India Limited (MSEI) formerly known as MCX- SX Stock Exchange Limited (MCX-SX).

17 Any of the contracts or documents mentioned in this Information Memorandum may be amended or modified at any time if so required in the interest of our Company or if required by the other parties, without reference to the shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes.