Shivom Investment & Consultancy Limited

INFORMATION MEMORANDUM Dated: 16th December, 2014

SHIVOM INVESTMENT & CONSULTANCY LIMITED Our Company was originally incorporated as G. Raj Financial Consultancy Private Limited on 21st May, 1990 under the Companies Act, 1956 as a Private Limited Company in the State of West Bengal. On 28th July, 1992 the Company was converted into a Public Company as G. Raj Financial Consultancy Limited. Subsequently, the Company’s name was changed to Shivom Investment & Consultancy Limited on 14th December, 1999. The Corporate Identification Number (CIN) of the Company is L74140WB1990PLC049044. For details of change in our name and registered office, see the section “General Information” on page 23. Registered Office: 91, N.S. Road, 3rd Floor, Vilayati Kothi, Kolkata-700001 Company Secretary & Compliance Officer: Mr. Jayanta Gupta Telephone: (033) 3262-7554 Email ID: [email protected] Website: www.shivominvestmentconsultancyltd.com

INFORMATION MEMORANDUM FOR LISTING OF 69,951,325 EQUITY SHARES OF RS.10/-EACH FULLY PAID UP GENERAL RISKS Investment in equity and equity-related securities involve a degree of risk and investors should not invest in the equity shares of Shivom Investment & Consultancy 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 Shivom Investment & Consultancy Limited. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved. ABSOLUTE RESPONSIBILITY OF SHIVOM INVESTMENT & CONSULTANCY LIMITED Shivom Investment & Consultancy Limited having made all reasonable inquiries, accepts responsibilities for, and confirms that this Information Memorandum contains all information with regard to Shivom Investment & Consultancy 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 Shivom Investment & Consultancy Limited which are listed on The Calcutta Stock Exchange Limited (CSE) , Jaipur Stock Exchange Limited (JSEL) and Ahmedabad Stock Exchange Limited (ASEL) are proposed to be listed and traded on MCX Stock Exchange Limited (MCX-SX).

REGISTRAR AND SHARE TRANSFER AGENT NICHE TECHNOLOGIES PRIVATE LIMITED SEBI Registration No.: - INR000003290 7 D-511, Bagree Market, 71, B.R.B Basu Road, Kolkata – 700001 West Bengal, India Phone: 033-2235-7270 Email ID: [email protected]

Website: www.nichetechpl.com

TABLE OF CONTENTS

I. DEFINITIONS AND ABBREVIATIONS 1 II. GENERAL Presentation of Financial, Industry and Market Data 4 Forward Looking Statements 5 III. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF 6 IV. INDUSTRY OVERVIEW 11 V. OUR BUSINESS Summary of Business 15 Overview 15 Summary of Financial Information 18 General Information 21 Capital Structure 23 VI. OTHER REGULATORY AND STATUTORY DISCLOSURES 45 VII. ABOUT THE COMPANY Our History and certain Corporate Matters 48 Our Management 52 Our Promoter and Promoter Group 58 Related Party Transactions 58 VIII. FINANCIAL INFORMATION

Financial Information 59 IX. OUTSTANDING LITIGATIONS 75 X. LICENSE & GOVERNMENT APPROVALS 77 XI. PURPOSE OF LISTING 78 XII. OTHER INFORMATION Material Contracts And Documents For Inspection 80 XIII. DECLARATION 81

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.

Company Related Terms

Term Description “The Company” or “Shivom” or Shivom Investment & Consultancy Limited having its “Shivom Investment” or “we” or “us” or Registered Office at 91, N.S. Road, 3rd Floor, Vilayati Kothi, “our” Kolkata-700001. AOA/Articles/Articles of Association Article of Association of the Company, as amended from time to time, unless the context otherwise specifies. Auditors / Statutory Auditors The Statutory Auditors of the Company, M/S Surana Singh Rathi & Co., Chartered Accountants. Banker(s) to the Company The Bankers of the Company, HDFC Bank Ltd.

Board of Directors/ Board/ Directors The Board of Directors of the Company or a committee Constituted thereof, unless the context otherwise specifies. MCX STOCK EXCHANGE / MCX MCX Stock Exchange Limited (MCX-SX). 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 Shivom Investment & Association/MOA Consultancy 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 91, N.S. Road, 3rd Floor, Vilayati Kothi, Kolkata-700001. Registrar/ Registrar & Share Transfer The Registrar & Share Transfer Agent of the Agent/RTA Company is Niche Technologies Private Limited.

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. Banker(s) to the Company HDFC Bank Limited 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 Niche Technologies Private Limited.

ABBREVIATIONS

Term Description Rs. or Rupees or INR Indian Rupees 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. CAGR Compound Annual Growth Rate 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 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 Extraordinary General Meeting EPS Earnings per Equity Share Financial year/fiscal/ FY Period of twelve months ended March 31 of every year, unless otherwise stated FDI Foreign Direct Investment GDP Gross Domestic Product HUF Hindu Undivided Family IT Act The Income-tax Act, 1961, as a mended from time to time, Indian GAAP Generally Accepted Accounting Principles in India

ISO International Organisational for Standardisation 2

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 p.a. per annum PE Public Enterprise P/E Ratio Price/Earnings Ratio PAN Permanent Account Number allotted under the Income Tax Act, 1961 PAT Profit after tax PBT Profit before tax RBI Reserve Bank of India RBI Act The Reserve Bank of India Act, 1934, as amended from time to time ROC Registrar of Companies, West Bengal RSE Regional Stock Exchange SCORES SEBI Complaints Redress System SEBI The Securities and Exchange Board of India SEBI Act Securities and Exchange Board of India Act 1992, as amended from timetotime Secondary Listing MCX Secondary Listing Norms SWOT Strengths, 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

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 Shivom Investment & Consultancy 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, as amended (“Companies Act”) included elsewhere in this Information Memorandum.

The financial year commences on 1st April and 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

India’s financial services sector has been one of the fastest growing sectors in the economy. The economy has witnessed increased private sector activity including an explosion of foreign banks, insurance companies, mutual funds, and venture capital and investment institutions. The ability of the financial services sector in its present structure to make available investible resources to the potential investors in coming years, such as equity and long term, medium and short-term debt. Volatility in global commodity prices has had a major impact on Indian companies. This has led to non-performing loans and provisioning for credit losses becoming a key area of concern for the Indian financial system.

FORWARD LOOKING STATEMENTS

This Information Memorandum contains certain words or phrases, including, “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “would”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement.

All forward looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others: -

• General economic and business conditions in India and other countries. • Our ability to successfully implement our strategy, our growth and expansion, our exposure to market risks that have an impact on our business activities or investments. • The changes in monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices. • The performance of the financial markets in India and globally, changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry. • Changes in the value of the Rupee and other currencies. • The occurrence of natural disasters or calamities. • Change in political and social conditions in India. • The Loss or shutdown of operations of the Company at any time due to strike. • The Loss of our key employees and Staff. • Our ability to respond to technological changes.

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 Shivom Investment & Consultancy Limited

Shivom Investment & Consultancy 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 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 page 16 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, 2014.

Internal Risk Factors

As an NBFC, we face the risk of default and non-payment by borrowers and other counterparties. Any such defaults and non-payments would result in write-offs and/or provisions in our financial statements which may materially and adversely affect our profitability and asset quality

Any lending activity is exposed to credit risk arising from the risk of default and nonpayment by borrowers and other counterparties. The size of our loan portfolio is expected to grow as a result of our expansion strategy. This will expose us to an increasing risk of defaults as our portfolio expands. The borrowers may default in their repayment obligations due to various reasons including insolvency, a lack of liquidity, and operational failure.

In particular, the customers of the Business Loans may have relatively higher sensitivity to economic conditions and also the unsecured individual borrowers are generally less financially robust than corporate borrowers and often do not have any credit history supported by tax returns and other related documents, as a result, are likely to be more severely affected by deteriorating economic conditions. In deciding whether to extend credit to, or to enter into transactions with, customers and counterparties, we rely on other relevant information furnished to us by customers, and our personal contacts and networks based on which we perform our credit assessment. We cannot be certain that our risk management controls will continue to be sufficient or that additional risk management policies for individual borrowers will not be required. Failure to continuously monitor the loan accounts, particularly for individual borrowers, could adversely affect our credit portfolio which could have a material and adverse effect on our business, future financial performance and results of operations. If any of the aforesaid information, as obtained from customers, is misleading or inaccurate, the procedures that we follow may not be adequate or sufficient to provide accurate data as to the creditworthiness of our customers and counterparties. In the event that we do not accurately identify the risk of default, or if we rely on information that may not be true or may be materially misleading, our business, future financial performance and results of operations may be materially and adversely affected.

Company’s inability to manage growth may lead to loss of opportunities and may hamper its future growth plans

While the Company has been generally successful in execution of its business strategy in the past, the same may not hold true in future. Company may be subject to growth-related risks including capacity constraints and pressure on internal systems and controls. Company’s inability to deal with such a growth could have a material adverse impact on its business, operations and prospects. In order to manage its current operations and any future growth effectively, it will need to continue to implement and improve it’s operational, financial and management 6

information systems and to hire, train, motivate, manage and retain its employees. There can be no assurance that it will be able to manage such growth effectively, that its management, personnel or systems will be adequate to support its operations or that it will be able to achieve the increased levels of revenue commensurate with the increased levels of operating expenses associated with such growth. Any failure on its part to scale up infrastructure and management to meet the challenges of rapid growth could cause disruptions to its business and could be detrimental to its long-term business prospects.

Company’s success significantly depends on its management and operational teams and other skilled professionals. If it fails to retain, motivate and/or attract such personnel, its business may be unable to grow and its revenues could decline, which may decrease the value of our Equity Shares.

Company is dependent on the senior members of its management and operational team for its continued success and growth. Its success depends on its ability to attract, train, motivate and retain highly skilled professionals. If it cannot hire and retain the qualified personnel, its ability to continue to expand may be impaired and its revenues could decline.

If the Company is not able to obtain, renew or maintain the permits and approvals required to operate its business, this may have a material adverse effect on its business.

The Company requires certain permits and approvals to operate its businesses, including permits required by the environmental regulatory authorities. There can be no assurance that the relevant authorities will issue any such permits or approvals in the time-frame anticipated by the Company or at all. If the Company fails to renew, maintain or obtain the required permits and approvals, and licenses in a timely manner or at all, it would interrupt its operations.

Our business requires us to obtain and renew certain registrations, licenses and permits from government and regulatory authorities and the failure to obtain and renew them in a timely manner may adversely affect our business operations.

Our business operations require us to obtain and renew from time to time, certain approvals, licenses, registrations and permits, some of which may expire and for which we may have to make an application for obtaining the approval or its renewal. We will be applying for certain approvals relating to our business. If we fail to maintain such registrations and licenses or comply with applicable conditions, or a regulatory authority claims we have not complied, with these conditions, our certificate of registration for carrying on a particular activity may be suspended and/or cancelled and we will not then be able to carry on such activity.

Further, we may become liable to penal action if our activities are adjudged to be undertaken in the manner not authorized under the applicable law. This could materially and adversely affect our business, financial condition and results of operations. We cannot assure you that we will be able to obtain approvals in respect of such applications or any application made by us in the future.

Our trademark is not registered under the Trade Marks Act our ability to use the trademark may be impaired.

Our company’s business may be affected due to our inability to protect our existing and future intellectual property rights. Currently, we do not have a registered trademark over our name and logo under the Trade Marks Act and consequently do not enjoy the statutory protections accorded to a trademark registered in India and cannot prohibit the use of such logo by anybody by means of statutory protection. This could have a material adverse effect on our business, which in turn could adversely affect our results of operations.

If we are unable to retain the services of our Key Managerial Personnel, our business and our operating results could be adversely impacted.

We are dependent on our Key Managerial Personnel for setting our strategic direction and managing our businesses. The loss of our key managerial personnel may materially and adversely impact our business, results of operations and financial condition.

Our inability to manage growth could disrupt our business and reduce our profitability.

A principal component of our strategy is to continue to grow by expanding the size and geographical scope of our businesses, as well as the development of our new business streams. This growth strategy will place significant demands on our management, financial and other resources. It will require us to continuously develop and improve our operational, financial and internal controls. Continuous expansion increases the challenges involved in financial management, recruitment, training and retaining high quality human resources, preserving our culture, values and entrepreneurial environment, and developing and improving our internal administrative infrastructure. Any inability on our part to manage such growth could disrupt our business prospects, impact our financial condition and adversely affect our results of operations.

Major fraud, lapses of internal control or system failures could adversely impact the company’s business.

Our Company is vulnerable to risk arising from the failure of employees to adhere to approved procedures, system controls, fraud, system failures, information system disruptions, communication systems failure and interception during transmission through external communication channels or networks. Failure to protect fraud or breach in security may adversely affect our Company’s operations and financial performance. Our reputation could also be adversely affected by significant fraud committed by our employees, agents, customers or third parties.

Our clients deal in securities and any default by a client could result in substantial losses.

We require clients to deposit a minimum initial margin and then to pay the balance settlement amount by the pay– in date for the transaction undertaken by us on their behalf. If a client is unable to pay this balance amount before the pay-in date, we may be required to make the payment on behalf of the defaulting client, which may affect our profitability. In case of high market volatility or adverse movements in share price, it is possible that clients may not honor their commitment, and any inability on our part to pay the margins to the Stock Exchanges may be detrimental to our business, reputation and profitability.

Our risk management policies and procedures may leave us exposed to unidentified risks or unanticipated levels of risk which could lead to material losses.

Our risk management techniques and strategies may not be fully effective in mitigating our exposure to risks and may not cover risks that we fail to identify or anticipate. Some methods of risk management are based on the use of observed historical market behavior. We apply statistical and other tools to these observations to arrive at quantifications of our risk exposures. These tools and metrics may fail to predict future risk exposures. Our losses could therefore be significantly greater than those which the historical measures indicate. Our more qualitative approach to managing those risks could prove insufficient, exposing us to material unanticipated losses. Other risk management methods depend on evaluation of information regarding markets, clients or other matters that are publicly available or otherwise accessible by us. This information may not be accurate, complete, up-to-date or properly evaluated. Management of operational, legal and regulatory risk requires, among other things, policies and procedures to properly record and verify a large number of transactions and events. We cannot assure you that our policies and procedures will effectively and accurately record and verify this information. We seek to monitor and control our risk exposure through a variety of separate but complementary financial, credit, 8

operational and legal reporting systems. Nonetheless, the effectiveness of our ability to manage risk exposure cannot be completely or accurately predicted or fully assured. For example, unexpectedly large or rapid movements or disruptions in one or more markets or other unforeseen developments could have a material adverse effect on our results of operations and financial condition. The consequences of these developments could include losses due to adverse changes in inventory values, decreases in the liquidity of trading positions, higher volatility in systemic risk.

External Risk Factors

Tax rates applicable to Our Company may increase and may have an adverse impact on our business

Any increase in the tax rates may have an adverse impact on our business and results of operations and we can provide no assurance as to the extent of the impact of such changes.

All of our revenue is derived from business in India and a decrease in economic growth in India could cause our business to suffer

We derive all of our revenue from our operations in India and, consequently, our performance and the quality and growth of our business are dependent on the health of the economy of India. However, the Indian economy may be adversely affected by factors such as adverse changes in liberalization policies, social disturbances, terrorist attacks and other acts of violence or war, natural calamities or interest rates changes, which may also affect the microfinance industry. Any such factor may contribute to a decrease in economic growth in India which could adversely impact our business and financial performance.

We are subject to fluctuations in interest rates and other market risks, which may materially and adversely affect our financial condition and results of operations

Our business substantially depends on interest income from operations. Market risk refers to the probability of variations in our interest income or in the market value of our assets and liabilities due to interest rate volatility. Changes in interest rates affect our interest income and the volume of loans we issue. Increases in short-term interest rates could increase our cost of borrowing and adversely affect our profitability. When interest rates rise, we must pay higher interest on our borrowings while interest earned on our assets does not rise as quickly because our loans are issued at fixed interest rates. Interest rate increases could result in adverse changes in our interest income, reducing our growth rate and the value of our financial assets. The market value of a security with a fixed interest rate generally decreases when the prevailing interest rates rise, which may have an adverse effect on our earnings and financial condition. In addition, we may incur costs (which, in turn, will impact our results) as we implement strategies to reduce future interest rate exposure. The market value of an obligation with a floating interest rate can be adversely affected when interest rates increase. Increases in interest rates may reduce gains or require us to record losses on sales of our loans and, as a result, adversely affect our financial condition.

Any changes made by RBI in the regulations governing NBFC could have an adverse effect on our business

In terms of Section 45-IA of the RBI Act, 1934, it is mandatory that every NBFC should be registered with RBI to commence or carry on any business of non-banking financial institution as defined in clause (a) of Section 45 I of the RBI Act, 1934. NBFCs are governed under the rules laid down by RBI and any change in the laws including those recommended by the Working Group constituted to review the existing regulatory and supervisory framework of non-banking finance companies (NBFCs) and others, which may change the current regime of regulations governing NBFC’s and any such adverse change could affect our business operations and as a result, affect our financial conditions. 9

Government regulation of foreign ownership of Indian securities may have an adverse effect on the price of the Equity Shares

Foreign ownership of Indian securities is subject to Government regulation. In accordance with foreign exchange regulations currently in effect in India, under certain circumstances the RBI must approve the sale of the Equity Shares from a non-resident of India to a resident of India or vice-versa if the sale does not meet the requirements of the RBI Circular dated October 4, 2004, as amended by the RBI Circular dated May 4, 2010. The RBI must approve the conversion of the Rupee proceeds from any such sale into foreign currency and repatriation of that foreign currency from India unless the sale is made on a stock exchange in India through a stock broker at the market price.

As provided in the foreign exchange controls currently in effect in India, the RBI has provided the price at which the Equity Shares are transferred based on a specified formula, and a higher (or lower, as applicable) price per share may not be permitted. There are also restrictions on sales between two non-residents if the acquirer is impacted by the prior joint venture or technical collaboration. The approval from the RBI or any other government agency may not be obtained on terms favorable to a non-resident investor in a timely manner or at all. Because of possible delays in obtaining requisite approvals, investors in the Equity Shares may be prevented from realizing gains during periods of price increase or limiting losses during periods of price decline.

Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws and regulations, may adversely affect our business and financial performance

Our business and financial performance could be adversely affected by unfavorable changes in or interpretations of existing, or the promulgation of new, laws, rules and regulations applicable to us and our business, including those relating to consumer protection, Internet and privacy.

There can be no assurance that the Government may not implement new regulations and policies which will require us to obtain approvals and licenses from the Government and other regulatory bodies or impose onerous requirements and conditions on our operations. Any such changes and the related uncertainties with respect to the implementation of the new regulations may have a material adverse effect on our business, financial condition and results of operations. In addition, we may have to incur capital expenditures to comply with the requirements of any new regulations, which may also materially harm our cash flows and in turn affect our results of operations.

Civil unrest, acts of violence including terrorism or war involving India and other countries could materially and adversely affect the financial markets and our business.

Any major hostilities involving India or other acts of violence, including civil unrest or similar events that are beyond our control, could have a material adverse effect on India’s economy and our business. Terrorist attacks and other acts of violence may adversely affect the Indian stock markets, where our Equity Shares will trade, and the global equity markets generally.

Any downgrading of India’s debt rating by a domestic or international rating agency could adversely affect our Company’s business.

Any adverse revisions to India’s credit ratings for domestic and international debt by domestic or international rating agencies may adversely affect our Company‘s ability to raise additional financing, and the interest rates and other commercial terms at which such additional financing is available. This could harm our Company’s business and financial performance, ability to obtain financing for capital expenditures and the price of our Company’s Equity Shares. 10

SECTION IV – INDUSTRY OVERVIEW

This is only a summary and does not contain all information that one should consider before investing in the Equity Shares offered by the Company. Investors should read this entire Information Memorandum, including the information on the section titled “Risk Factors” beginning from page no. 6 of this Information Memorandum and the section titled “Financial Information” and related notes beginning from page no. 61 of this Information Memorandum before taking any decision to invest in the Equity Shares offered by the Company.

SUMMARY OF INDUSTRY AND BUSINESS

Indian Financial Services Sector:

India’s services sector has been the most dynamic part of its economy, leading GDP growth for past two decades. India serves as an example as to how services sector can play an important role in a country’s economic growth. India is doing reasonably well in retail sector and the financial sector including insurance. India is now eager to open up the pensions sector also to foreign investors. The way these sectors have been developed with a robust regulatory and policy framework also holds important lessons for other countries. India’s financial services sector has been one of the fastest growing sectors in the economy. The economy has witnessed increased private sector activity including an explosion of foreign banks, insurance companies, mutual funds, and venture capital and investment institutions. Although significant steps have been taken in reforming the financial sector, some areas require greater focus. The ability of the financial services sector in its present structure to make available investible resources to the potential investors in coming years, such as equity and long term, medium and short-term debt. The inability of banks to quickly enforce security and access to collateral, and the capital constraints in recognizing large loan losses. Volatility in global commodity prices has had a major impact on Indian companies. This has led to non-performing loans and provisioning for credit losses becoming a key area of concern for the Indian financial system.

(Source: http://blog.ficci.com/financial-sector-india/2776/)

Non Banking Finance Companies Overview

NBFCs have been playing a complimentary role to the banking sector, catering to the unbanked sectors and promoting financial inclusion; NBFCs have been vital to the growth of the economy by providing financial support to some of the important segments of the economy. NBFCs account for 12.3% of assets of the total financial system. With earlier three categories of NBFCs – loan companies, asset finance companies and investment companies, RBI during the recent times has introduced further new categories of NBFCs as Infrastructure finance companies, core investment companies and the most recent addition with recommendation from the Malegam Committee report being NBFCMFIs catering to microfinance sector. The recent times have also witnessed consolidation of several smaller NBFCs and the number of registered NBFCs has declined from 12,409 at end June 2011 to 12,385 at end June 2012.

The activities of non-banking financial companies (NBFCs) in India have undergone qualitative changes over the years through functional specialization. The role of NBFCs as effective financial intermediaries has been well recognized as they have inherent ability to take quicker decisions, assume greater risks, and customize their services and charges more according to the needs of the clients. While these features, as compared to the banks, have contributed to the proliferation of NBFCs, their flexible structures allow them to unbundle services provided by banks and market the components on a competitive basis. The distinction between banks and non- banks has been gradually getting blurred since both the segments of the financial system engage themselves in many similar types of activities. At present, NBFCs in India have become prominent in a wide range of activities like hire-purchase finance, equipment lease finance, loans, investments etc.

By employing innovative marketing strategies and devising tailor-made products, NBFCs have also been able to build up a clientele base among the depositors, mop up public savings and command large resources as reflected in the growth of their deposits from public, shareholders, directors and other companies, and borrowings by issue of non-convertible debentures, etc. Consequently, the share of non-bank deposits in household sector savings in financial assets, increased from 3.1 per cent in 1980-81 to 10.6 per cent in 1995- 96. In 1998, the definition of public deposits was for the first time contemplated as distinct from regulated deposits and as such, the figures thereafter are not comparable with those before.

The importance of NBFCs in delivering credit to the unorganised sector and to small borrowers at the local level in response to local requirements is well recognised. The rising importance of this segment calls for increased regulatory attention and focused supervisory scrutiny in the interests of financial stability and depositor protection. In response to the perceived need for better regulation of the NBFC sector, the Reserve Bank of India (RBI) Act, 1934 was amended in 1997, providing for a comprehensive regulatory framework for NBFCs. The RBI (Amendment) Act, 1997 conferred powers on the RBI to issue directions to companies and its auditors, prohibit deposit acceptance and alienation of assets by companies and initiate action for winding up of companies. The amendment Act provides for compulsory registration with the RBI of all NBFCs, irrespective of their holding of public deposits, for commencing and carrying on business of a non-banking financial institution; minimum entry point norms; maintenance of a portion of deposits in liquid assets; and creation of reserve fund and transfer of 20 per cent of profit after tax but before dividend annually to the fund. Accordingly, to monitor the financial health and prudential functioning of NBFCs, the RBI issued directions to companies on: acceptance of public deposits; prudential norms like capital adequacy, income recognition, asset classification, provisioning for bad and doubtful assets, exposure norms and other measures. Directions were also issued to the statutory auditors to report non-compliance with the RBI Act and regulations to the RBI, and Board of Directors and shareholders of the NBFCs.

Non-Banking Financial Entities Regulated by the RBI

The developments in the NBFC sector in terms of policies and performance during 2001-02 and for the subsequent periods (to the extent information is available) are discussed in the subsequent paragraphs. Non- banking financial entities partially or wholly regulated by the RBI include: (a) NBFCs comprising equipment leasing (EL), hire purchase finance (HP), loan (LC), investment (1C) (including primary dealers3 (PDs)) and residuary nonbanking (RNBC) companies; (b) mutual benefit financial company (MBFC), i.e. Nidhi company; (c) mutual benefit company (MBC), i.e. potential Nidhi company; (d) miscellaneous non-banking company (MNBC), i.e. chit fund company.

Non-Banking Financial Entity Principal Business

1. Non-Banking Financial Company In terms of the Section 45-l(f) read with Section 45- i(c) of the RBI Act, 1934, as amended in 1997, their principal business is that of receiving deposits or that of a financial institution, such as lending, investment in securities, hire purchase finance or equipment leasing. (a) Equipment leasing company (EL) Equipment leasing or financing of such activity . (b) Hire purchase finance company (HP) Hire purchase transactions or financing of such transactions. (c) Investment company (IC) Acquisition of securities. These include Primary Dealers (PDs) who deal in underwriting and market making for government securities. (d) Loan company (LC) Providing finance by making loans or advances, or otherwise for any activity other than its own; excludes EL/HP/Housing Finance Companies (HFCs). (e) Residuary non-banking company Company which receives deposits under any scheme (RNBC) or arrangement by whatever name called, in one lump-sum or in installments by way of contributions or subscriptions or by sale of units or certificates or other instruments, or in any manner. These companies do not belong to any of the categories as stated above. II. Mutual Benefit Financial Company Any company which is notified by the (MBFC) i.e., Nidhi Company Central Government as a Nidhi Company under section 620A of the Companies Act, 1956 (1 of 1956) IV. Miscellaneous non-banking company (MNBC), Managing, conducting or supervising as a promoter, Managing, Conducting or supervising as a foreman or agent of any transaction or arrangement promoter, foreman or i.e., Chit Fund Company by which the company enters into an agreement with a specified number of subscribers that every one of them shall subscribe a certain sum in installments over a definite period and that every one of such subscribers shall in turn, as determined by tender or in such manner as may be provided for in the arrangement, be entitled to the prize amount.

SECTION V – OUR BUSINESS

SUMMARY OF BUSINESS

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

OVERVIEW

We are a Important Non Banking Finance Company - Non Deposit taking Non-systemically (NBFC-ND-NSI) engaged primarily in the business of advancing loans and investing/trading in securities. The Company was originally incorporated as G. Raj Financial Consultancy Private Limited on 21st May, 1990 under the Companies Act, 1956 as a Private Limited Company under the State of West Bengal. On 28th July, 1992 the Company was converted into a Public Company as G. Raj Financial Consultancy Limited. Subsequently, the Company’s name was changed to Shivom Investment & Consultancy Limited on 14th December, 1999. The Corporate Identification Number (CIN) of the Company is L74140WB1990PLC049044. The Authorized Capital of the Company is Rs. 704,080,000.00 and Paid-up Capital is Rs. 699,513,250.00.

Our Company is a NBFC registered with RBI to carry on NBFC Activities under Section 45IA of the Reserve Bank of India Act, 1934 bearing Certificate No 05. 01155 dated 01st March, 1998.

BUSINESS STRENGTHS

1. Well Qualified and Experienced Promoters:

Our management team is backed by professionals who have requisite experience in financial markets and lending industry. We believe that their strong technical experience and industry networks will help us in achieving our key business strategies.

2. Maintain and expand long term Relationship with Clients

In Finance Business the relationship with the clients is more important. The business model is based on client relationships that are established over period of time. The Company believes that a long term client relationship with large clients fetches better dividends. The company wants to expand its loan portfolio to target high net worth individuals with impeccable credit track record to whom the company may advance funds both secured/ unsecured based on the risk profile and as envisaged in the loan policy of the company.

3. To develop relations with new clients and strengthen the relations with the existing clients

The relations with the clients help the company to know the client in better way and his integrity can be known to the company. The promoters believe in personal connection with the clients for financing rather than relying more on papers.

4. Internal Control and Risk Management

The Company believes that it has internal controls and risk management systems to assess and monitor risks. The company has its management team which monitors and manages risks by monitoring trends that 15

may have an effect on the economic environment and actively assesses on a routine basis the market value of the Company's loan book. The Company seeks to monitor and control its risk exposure through a variety of separate but complementary financial and operational reporting systems. The Company believes it has effective procedures for evaluating and managing the market, operational and other risks to which it is exposed.

Business Activities

The Company is a Non Banking Financial Company - Non Deposit taking Loan Company (NBFC-ND-LC) engaged primarily in the business of providing loans as per the requirement of customers, borrowers for business and non business purposes. Our products are typically directed at Individuals and small and medium size entities.

Summary of our Key Policies and Procedures

A. KYC Policy

A KYC policy document has been issued pursuant to RBI Notification DNBS (PD). CC 48/10.42/2004- 05 dated February 21, 2005. It will be the form policy to follow certain customer identification procedure for opening of accounts and monitoring transactions of a suspicious nature for the purpose of reporting it to appropriate authority.

B. Fair Practice Code Pursuant to RBI Notification dated September 28, 2006, the Board of Directors of the company has adopted the following Fair Practices Code in its meeting held on Monday, October 16, 2006.

1. Application for loans and their proceedings:

 The Loan application forms should indicate clearly the rate of interest, penal interest, all charges payable by the borrower in any head other than that of rate of interest and penal interest and list of all documents that are needed.  The acknowledgement for receipt of all loan applications should be given immediately on receipt. In case of receipt by post, the acknowledgments should be dispatched within 2 working days.  All loan applications should be disposed of within 7 working days of the receipt of last document called for

2. Loan appraisal and terms/conditions

It should be conveyed in writing to the borrower by means of sanction letter the amount of loan sanctioned along with the terms and conditions including annualized rate of interest and method of application.

3. Disbursement of loans including changes in terms and conditions

 Notice to the borrower should be given of any change in the terms and conditions including disbursement schedule, interest rates, service charges, prepayment charges etc.  Decision to recall / accelerate payment or performance under the agreement should be in consonance with the loan agreement.  All securities should be released on repayment of all dues or on realization of the outstanding amount of loan subject to any legitimate right or lien for any other claim against the borrower. If such right of set off is to be exercised, the borrower should be given notice about the same with full particulars about the remaining claims and the conditions under which we are entitled to retain the securities till the relevant claim is settled/ paid.

4. General

 We should refrain from interference in the affairs of the borrower except for the purposes provided in the terms and conditions of the loan agreement.  In case of receipt of request from the borrower for transfer of borrowal account, the consent or objection, if any, should be conveyed within 21 days from the date of receipt of request. Such transfer shall be as per transparent contractual terms in consonance with law.  In the matter of recovery of loans, we should not resort to undue harassment

5. Dispute

All disputes arising out of the decisions of functionaries will be heard by the Director.

SUMMARY OF FINANCIAL INFORMATION

The following table provides a summary of financial information derived from the financial statements for the last five financial years (2014-2010). 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. Summary Statement of Assets and Liabilities As at 31st March Particulars 2014 2013 2012 2011 2010 Non-current assets Fixed Assets Gross Block 1,195,312.59 1,195,312.59 1,195,312.59 1,195,312.59 1,195,312.59 Less: Deprecation 1,192,077.98 1,185,598.83 1,121,704.06 1,054,410.06 987,117.06 Net Block 3,235.00 9,714.00 73,608.00 140,902.53 208,195.53 Non-Current Investment 37,884,238.00 28,267,238.00 40,537,238.00 40,737,237.83 51,737,237.83 Current Investments - Deferred Tax Assets (Net) 23,937.00 351,889.00 351,889.00 351,888.73 351,888.73 Total Non-current assets 37,911,410.00 28,628,841.00 40,962,735.00 41,230,029.09 52,297,322.09 Current Assets Inventories - - - 604,000.00 Trade Receivables 225,222.00 225,222.00 225,222.00 -

Cash & Cash Equivalents 1,408,786.00 791,976.00 1,299,983.00 1,229,961.09 1,110,113.59 Short-term Loans & Advances 21,405,648.00 26,746,192.00 14,044,112.00 14,016,134.00 2,448,381.00 Other Current Assets - - - Total Current Assets 23,039,656.00 27,763,390.00 15,569,317.00 15,246,095.09 4,162,494.59 TOTAL ASSETS 60,951,066.00 56,392,231.00 56,532,052.00 56,476,124.18 56,459,816.68 Non-current Liabilities Long-term Borrowings - - - - - Deferred Tax liabilities - - - - - Total Non-Current Liabilities - - - - Current Liabilities Short-term Borrowings 5,000,000.00 271,640.00 271,640.00 - - Short-term Provisions 311,328.00 187,728.00 101,622.00 - - Trade Payables 44,944.00 339,152.00 646,058.00 - - Other Current Liabilities - - 693,490.00 695,269.00 Total Current Liabilities 5,356,272.00 798,520.00 1,019,320.00 693,490.00 695,269.00 Unsecured Loan - - 271,640.00 271,640.00 Net Worth Share Capital 43,003,000.00 43,003,000.00 43,003,000.00 43,003,000.00 43,003,000.00 Reserve & Surplus 12,591,794.00 12,590,711.00 12,509,732.00 12,507,994.18 12,489,907.68

Total Net Worth 55,594,794.00 55,593,711.00 55,512,732.00 55,510,994.18 55,492,907.68 TOTAL EQUITY AND LIABILITIES 60,951,066.00 56,392,231.00 56,532,052.00 56,476,124.18 56,459,816.68 18

Statement of Profit And Loss Account

Particulars For the year ended 31st March 2014 2013 2012 2011 2010 Income Income from 2,065,954.00 796,118.00 232,926.00 1,212,355.00 2,515,866.00 Operations Interest on IT Refund - - - 12556.00 - Other Income - 225,222.00 349,335.00 1200.00 - Total 2,065,954.00 796,118.00 458,148.00 1,561,690.00 2,529,622.00 Expenditure Cost of Materials - - - 1,156,168.00 2,030,028.00 Consumed Employee Benefits 1,205,443.00 267,800.00 60,000.00 - - Expenses Depreciation 6,479.00 63,895.00 67,294.00 67,293.00 67,293.00 Changes in - - - - - Inventories Finance Costs - - - - - Other Expenses 387,529.00 312,035.00 291,415.00 288,678.50 398603.89 Total 1,599,451.00 643,730.00 418,709.00 1,512,139.50 2,495,924.89 Profit before tax 466,503.00 152,389.00 39,439.00 49,550.50 33697.11 Less: Tax Expense Current Tax 137,468.00 71,410.00 37,701.00 28,944.00 - Fringe Benefit Tax - - - 22,783.00 Prior Period Taxes - - - 2,520.00 - Deferred Tax 327,952.00 - - - Total Tax Expenses 465,420.00 71,410.00 37,701.00 31,464.00 22,783.00

Profit after Tax 1,083.00 80,979.00 1,738.00 18,086.50 10,914.11 Earnings Per Share Basic 0.0003 0.0188 0.0004 0.0042 0.0025 Diluted 0.0003 0.0188 0.0004 0.0042 0.0025

Cash Flow Statement Particulars For the year ended 31st March 2014 2013 2012 2011 2010 Cash flow from operating activities: Net profit/loss before tax 466,503.00 152,389.00 39,439.00 49,550.50 33,697.11 Adjustment for: Depreciation 6,479.00 63,895.00 67,294.00 67,293.00 67293.00 Other Income (13,868.00) 31,556.00 - - - Operating Cash flows before 459,114.00 247,840.00 106,733.00 116,843.50 100,990.11 working Capital changes Changes in Working Capital: (Decrease)/Increase in Trade and 5,340,544.00 (12,702,080.00) (253,200.00) (10,963,753.00) 161,933.40 Other Receivables (Decrease)/Increase in Trade and (294,208.00) (306,906.00) 16,489.00 (7,940.00) -21,286.00 Other Payables Cash generated from operations 5,505,450.00 (12,761,146.00) (129,978.00) (10,854,849.50) 241,637.51 Net income tax (paid) / refunds - (16,860.00) - (25,303.00) (21,537.00) Fringe Benefit Tax Paid - - - - (1282.00) Net cash generated from /(used 5,505,450.00 (12,778,006.00) (129,978.00) (10,880,152.50) 218,818.51 in) operating activities [A] Cash flows from investing activities: Purchase of fixed assets, including (9,617,000.00) 12,270,000.00 200,000.00 11,000,000.00 - capital wip Net(gain) /loss on Sale of - - - Investments - - Other Income - - - - - Net cash used in investing 11,000,000.00 - activities [B] (9,617,000.00) 12,270,000.00 200,000.00 Cash flows from financing activities: Proceeds from term borrowing 4,728,360.00 - - - - Net cash generated from / (used 4,728,360.00 - - - in) financing activities [C] - Net increase / (decrease) in cash 616,810.00 (508,006.00) 70,022.00 119,847.50 218,818.51 and cash equivalents [A+B+C] Cash and cash equivalents at the 791,976.00 1,299,983.00 1,229,961.00 1,110,113.59 891295.08 beginning of the year / period Cash and cash equivalents at the 1,408,786.00 791,977.00 1,299,983.00 1,229,961.09 1,110,113.59 end of the year / period Net Increase/(Decrease) in Cash 616,810.00 (508,006.00) 70,022.00 119,847.50 218,818.51 & Cash Equivalents (A+B+C) Components of Cash & Cash Equivalents (As per Note : 14) Cash on Hand 362,958.00 186,517.00 941,319.00 1,143,301.00 954,615.00 Balance with Banks - In Current Accounts 1,045,828.00 605,459.00 358,664.00 86,660.09 155498.59 - In Deposit Accounts Total Cash & Cash Equivalents 1,408,786.00 791,976.00 1,299,983.00 1,229,961.09 1,110,113.59 20

GENERAL INFORMATION

CORPORATE IDENTIFICATION NUMBER (CIN) L74140WB1990PLC049044 RBI REGISTRATION NO. 05. 01155 91, N.S. Road, 3rd Floor, Vilayati Kothi, REGISTERED OFFICE OF THE COMPANY Kolkata-700001 TELEPHONE 033 32627554 EMAIL-ID [email protected] www.shivominvestmentconsultancyltd.com WEBSITE

The Company is registered with the Registrar of Companies, West Bengal, situated at the following address:

REGISTRAR OF COMPANIES Nizam Palace 2nd MSO Building 2nd Floor, 234/4, A.J.C.B. Road Kolkata – 700020 Tel.: 033-2287 7390 Fax: 033-2290 3795 Email ID: [email protected]

Name Of The Stock Exchange Where Company Scrip Code Status Is Listed

Jaipur Stock Exchange Limited (JSEL) 936 Active The Calcutta Stock Exchange Limited (CSE) 17099 Active Ahmedabad Stock Exchange Limited (ASEL) 19291 Active

Board of Directors

Name of Category DIN Address the Directors 110/6, Bangur Avenue, Block-C, 2nd Pradip Kumar Sultania 00539550 Managing Director Floor, Kolkata, 700055, West Bengal, India Mahesh Sharma 03610825 18 Sir Hariram Goenka Street, Kolkata, Independent Director 700007, West Bengal, India

Sashi Pandey 03614033 18, Sir Hariram Goenka Street, Kolkata, Independent Director 700007, West Bengal, India

Company Secretary And Compliance Officer

JAYANTA GUPTA 91, N.S. Road, 3rd Floor, Vilayati Kothi, Kolkata-700001 PAN : ASEPG6451F Membership No. : 30572 Phone No. : 033 3262 7554 E-mail Id : [email protected]

Share Transfer Agents

NICHE TECHNOLOGIES PRIVATE LIMITED Contact Person : Mr. Ashok Sen SEBI Registration : INR000003290 7 D-511, Bagree Market, 71, B.R.B Basu Road, Kolkata – 700001 West Bengal, India Phone: 033-2235-7270 Email ID: [email protected] Website: www.nichetechpl.com

Banker To The Company

HDFC Bank Account No: 00080350002341 Kolkata- Stephen House Branch HDFC Bank Limited Stephen House. 4, B.B.D. Bag (East) Kolkata-700001 Phone: 033- 61606161 E-Mail Id : [email protected] Statutory Auditors

SURANA SINGH RATHI & CO. Chartered Accountants 15/A, Laxmi Narayan Mukherjee Road, Kolkata–700006 FRN: 317119E E-Mail Id : [email protected]

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: 7,04,08,000 equity shares of Rs.10/- each 70,40,80,000.00 B Issued, Subscribed and Paid up Capital 6,99,51,325 equity shares of Rs.10/- each fully paid up 69,95,13,250.00

Build up History of Paid-up Capital

No. of Face Issue Cumulative Cumulative Date of Equity Value Price Nature of number Paid-up Considera Allotment/ Shares (In (In Allotment of equity Capital tion Fully Paid Up allotted Rs.) Rs.) shares (In Rs.) Incorporation Subscribed to 200 10 10 the 200 2,000 Cash (21-05-1990) Memorandum 29-03-1991 52,000 10 10 Further Issue 52,200 524,000 Cash

27-03-1992 1,57,800 10 10 Further Issue 2,10,000 21,00,000 Cash

29-03-1993 7,90,000 10 10 Further Issue 10,00,000 100,00,000 Cash

30-03-1994 2,25,000 10 10 Further Issue 12,25,000 122,50,000 Cash

30-03-1994 2,75,000 10 10 Further Issue 15,00,000 150,00,000 Cash

30-03-1995 2,50,000 10 10 Further Issue 17,50,000 175,00,000 Cash

03-04-1995 5,50,000 10 10 Further Issue 23,00,000 230,00,000 Cash

05-06-1996 800,000 10 10 Further Issue 31,00,000 310,00,000 Cash

03-07-1996 12,00,300 10 10 Public Issue 43,00,300 430,03,000 Cash

31-10-2014 6,56,51,025 10 10 Issue pursuant 69,951,325 699,513,250 # to scheme of amalgamation

# In exchange of Equity Shares of Relax Vintrade Limited and Intime Dealers Limited as per exchange ratio of 165 equity shares for every 1 equity share of Relax Vintrade Limited and Intime Dealers Limited.

Shareholding pattern as per clause 35 of the Listing Agreement as on 30th June, 2014

Introductory sub-table (I)(a)

Name of the Company: SHIVOM INVESTMENT & CONSULTANCY LIMITED

Scrip Code: 17099; Name of the scrip, class of security: Equity

LIST OF SHAREHOLDERS AS ON 30/06/2014

No. of As a % of total no. partly paid- of partly paid-up As a % of total no. of Partly paid-up shares:- up shares shares shares of the company

Held by promoter/promoter group 0 0 0 Held by public 0 0 0

Total – D 0 0 0

As a % of total no. of As a % of total no. shares of the company, No. of of outstanding assuming full conversion outstanding convertible of the convertible Outstanding convertible securities:- securities securities securities

Held by promoter/promoter group 0 0 0 Held by public 0 0 0

Total – E 0 0 0

As a % of total no. of shares of the company, No. of As a % of total assuming full conversion Warrants:- warrants no. of warrants of warrants

Held by promoter/promoter group 0 0 0 Held by public 0 0 0

Total – F 0 0 0

Total paid-up capital of the 4300300 company, assuming full Shares of conversion of warrants and Rs. 10/- convertible securities each

Statement Showing Shareholding Pattern Table (I)(a) Categ Category of Number Total Number Total shareholding Shares Pledged or ory Shareholder of number of shares as a percentage of otherwise code Sharehol of shares held in total number of encumbered ders demateri shares alized form As a As a Number As a percenta percentag of shares percenta ge e of ge of(A+B)1 (A+B+C) (IX)= (I) (II) (III) (IV) (V) (VI) (VII) (VIII) (VIII)/ (IV)*100 Shareholding of (A) Promoter and

Promoter Group2 1 Indian Individuals/ Hindu (a) 0 0 0 0 0 0 0.00 Undivided Family Central Government/ (b) 0 0 - 0.00 0.00 0 0.00 State Government(s) (c) Bodies Corporate 0 0 - 0.00 0.00 0 0.00 Financial Institutions/ (d) 0 0 - 0.00 0.00 0 0.00 Banks (e) Any Others(Specify) 0 0 - 0.00 0.00 0 0.00

Sub Total(A)(1) 0 0 0 0 0 0 0.00

2 Foreign Individuals (Non- A Residents Individuals/ 0 0 0 0.00 0.00 0 0.00 Foreign Individuals) B Bodies Corporate 0 0 0 0.00 0.00 0 0.00 C Institutions 0 0 0 0.00 0.00 0 0.00 D Any Others(Specify) 0 0 0 0.00 0.00 0 0.00

Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00

Total Shareholding of Promoter and 0 0 0 0 0 0 0.00 Promoter Group (A)= (A)(1)+(A)(2)

(B) Public shareholding 1 Institutions

(a) Mutual Funds/ UTI 0 0 0 0.00 0.00 0 0.00 Financial Institutions / (b) 0 0 0 0.00 0.00 0 0.00 Banks Central Government/ (c) 0 0 0 0.00 0.00 0 0.00 State Government(s) Venture Capital (d) 0 0 0 0.00 0.00 0 0.00 Funds (e) Insurance Companies 0 0 0 0.00 0.00 0 0.00 Foreign Institutional (f) 0 0 0 0.00 0.00 0 0.00 Investors Foreign Venture (g) 0 0 0 0.00 0.00 0 0.00 Capital Investors (h) Any Other (specify) 0 0 0 0.00 0.00 0 0.00

Sub-Total (B)(1) 0 0 0 0.00 0.00 0 0.00

B 2 Non-institutions 270597 (a) Bodies Corporate 60 2792698 64.942 64.942 0 0.00 8 (b) Individuals Individuals -i. Individual I shareholders holding 135 557937 511937 12.974 0 0.00 12.974 nominal share capital up to Rs 1 lakh ii. Individual shareholders holding II nominal share 24 949365 924365 22.077 22.077 0 0.00 capital in excess of Rs.1 lakh. Qualified Foreign (c) 0 0 0 0.00 0.00 0 0.00 Investors Any other (Clearing (d) 1 300 300 0.007 0.007 0 0.00 member/ clearing corp) Sub-Total (B)(2) 220 4300300 4142580 100.00 100.00 0 0

Total Public (B) Shareholding (B)= 220 4300300 4142580 100.00 100.00 0 0 (B)(1)+(B)(2) TOTAL (A)+(B) 220 4300300 4142580 100.00 100.00 0 0

Shares held by Custodians and (C) against which

Depository Receipts have been issued Promoter and 1 0 0 0 0 0.00 0 0.00 Promoter Group 2 Public Sub-Total (C ) 0 0 0 0 0 0 0

GRAND TOTAL A 220 4300300 4142580 100.00 100.00 0 0 (A)+(B)+(C)

Statement showing holding of securities (including shares, warrants, convertible (b) securities) of persons belonging to the category “Promoter and Promoter Group” Sr. Name of the Details of Shares Encumbered shares Detail Details of Total No. shareholder held (*) s of convertib shares warra le (including nts securities underlying Number of As a % No. As a As a % of N As a No. of As a shares shares held of percent grand o. % conve % assuming grand age total of total rtible total full total (A)+(B)+( w no. of securi no.o conversion (A) C) of sub- ar warra ties f of warrants +(B) +( clause ra nts held conv and C ) (I)(a ) nt of the erti convertible s same ble securities) heclass secu as a % of ld ritie diluted s share of capital the sam e class

( V (VI)= (V I (X (XI (I) (II) (III) (IV) (V)/(III (VII) (IX) (XII) ) I ) ) )*100 I ) 1. Nil 0 0 0 0.00 0.00 0 0 0 0 0.00

TOTAL 0 0 0 0.00 0.00 0 0 0 0 0.00 (*) The term “encumbrance” has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 2011

Sr. Name of the shareholder Number Shares as Details of Details of Total No. of shares a % of warrants convertible shares held total no. securities (including of shares underlying {i.e., shares Grand No. As a % No. % assuming Total of total of w.r.t full (A)+(B)+ warr no. of conv total conversion (C) ants warrants ertib no. of of warrants indicated held of the le conver and in same secu tible convertible Statement class ritie securit securities) at para s ies of as a % of (I)(a) held the diluted above same share class capital

1 Allied Commodeal Private Ltd 225000 5.232 0 0.00 0 0.00 5.232

2 Amarjyoti Commercial Pvt Ltd 228701 5.318 0 0.00 0 0.00 5.318 3 Duke Chemicals (P) Ltd 118900 2.765 0 0.00 0 0.00 2.765 Ganapati Paper Distributor Pvt 4 152500 3.546 0 0.00 0 0.00 3.546 Ltd 5 Matribhumi Commerce Pvt Ltd 63175 1.469 0 0.00 0 0.00 1.469 6 Mohan Graphite Pvt Ltd 160950 3.743 0 0.00 0 0.00 3.743 7 Mortal Real Estate Ltd 170352 3.961 0 0.00 0 0.00 3.961 8 Mukta Tradelink Pvt Ltd 78500 1.825 0 0.00 0 0.00 1.825 9 Murli Tie-up Pvt Ltd 58600 1.363 0 0.00 0 0.00 1.363 10 Sonata Mercantiles Pvt Ltd 307100 7.141 0 0.00 0 0.00 7.141 11 SRG Trading Pvt Ltd 150000 3.488 0 0.00 0 0.00 3.488 12 Sunview Dealcomm Pvt Ltd 177601 4.130 0 0.00 0 0.00 4.130 13 Sutanuti Distributors Pvt Ltd 176500 4.104 0 0.00 0 0.00 4.104 14 Swadesh Goods Pvt Ltd 79700 1.853 0 0.00 0 0.00 1.853 15 Vasundhara Merchants Pvt Ltd 118600 2.758 0 0.00 0 0.00 2.758 16 Vedik Vintrade Pvt Ltd 225200 5.237 0 0.00 0 0.00 5.237 17 Anil Kumar Agarwal 52500 1.221 0 0.00 0 0.00 1.221 18 Manish Kumar Agarwal 50000 1.163 0 0.00 0 0.00 1.163 19 Mohan Kumar Singh 146600 3.409 0 0.00 0 0.00 3.409 20 Rajendra Prasad Shaw 87500 2.035 0 0.00 0 0.00 2.035 21 Rajesh Kedia 119465 2.778 0 0.00 0 0.00 2.778 22 Shreegopal Saraff 184200 4.283 0 0.00 0 0.00 4.283 TOTAL 3131644 72.824 0 0.00 0 0.00 72.824

(I) (c) Statement showing holding of securities (including shares, warrants, convertible securities) (ii) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Sr. Name(s) of the No. Shares as a Details of Details of Total shares No. shareholder(s) and of percentage warrants convertible (including the Persons Acting in shares of securities underlying Concert (PAC) with total shares them number of assuming shares full {i.e., Grand conversion Total of No. of As a % No. of % w.r.t (A)+(B)+(C) warrants warrantstotal convertible total indicated in and no. of securities no. of Statement at convertible warrants held convertible para (I)(a) securities) of the securities above} as a same of the same % of class class diluted share capital Allied Commodeal 1 225000 5.232 0 0.00 0 0.00 5.232 Private Ltd Amarjyoti Commercial 2 228701 5.318 0 0.00 0 0.00 5.318 Pvt Ltd Sonata Mercantiles Pvt 3 307100 7.141 0 0.00 0 0.00 7.141 Ltd 4 Vedik Vintrade Pvt Ltd 225200 5.237 0 0.00 0 0.00 5.237 TOTAL 986001 22.929 0 0 0 0 22.929

Statement showing details of locked-in shares (I)(d) Sr. Name of the shareholder Number Locked-in shares as a percentage of No. of total number of shares {i.e., Grand locked-in Total (A)+(B)+(C) indicated in shares Statement at para (I)(a) above}

NIL

(II) (a) Statement showing details of Depository receipts (DRs)

Sr. Type of outstanding DR Number of Shares underlying outstanding DRs as a No. (ADRs, GDRs, SDRs, outstanding percentage of total number of shares {i.e., etc.) DRs Grand Total (A)+(B)+(C) indicated in Statement at para (1)(a) above} NIL

(II) (b) Statement showing Holding of Depository Receipts (DRs), where underlying shares held by 'promoter / promoter group' are in excess of 1% of the total number of shares Sr. Name of the DR Type of Number of Shares underlying outstanding DRs No. holder 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 (1) (a) etc. DRs above} Nil

Shareholding pattern as per clause 35 of the Listing Agreement as on 30th September, 2014

Introductory sub-table (I)(a)

Name of the Company: SHIVOM INVESTMENT & CONSULTANCY LIMITED

Name of the scrip, class of security: Equity

LIST OF SHAREHOLDERS AS ON 30/09/2014

No. of As a % of total no. partly paid- of partly paid-up As a % of total no. of Partly paid-up shares:- up shares shares shares of the company

Held by promoter/promoter group 0 0 0 Held by public 0 0 0

Total – D 0 0 0

Held by promoter/promoter group 0 0 0 Held by public 0 0 0

Total – E 0 0 0

As a % of total no. of shares of the company, No. of As a % of total assuming full conversion Warrants:- warrants no. of warrants of warrants

Held by promoter/promoter group 0 0 0 Held by public 0 0 0

Total – F 0 0 0

Total paid-up capital of the 4,300,300 company, assuming full Shares of conversion of warrants and Rs. 10/- convertible securities each

Sub Total(A)(1) 0 0 0 0 0 0 0.00

Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00

Total Shareholding of Promoter and 0 0 0 0 0 0 0.00 Promoter Group (A)= (A)(1)+(A)(2)

(B) Public shareholding 1 Institutions

(a) Mutual Funds/ UTI 0 0 0 0.00 0.00 0 0.00 Financial Institutions / (b) 0 0 0 0.00 0.00 0 0.00 Banks Central Government/ (c) 0 0 0 0 0 0 0.00 State Government(s) Venture Capital (d) 0 0 0 0.00 0.00 0 0.00 Funds (e) Insurance Companies 0 0 0 0.00 0.00 0 0.00 Foreign Institutional (f) 0 0 0 0.00 0.00 0 0.00 Investors Foreign Venture (g) 0 0 0 0.00 0.00 0 0.00 Capital Investors (h) Any Other (specify) 0 0 0 0.00 0.00 0 0.00

Sub-Total (B)(1) 0 0 0 0 0 0 0.00

B 2 Non-institutions 234157 (a) Bodies Corporate 61 2428298 56.47 56.47 0 0.00 8 (b) Individuals Individuals -i. Individual I shareholders holding 137 558937 512937 13.00 13.00 0 0.00

nominal share capital up to Rs 1 lakh ii. Individual shareholders holding II nominal share 33 1312765 1287765 30.53 30.53 0 0.00 capital in excess of Rs.1 lakh. (c) Any Other (specify) 0 0 0 0.00 0.00 0 0.00 Clearing member 1 300 300 0.01 0.01 0 0.00 Sub-Total (B)(2) 232 4300300 4142580 100.00 100.00 0 0

Total Public (B) Shareholding (B)= 232 4300300 4142580 100.00 100.00 0 0 (B)(1)+(B)(2)

TOTAL (A)+(B) 232 4300300 4142580 100.00 100.00 0 0

Shares held by Custodians and (C) against which

Depository Receipts have been issued Promoter and 1 0 0 0 0 0.00 0 0.00 Promoter Group 2 Public Sub-Total (C ) 0 0 0 0 0 0 0

GRAND TOTAL A 232 4300300 4142580 100.00 100.00 0 0 (A)+(B)+(C)

Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category “Promoter and 1 (b) Promoter Group” Sr. Name of the Details of Shares Encumbered Details Details of Total shares No. shareholder held shares (*) of convertible (including warran securities underlying ts shares Number of As a % No. As a As a % No. As a No. of As a assuming shares held of percent of grand of % conve % full conversion grand age total wartotal rtible total of warrants total (A)+(B)+ ran no. of securi no.of and convertible (A) (C) of ts warra ties conve securities) +(B) +( sub- hel nts held rtible as a % of C ) clause d of the securi diluted (I)(a ) same ties share capital class of the same class

( (VI)= (V (X (I) (II) (III) (IV) V (V)/(III (VII) III (IX) (XI) (XII) ) ) )*100 ) 1 Nil 0 0 0 0.00 0.00 0 0 0 0 0.00

TOTAL 0 0 0 0.00 0.00 0 0 0 0 0.00 (*) The term “encumbrance” has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 2011

(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. Name of the shareholder Number Shares as Details of Details of Total No. of shares a % of warrants convertible shares held total no. securities (including of shares underlying {i.e., shares Grand assuming Total No. of As a % No. of % w.r.t full (A)+(B)+ warrants total conver total conversion (C) held no. of tible no. of of warrants indicated warrants securit convert and in of the ies ible convertible Statemen same held securiti securities) t at para class es of as a % of (I)(a) the diluted above same share class capital

1 Allied Commodeal Pvt Ltd 225000 5.23 0 0.00 0 0.00 5.23

2 Camphor Barter Pvt Ltd 157000 3.65 0 0.00 0 0.00 3.65 3 Duke Chemcals (P) Ltd 118900 2.77 0 0.00 0 0.00 2.77 4 Ganpati Paper Distributor Pvt Ltd 152500 3.55 0 0.00 0 0.00 3.55 5 Matribhumi Commerce Pvt Ltd 63175 1.46 0 0.00 0 0.00 1.46 6 Mohan Graphite Pvt Ltd 160950 3.74 0 0.00 0 0.00 3.74 7 Mukta Tradelink Pvt Ltd 78500 1.82 0 0.00 0 0.00 1.82 8 Murli Tie-Up Pvt Ltd 58600 1.36 0 0.00 0 0.00 1.36 9 Sonata Mercantiles Pvt Ltd 257100 5.97 0 0.00 0 0.00 5.97 10 SRG Trading Pvt Ltd 150000 3.48 0 0.00 0 0.00 3.48 11 Sunview Dealcomm Pvt Ltd 169601 3.94 0 0.00 0 0.00 3.94 12 Sutanuti Distributors Pvt Ltd 176500 4.10 0 0.00 0 0.00 4.10 13 Swadesh Goods Pvt Ltd 79700 1.85 0 0.00 0 0.00 1.85 14 Unicon Tie-Up Pvt Ltd 151600 3.52 0 0.00 0 0.00 3.52 15 Vasundhara Merchants Pvt Ltd 118600 2.75 0 0.00 0 0.00 2.75 16 Ajay Kumar Jain 80000 1.86 0 0.00 0 0.00 1.86 17 Amit Jain 70000 1.62 0 0.00 0 0.00 1.62 18 Anil Kumar Agarwal 52500 1.22 0 0.00 0 0.00 1.22 19 Deepali Jain 65000 1.51 0 0.00 0 0.00 1.51 20 Manish Kumar Agarwal 50000 1.16 0 0.00 0 0.00 1.16 21 Preeti Jain 55000 1.27 0 0.00 0 0.00 1.27 22 Rajendra Prasad Jain 87500 2.03 0 0.00 0 0.00 2.03 23 Rajesh Kedia 119465 2.77 0 0.00 0 0.00 2.77 24 Sarita Dubey 50000 1.16 0 0.00 0 0.00 1.16 25 Sarwesh Dubey 50000 1.16 0 0.00 0 0.00 1.16 26 Shreegopal Saraf 184200 4.28 0 0.00 0 0.00 4.28 27 Vinay Kumar Jain 50000 1.16 0 0.00 0 0.00 1.16 TOTAL 3031391 70.49 0 0 0 0 70.49

Sr. Name(s) of the No. Shares as a Details of Details of Total shares No. shareholder(s) and of percentage warrants convertible (including the Persons Acting in shares of securities underlying Concert (PAC) with total shares them number of assuming shares full {i.e., Grand conversion Total of No. of As a % No. of % w.r.t (A)+(B)+(C) warrants warrantstotal convertible total indicated in and no. of securities no. of Statement at convertible warrants held convertible para (I)(a) securities) of the securities above} as a same of the same % of class class diluted share capital Allied Commodeal Pvt 1 225000 5.232 0 0.00 0 0.00 5.232 Ltd Sonata Mercantiles 2 257100 5.979 0 0.00 0 0.00 5.979 Pvt Ltd 482100 11.21 0 0 0 0 11.21 TOTAL

NIL

(II) (a) Statement showing details of Depository receipts (DRs)

Shareholding pattern as per clause 35 of the Listing Agreement as on 31st October, 2014

Introductory sub-table (I)(a)

Name of the Company: SHIVOM INVESTMENT & CONSULTANCY LIMITED

Name of the scrip, class of security: Equity

LIST OF SHAREHOLDERS AS ON 31/10/2014

No. of As a % of total no. partly paid- of partly paid-up As a % of total no. of Partly paid-up shares:- up shares shares shares of the company

Held by promoter/promoter group 0 0 0 Held by public 0 0 0

Total – D 0 0 0

Held by promoter/promoter group 0 0 0 Held by public 0 0 0

Total – E 0 0 0

As a % of total no. of shares of the company, No. of As a % of total assuming full conversion Warrants:- warrants no. of warrants of warrants

Held by promoter/promoter group 0 0 0 Held by public 0 0 0

Total – F 0 0 0

Total paid-up capital of the 69951325 company, assuming full shares of conversion of warrants and Rs.10/- convertible securities each.

Statement Showing Shareholding Pattern Table (I)(a) Categ Category of Number Total Number of Total Shares Pledged or ory Shareholder of number shares held shareholding as a otherwise code Sharehol of shares in percentage of total encumbered ders dematerial number of shares ized form As a As a Number As a percent percenta of shares percenta age ge of ge of(A+B) (A+B+C 1 ) (IX)= (I) (II) (III) (IV) (V) (VI) (VII) (VIII) (VIII)/ (IV)*100 Shareholding of (A) Promoter and

Promoter Group2 1 Indian Individuals/ Hindu (a) 0 0 - 0.00 0.00 0 0.00 Undivided Family Central Government/ (b) 0 0 - 0.00 0.00 0 0.00 State Government(s) (c) Bodies Corporate 0 0 - 0.00 0.00 0 0.00 Financial Institutions/ (d) 0 0 - 0.00 0.00 0 0.00 Banks (e) Any Others(Specify) 0 0 - 0.00 0.00 0 0.00

Sub Total(A)(1) 0 0 - 0.00 0.00 0 0.00

Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00

Total Shareholding of Promoter and 0 0 - 0.00 0.00 0 0.00 Promoter Group (A)= (A)(1)+(A)(2)

(B) Public shareholding 1 Institutions

(a) Mutual Funds/ UTI 0 0 0 0.00 0.00 0 0.00 Financial Institutions / (b) 0 0 0 0.00 0.00 0 0.00 Banks Central Government/ (c) 0 0 - 0.00 0.00 0 0.00 State Government(s) Venture Capital (d) 0 0 0 0.00 0.00 0 0.00 Funds (e) Insurance Companies 0 0 0 0.00 0.00 0 0.00 Foreign Institutional (f) 0 0 0 0.00 0.00 0 0.00 Investors Foreign Venture (g) 0 0 0 0.00 0.00 0 0.00 Capital Investors (h) Any Other (specify) 0 0 0 0.00 0.00 0 0.00

Sub-Total (B)(1) 0 0 - 0.00 0.00 0 0.00

B 2 Non-institutions (a) Bodies Corporate 79 4770473 2341578 6.820 6.820 0 0.00 (b) Individuals Individuals -i. Individual I shareholders holding 1939 11621362 512937 16.613 16.613 0 0.00

nominal share capital up to Rs 1 lakh ii. Individual shareholders holding II nominal share 1702 53559190 1287765 76.566 76.566 0 0.00 capital in excess of Rs.1 lakh. (c) Any Other (specify) 0 0 0 0.00 0.00 0 0.00 Clearing member 1 300 300 0.00 0.00 0 0.00 Sub-Total (B)(2) 3721 69951325 4142580 100.00 100.00 0 0

Total Public (B) Shareholding (B)= 3721 69951325 4142580 100.00 100.00 0 0 (B)(1)+(B)(2)

TOTAL (A)+(B) 3721 69951325 4142580 100.00 100.00 0 0 Shares held by Custodians and (C) against which

Depository Receipts have been issued Promoter and 1 0 0 0 0 0.00 0 0.00 Promoter Group 2 Public Sub-Total (C ) 0 0 0 0 0 0 0

GRAND TOTAL A 3721 69951325 4142580 100.00 100.00 0 0 (A)+(B)+(C)

Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category “Promoter and Promoter 1 (b) Group” Sr. Name of the Details of Shares Encumbered shares Details of Details of Total No. shareholder held (*) warrants convertible shares securities (including Number As a % No. As a As a % No. of As a No. of As a underlying of shares of percent of warra % conve % shares held grand age grand nts total rtible total assuming total total held no. of securi no.of full (A) (A)+(B) warra ties conve conversion +(B) +( +(C) of nts held rtible of warrants C ) sub- of the securi and clause same ties convertible (I)(a ) class of the securities) same as a % of class diluted share capital

(VI)= (V (VIII (X (I) (II) (III) (IV) (V)/(III (VII) (IX) (XI) (XII) ) ) ) )*100 NIL 0 0 0 0.00 0.00 0 0 0 0 0.00 0 0 0 0.00 0.00 0 0 0 0 0.00

TOTAL 0 0 0 0 0 0 0 0 0 0 (*) The term “encumbrance” has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 2011

Sr. Name of the shareholder Number Shares as Details of Details of Total No. of shares a % of warrants convertible shares held total no. securities (including of shares underlying {i.e., shares Grand assuming Total full (A)+(B)+ No. of As a % No. of % conversion (C) warrants total conve w.r.t of warrants indicated held no. of rtible total and in warrant securi no. of convertible Statement s of the ties conver securities) at para same held tible as a % of (I)(a) class securit diluted above ies of share the capital same class

1 Tejinder Singh 825000 1.18 0 0.00 0 0.00 1.18

TOTAL 825000 1.18 0 0.00 0 0.00 1.18

TOTAL 0 0 0 0 0 0 0

NIL

(II) (a) Statement showing details of Depository receipts (DRs)

LIST OF TOP 10 SHAREHOLDERS AS ON DATE

Sr. Name of the Shareholder No. of Shares % of Shares No. 1. Tejinder Singh 825000 1.18 2. Payal Tulsiyan 495000 0.71 3. Niraj Jaysingh Shah 333300 0.48 4. Kalpana Sahai 330000 0.47 5. Rajnikant Mishra 330000 0.47 6. Rohit Sahai 330000 0.47 7. Rohit Sahai 330000 0.47 8. Prerna Agarwal 264000 0.38 9. Ashok Kumar Modi (Huf) 247500 0.35 10. Ashish Gopalkrishna Mehta 227700 0.33

TOTAL 5.31

Disclosures:

1. No dividend and 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 VI - OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Direct Listing

Our Board of Directors has approved the Direct Listing pursuant to resolution passed at their meeting held on 10th December, 2014.

Prohibition by SEBI or Other Governmental Authorities

Our Company, natural persons in control of the Directors, and Group Companies, have not been prohibited from accessing or operating in capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI or any other regulatory or governmental authority.

There has been no regulatory action taken or penalty imposed by any regulator against our Company.

The companies, with which Directors or persons in control of our Company are associated directors or persons in control have not been prohibited from accessing in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority.

There has been no action taken by SEBI against any entity forming part of Group Companies.

There has been no action initiated by SEBI/RBI or any other regulator (both domestic and overseas) against any entitles forming part of Group Companies.

No action has been taken by SEBI against our Directors or any entity our Directors are involved with as promoters or directors.

None of the entities that our Directors are associated with, which are engaged in securities market related business and are registered with SEBI.

Prohibition by RBI

Neither our Company nor our relatives of our Directors have been identified as willful defaulters by the RBI or any other governmental authority. There are no violations of securities laws committed by them in the past or are pending against them.

Declaration under the Companies Act

We are in compliance with the provisions of the Companies Act, and nothing in this prospectus is contrary to the provisions of the Companies Act, SCRA, SEBI Act, and the rules and regulations made thereunder.

Eligibility Criterion

The Company is submitting its Information Memorandum, containing information about itself, making disclosures in line with the disclosure requirement for Secondary listing, as applicable, to MCX Stock Exchange Limited (MCX-SX) for making the said Information Memorandum available to public through their website viz. www.mcxindia.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.

Filing

Copies of this Information Memorandum has been filed with MCX Stock Exchange Limited (MCX-SX) in due compliance.

Listing

The Equity Shares of the Company are listed on The Calcutta Stock Exchange (CSE) having a scrip code 17099, Jaipur Stock Exchange Limited (JSEL) having a scrip code 936 and Ahmedabad Stock Exchange Limited (ASEL) having scrip code 19291. Now the Equity Shares of the Company shall be admitted for secondary listing on MCX Stock Exchange Limited (MCX-SX) subject to fulfillment of listing criteria of secondary listing of MCX Stock Exchange Limited (MCX-SX) and also subject to such other terms and conditions as may be prescribed by MCX Stock Exchange Limited (MCX-SX) at the time of the application by the Company seeking listing.

Demat Credit

The Company has appointed M/s. Niche Technologies Pvt. Ltd. as its Register and Share Transfer Agent. The Company has established its connectivity with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). The ISIN of the company is INE074G01014.

General Disclaimer from the Company

The Company accepts no responsibility for statement made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. All information shall be made available by the Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner.

Disclaimer Clause of MCX Stock Exchange Limited (MCX-SX)

As required, a copy of this Information Memorandum is being submitted to MCX Stock Exchange Limited (MCX- SX). MCX Stock Exchange Limited (MCX-SX) does not in any manner:  warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; or  warrant that this Company’s securities will be traded or will continue to be traded on MCX Stock Exchange Limited (MCX-SX); or  take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of this Company; and it should not for any reason be deemed or construed to mean that this Information Memorandum has been cleared or approved by MCX Stock Exchange Limited (MCX-SX). Every person who desires to acquire any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against MCX Stock Exchange Limited (MCX-SX) whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.

SECTION VII - ABOUT THE COMPANY

OUR HISTORY AND CERTAIN CORPORATE MATTERS

Brief History of our Company

The Company was originally incorporated as G. Raj Financial Consultancy Private Limited on 21st May, 1990 under the Companies Act, 1956 as a Private Limited Company in the State of West Bengal. On 28th July, 1992 the Company was converted into a Public Limited Company as G. Raj Financial Consultancy Limited. In 1996, the Company came out with the public issue of 12,00,300 equity shares of Rs.10/- each and was listed in The Calcutta Stock Exchange Limited. Subsequently, the Company’s name was changed to Shivom Investment & Consultancy Limited on 14th December, 1999. The Corporate Identification Number (CIN) of the Company is L74140WB1990PLC049044. Shivom is presently engaged in the business of Finance. Shivom is registered with Reserve Bank of India as Non Banking Financial Company having Registration No. 05 01155.

Situation of Registered Office

Shivom Investment & Consultancy Limited having its registered office at 91, N.S. Road, 3rd Floor, Vilayati Kothi, Kolkata- 700001.

Re-organization, Reconstruction, or Amalgamation

The Company had filed a petition u/s 391 (2) & 394 of Companies Act, 1956 for approval of a scheme of amalgamation of Relax Vintrade Limited and Intime Dealers Limited in the Company with the Hon’ble High Court of Calcutta vide Company petition No. 649/2013 and Company Application No. 1071/2011.The petition has been approved by Hon’ble Bench of the High Court of Calcutta vide its order dated 13.05.2014.

Main Objects of the Company

1. To act as adviser and/or consultants on all matters and problems relating to administration, management, organization manufacture, production, storage, process, systems and account, training of personnel, marketing, distributing and selling methods and principles, to develop procedures and principles of, and engage in research of all the problems relating to the administration, business methods. techniques, personnel for commercial, industrial and business purpose, distribution, marketing and selling, to collect, analyse, process, interpret distribute and circulate data, statistics and information relating to any type of business or industry, to analyse, college, examine, consider, formulate, report and recommend on the means and/or methods for extending and/or developing and/or Improving and/or promoting and/or managing any type of commerce, business or industry, organisation and methods, techniques and procedures, to consider and evaluate problems relating to manufacture, production, storage, distribution, finance, purchasing, marketing and sale and/ or relating to the rendering of any services, to render the above services to any person, firm, Company, trust, association, Institution, society, body corporate, government or government Department, public or local authority, any other organization whatsoever, and to render all such other services as, may be ancillary or incidental to any of the foregoing matter and problems.

2. To render services in the formation of Companies, firms, association and preparing Memorandum and Articles of Association and Partnership Deeds etc. in respect of the same, and to render services in preparing of agreements, underwriting agreements, undertakings in respect of the public issues of the clients, to act as advisers, consultants and/or manager to the public Issue of the Company or Companies, and to give advice In the matters of sales tax, Income tax, wealth tax, Estate Duty Act and to plead and/or represent their cases before the authorities • concerned to render the services as registrars to the Companies and bodies corporate for maintenance of their records of share and other departments and to render secretarial services to the Companies, bodies corporate and firms and other services of such nature.

3. To assist the clients/Company(ies) in preparing their loan applications to Industrial Finance Corporation of India Industrial Development Bank of India, banks and/or such other Central or State Financial Institutions as may be deemed fit and proper and to prepare agreements, undertakings, deeds and to do all other things as may be incidental to the.

4. To act as financial consultants, management consultants, and provide advice, services, consultancy in various fields, general administrative, secretarial, commercial, financial, legal, economic, labour, industrial public relations, scientific, technical, direct and indirect taxation and other levies, statistical, accountancy, quality control & data processing.

5. To take part in the formation, supervision or control of the business or operations of any company or undertaking and for that purpose to act as an Issue House, Registrar and Share Transfer Agents, Secretaries, Financial Advisers or Technical Consultants or in any other capacity and to appoint and remunerate any directors, administrators or accountants or other experts or agents.

6. To engage in the business of management of Security offering / issue of corporate bodies including making arrangements for selling or buying or subscribing to or dealing in securities, preparation of offer documents / prospectus / letter of offer, tying up with other intermediaries in securities, rendering corporate advisory service, determining financial structure of issuer, to manage portfolio of securities, to handle allotment and refund of securities, to underwrite issues and to undertake all other matters connected with issue / offering of securities.

7. To carry on business of an investment Company to undertake and transect trust and agency. Investment, financial business, financiers and for that purpose to lend or invest money and negotiate loans in any form or manner, to draw, accept, endorse, discount, buy, sell deal in bills of exchange, hundies, promissory notes and other negotiable instrument and securities and also to issue on commission to subscribe for underwrite, take, acquire and hold, sell and exchange or otherwise deal in shares, stocks, bonds or debentures or securities of any Government or Public Authority or Company, gold and silver and bullion.

8. To carry on business of Leasing, Hire Purchase and letting on Hire and entering into any financial arrangement in acquiring by import or otherwise and providing on lease, hire or rent in India and abroad, all types of: Plants, Machinery, Equipment, Tools, Dies, moulds, appliances, complements, instruments or apprata, installations and fittings for domestic, industrial, commercial, trading, office or agricultural use : vehicles including motor-cycles, scooters and motor vehicles of all kinds and description, ships, aeroplanes and cycles and carriage and all other vehicles of all kinds whatsoever whether moved, propelled or driven by motor, steam, oil, petrol, electricity and any mechanical or other power or devices : and accessories of all the vehicles; and buildings, offices, showrooms shops, factories, godowns, or any immovable properties or real estate, furniture, fixtures and utensils, air- conditioners, refrigerators, televisions, video, tape recorders and all other electrical and electronics equipments.

Promoter

There are no identifiable promoters in the Company as on date of filing Information Memorandum.

Capital raising activities

For details regarding our equity capital, please see the chapter entitled “Capital Structure” on page 25, respectively, of this Information Memorandum.

Major events

Year Event Company received the Certificate of Incorporation in the name of M/s G. Raj Financial 21.05.1990 Consultancy Private Limited. The Company was converted from private to public limited Company named as M/s. G. Raj 28.02.1992 Financial Consultancy Limited. 28.02.1995 Change in object clause. 03.07.1996 The Company came out with a public issue of 12,00,300 equity shares of Rs.10/- each. 01.03.1998 Certificate of Registration with Non-Banking Financial Companies. Fresh Certificate of incorporation after change of name from M/s. G. Raj Financial Consultancy 14.12.1999 Limited to M/s. Shivom Investment & Consultancy Limited . Calcutta High Court approved the scheme of Amalgamation of Relax Vintrade Limited, Intime 13.05.2014 Dealers Limited with M/s. Shivom Investment & Consultancy Limited.

Our Business

For details in relation to our Business, please see the chapter entitled “Our Business‟ on page 16 of this Information Memorandum.

Issue of Bonus Shares

The company has not issued any bonus share.

Joint Ventures

The company has not entered into any Joint Venture Agreement.

Time and Cost Overruns

The nature of our Company’s business does not include implementation of projects and therefore our Company believes that 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.

Group and Subsidiary Companies

The Company does not have any subsidiaries or any group companies and the company is not subsidiary of any company as on date of this Information Memorandum.

Acquisitions of business / undertakings

The Company has filed a petition u/s 391 (2) & 394 of Companies Act, 1956 for approval of a scheme of amalgamation of Relax Vintrade Limited and Intime Dealers Limited with the High Court of Calcutta vide Company petition No. 649/2013 and Company Application No. 1071/2011.The petition has been approved by Hon’ble Bench of the High Court of Calcutta on 13.05.2014.

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.

Convertible Instruments / Warrants

The Company has not issued any Convertible instrument including warrants till now.

OUR MANAGEMENT

Board of Directors

Shivom Investment & Consultancy 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 three Directors on our Board out of which 2 are Independent – Non- Executive Director and 1 is Executive - Non- Independent Director.

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

Directorship Date Name, Designation, Address, in other Age of Appointment public Nationality, PAN and DIN as Director Companies MR. PRADIP KUMAR SULTANIA Managing Director 110/6, Bangur Avenue, Block-C, 2nd Floor, Kolkata- 700055, West Bengal, India 46 17/08/2011 0 PAN : ALOPS8525P DIN : 00539550

MR. MAHESH SHARMA Independent Director 18, Sir Hariram Goenka Street, Kolkata-700007, 1 West Bengal, India 29 17/08/2011 PAN : DPSPS8381L DIN : 03610825 MR. SASHI PANDEY Independent Director 18, Sir Hariram Goenka Street, Kolkata- 700007, 34 17/08/2011 1 West Bengal, India PAN : BROPP5797B DIN : 03614033

BRIEF PROFILE OF THE DIRECTORS

MR. PRADIP KUMAR SULTANIA Date of Birth 30.08.1968 DIN 00539550 PAN No. ALOPS8525P

Address 110/6, Bangur Avenue, Block-C, 2nd Floor, Kolkata- 700055, West Bengal, India

Brief Description of the Business, Work Profile & Mr. Sultania has completed his Higher Experience Secondary and having 15 years experience in Finance Sector. Date of Joining 17.08.2011

MR. MAHESH SHARMA Date of Birth 05.05.1985 DIN 03610825 PAN No. DPSPS8381L Address 18, Sir Hariram Goenka Street, Kolkata-700007, West Bengal, India Brief Description of the Business, Work Profile & Mr. Sharma has completed his Higher Secondary Experience and having 10 years experience in Administrative Sector. Date of Joining 17.08.2011

MR. SASHI PANDEY Date of Birth 19.03.1980 DIN 03614033 PAN No. BROPP5797B Address 18, Sir Hariram Goenka Street, Kolkata-700007, West Bengal, India Brief Description of the Business, Work Profile & Mr. Pandey has completed his Higher Secondary Experience and an able administrator as well as an experienced analyst of financial and capital market. Date of Joining 17.08.2011

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

None of our Directors hold any Equity Shares as on the date of filing Information Memorandum.

Corporate Governance

Corporate Governance is very important to built confidence and trust which leads to strong, stable and long term partnership with the Investors and all other Stakeholders. The detailed Report on implementation of Corporate Governance Code as incorporated in Clause 49 of the Listing Agreement with the Stock Exchange/s is set out below.

Currently, the Board has three Directors, of which the Chairman is a Non-Executive Director who is related to the Promoter. In compliance with the requirements of Clause 49 of the Equity Listing Agreement, our Company has two Independent Directors, on the Board.

Committees of the Board

The Board has constituted committees of Directors, including,

(i) Audit Committee, (ii) Remuneration Committee, (iii) Share holders/Investor’s Grievance Committee,

The details of these committees as set out below:

Audit Committee

The members of the Audit Committee are:

1. Mr. Mahesh Sharma - Chairman 2. Mr. Pradip Kumar Sultania– Member 3. Mr. Sashi Pandey – Member

The purpose of the audit committee is to ensure objectivity and credibility and correctness of the Company’s financial reporting and disclosure processes, internal controls of risk management policies and processes, tax policies, compliance and legal requirements and associated matters. 3/4th of the members of the Audit Committee are Independent Directors. The terms of reference of the Audit Committee are as follows:

a. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

b. Discuss with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

c. Regular review of accounts, changes in accounting policies and reasons for the same etc.

d. Review of the major accounting entries, based on exercise of judgment by management and

e. Review of significant adjustments arising out of audit.

f. Review of qualifications in the draft audit report.

g. Establishing and reviewing the scope of the independent audit including the observations of the auditors and review of the quarterly, half-yearly and annual financial statements before submission to the Board.

h. The Committee shall have post audit discussions with the independent auditors to ascertain any area of concern.

i. Establishing the scope and frequency of internal audit, reviewing the findings of the internal auditors and ensuring the adequacy of internal control systems.

j. Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department and reporting structure coverage.

k. To look into the matters pertaining to the Director’s Responsibility Statement with respect to compliance with Accounting Standards and accounting policies.

l. Review, with the management, prior to submission to the board for approval, disclosure of any related party transactions.

m. Compliance with Stock Exchange and other legal requirements concerning financial statements, to the extent applicable.

n. Review, with the management, performance of statutory and internal auditors.

o. Recommending to the Board the Appointment, reappointment, replacement or removal and fixing of audit fees of statutory auditors and internal auditors.

p. Approval of payment to the statutory auditors for any other services rendered by them.

Whistle Blower Mechanism/ Vigil Mechanism

The Board and Audit committee has duly established, reviewed & approved a mechanism for employees & directors to report concerns about unethical behavior, actual or suspected fraud, or violation of our code of conduct or ethics policy. It also provides for adequate safeguards against victimization of employees & directors who avail of the mechanism, and also allows direct access to the Chairperson of the audit committee in exceptional cases.

Remuneration Committee

The members of the Remuneration Committee are:

1. Mr. Mahesh Sharma - Chairman 2. Mr. Pradip Kumar Sultania– Member 3. Mr. Sashi Pandey – Member

The Committee decides remuneration policy of the Company. It also reviews from time to time the overall Remuneration structure and related policies with a view to attract, motivate and retain employees.

Share holders/Investor’s Grievance Committee

The members of the Share holders/Investor’s Grievance Committee are:

1. Mr. Sashi Pandey – Chairman 2. Mr. Pradip Kumar Sultania– Member 3. Mr. Mahesh Sharma – Member

The Committee resolves Complaints like transfer of shares, non-receipt of Annual Reports etc. As received from the Investors and provide information to the Board of Directors of the Company. The terms of reference of the Share Allotment, Transfer and Investor Grievance Committee are:

a) Issue and allot shares subject to the provisions of the relevant Section of the Act and subject to the Memorandum and Articles of Association of the Company and in accordance with the Companies (Issue of Share Certificates) Rules, 1960.

b) To transfer, transposition and transmission of securities.

c) To consider and approve, split consolidation and duplication of shares or other securities.

d) To approve dematerialization and rematerialization of shares.

e) To seek any information it requires from the employees, Directors of the Company in order to perform its functions

f) To do all such other things as are necessary thereto pursuant to and in accordance with the ESOP Scheme and the decision of the Board.

g) Investor relations and redressal of shareholders grievances in general and relating to non receipt of dividends, interest, non-receipt of balance sheet etc in particular.

h) Such other matters as may be, from time to time, required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

Corporate Social Responsibility (CSR) Committee

The Company is planning for taking an initiative for implementation of “Green Initiative” in the corporate governance for allowing paperless compliances as per the circular issued by the Ministry of Corporate affairs and to facilitate its member by providing all the information relating to notices of Shareholders Meetings, Annual Report of the Company by e-mail. The Company is also planning to take initiative on promoting social welfare in near future.

OUR PROMOTER AND PROMOTER GROUP

The Company does not consist of any promoter or promoter group. Hence, our Company is professionally managed.

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 Statements of our Company” of this Information Memorandum.

SECTION VIII - FINANCIAL INFORMATION INDEPENDENT AUDITOR’S REPORT

Independent Auditor’s Report

To the Members of SHIVOM INVESTMENT & CONSULTANCY LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of SHIVOM INVESTMENT & CONSULTANCY LIMITED (‘the Company’) which comprise the Balance Sheet as at 31 March 2014 ,the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2014;

(ii) in the case of the Statement of Profit and Loss, of the profit of the company for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows of the company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet and Statement of Profit and Loss dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; and

e. on the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For Surana Singh Rathi & Co Chartered Accountants Firm Reg No : 317119E

Sd/- Gaurav Rathi Place : Kolkata Partner 10th May, 2014 M.No: 067539

Annexure referred to in Independent Auditors Report (Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date) (i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) Fixed assets have been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the Company and nature of its fixed assets.

(ii) There was no physical inventory maintained by the company during the year. of the company, therefore the provisions of clause (ii) of Paragraph 4 of the order is not applicable.

(iii) The Company has taken loans from a party covered in the register maintained under section 301 of the Companies Act.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory and fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any weaknesses in the internal control system.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts and arrangements referred to in sec 301 of the Act have been entered into the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made as specified in clause (v)(b) of Para 4 of the Order are at prices which are reasonable, having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public and therefore the provisions of Sections 58A, 58AA or any other relevant provisions of the Act and the Rules made there under are not applicable to the Company.

(vii) As explained to us, the company has an internal audit system commensurate with its size and the nature of its business.

(viii) To the best of our knowledge and explanation, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the company.

(ix) (a) According to the records of the company and information and explanations given to us, the company has been generally regular in depositing undisputed statutory dues with the appropriate authorities during the year and no undisputed amounts payable were outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable.

(b) According to the records of the company and information and explanations given to us, there are no dues outstanding of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty, Cess and Service Tax on account of any dispute.

(x) The company has no accumulated losses at the end of the financial year. It has not incurred cash losses during the period covered by the report as well as in the immediately preceding financial year.

(xi) The company has not defaulted in repayment of dues to any financial institution or bank. The company has not issued any debentures.

(xii) According to the information and explanations given to us and based on documents and records produced to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies.

(xiv) As informed and explained to us, the Company has dealt / traded in shares, securities, debentures and other investments during the year.

(xv) According to the information and explanations given to us, the company has not given any guarantee to a bank for any concern.

(xvi) The company has not taken any term loan during the year.

(xvii) As informed and explained to us, the company has not raised any funds on short-term basis, therefore the provisions of clause (xvii) of Paragraph 4 of the order is not applicable.

(xviii) During the year, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of Act.

(xix) The company has not issued any debentures, so it was not required to create any security or charge in this respect.

(xx) The company has not raised any money through public issue during the year.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year

For Surana Singh Rathi & Co Chartered Accountants Firm Reg No : 317119E

Sd/- Gaurav Rathi Place : Kolkata Partner 10th May, 2014 M.No: 067539

Balance Sheet as at 31st March, 2014

Note As at 31st March, 2014 As at 31st March, 2013 EQUITY & LIABILITIES Shareholders' Funds (a) Share Capital 2 4,30,03,000 4,30,03,000

(b) Reserves & Surplus 3 1,25,91,794 5,55,94,794 1,25,90,711 5,55,93,711 Current Liabilities (a) Short-term Borrowings 4 50,00,000 2,71,640 (b) Trade Payables 5 44,944 3,39,152

TOTAL 6,09,51,066 5,63,92,231 ASSETS Non-Current Assets (a) Fixed Assets 7 Tangible Assets 3,235 9,714 (b) Non-Current Investments 8 3,78,84,238 2,82,67,238

(c) Deferred Tax Assets (Net) 23,937 3,79,11,410 3,51,889 2,86,28,841 Current Assets (a) Trade Receivable 9 2,25,222 2,25,222 (b) Cash and Cash equivalents 10 14,08,786 7,91,976 Short-term Loans and (c) Advances 11 2,14,05,648 2,30,39,656 2,67,46,192 2,77,63,390

TOTAL 6,09,51,066 5,63,92,231

The accompanying notes are an integral part of the financial statements As per our report of even date For and on behalf of the Board For SURANA SINGH RATHI AND CO Firm Registration No.: 317119E Sd/‐ Chartered Accountants Pradip Kumar Sultania Director Sd/- (Din :‐ 00539550) GAURAV RATHI Partner Sd/‐ M. No. 067539 Mahesh Sharma Place : Kolkata Director 10th May, 2014 (Din :‐ 03610825)

Statement of Profit and Loss for the year ended 31st March, 2014 Year ended Year ended 31st Note 31st March, March, 2014 2013

I. Revenue from Operations 12 20,65,954 7,96,118 III. Total Revenue (I + II) 20,65,954 7,96,118 IV. Expenses:

(e) Other expenses 14 3,87,529 3,12,035 Total expenses 15,99,451 6,43,730 V Profit before Tax (III - IV) 4,66,503 1,52,388 VI Tax Expenses (a) Current Tax 1,37,468 71,410 (b) Deferred Tax 3,27,952 - (c) For earlier years - - VII Profit/(Loss) for the Period (V - VI) 1,083 80,978 Earning per Equity Share ( nominal value of share VIII 15 Rs.10/- each) (a) Basic 0.0003 0.0188 (b) Diluted 0.0003 0.0188 Significant Accounting Policies & Notes on Accounts 1-16

Cash Flow Statement for the year ended 31st March, 2014

31st March, 31st March, 2014 2013 Cash flow from operating activities Profit before tax 4,66,503 1,52,388 Adjustments for: Provision for Standard Assets (13,868) 31,556 Depreciation 6,479 63,895 Operating Capital before working capital charges 4,59,114 2,47,839 Adjustments for: (Increase)/ decrease in trade & other receivables 53,40,544 (1,27,02,080) Increase/(decrease) in trade payables (2,94,208) (3,06,906) Cash generated from / (used in) operations 55,05,450 (1,27,61,147) Income Tax Paid - (16,860) Net Cash flow from / (used in) operating activities (A) 55,05,450 (1,27,78,007) Cash flow from investing activities Proceeds from sale/ (purchase) of non-current investments (Net) (96,17,000) 1,22,70,000 Net Cash flow from / (used in) investing activities (B) (96,17,000) 1,22,70,000 Net Cash flow from / (used in) financing activities (C) Proceeds from Short term borrowing 47,28,360 - Net Cash flow from / (used in) financing activities (C) 47,28,360 Net increase/(decrease) in cash and cash equivalents (A+B+C) 6,16,810 (5,08,007) Cash and cash equivalents at the beginning of the year 7,91,976 12,29,961 Cash and cash equivalents at the end of the year 14,08,786 7,21,954 Components of cash and cash equivalents Balances with Banks in Current Account 10,45,828 6,05,459 Cash on hand 3,62,958 1,86,517 Total cash and cash equivalents 14,08,786 7,91,976

The accompanying notes are an integral part of the financial statements As per our report of even date For and on behalf of the Board For SURANA SINGH RATHI AND CO Firm Registration No.: 317119E Sd/‐ Chartered Accountants Pradip Kumar Sultania Director Sd/- (Din :‐ 00539550) GAURAV RATHI Partner M. No. 067539 Sd/‐ Mahesh Sharma Place : Kolkata Director 10th May, 2014 (Din :‐ 03610825)

Notes to the financial statements for the year ended 31st March, 2014

1. Significant Accounting Policies

1.1 Basis of Preparation of Financial Statements The Financial Statements have been prepared in confirmity with generally accepted accounting principles to comply with the notified accounting standards under the Companies (Accounting Standard) Rules, 2006 and the guidelines issued by the Reserve Bank of India as applicable to a Non-banking Finance Company. The financial statements have been prepared under the historical cost convention and in accordance with the provisions of the Companies Act, 1956.

1.2 Revenue Recognistion Revenue is recognised only when it can be reliably measured and it is reasonable to expect ultimate collection.

1.3 Fixed Assets & Depreciation Fixed Assets are stated at cost less accumulated depreciation and impairment loss, if any. Depreciation on fixed assets is provided on SLM at the rates and in the manner prescribed in the Schedule XIV of the Companies Act, 1956.

1.4 Investments Long-term Investments are carried at acquisition cost. Investments intended to be held for less than one year are classified as 'Current Investments' and carried at lower of cost and net realizable value. Provision for diminution in value is made if the decline in value is other than temporary in nature in the opinion of the management.

1.5 Taxes on Income Provision for Income Tax is made on the basis of estimated taxable income for the period at current rates. Tax expense comprises both Current Tax and Deferred Tax at the applicable enacted or substantively enacted rates. Current Tax represents the amount of Income Tax payable/ recoverable in respect of taxable income/ loss for the reporting period. Deferred Tax represents the effect of timing difference between taxable income and accounting income for the reporting period that originates in one year and are capable of reversal in one or more subsequent years.

1.6 Provisions, Contingent Liabilities and Contingent Assets Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognised but are disclosed in the Notes. Contingent Assets are neither recognised nor disclosed in the financial statements. 31 March, 31 March, 2014 2013 2. Share Capital Rs Rs a) Capital Structure Authorised 4,500,000 Equity Shares of Rs. 10/- each. 4,50,00,000 4,50,00,000 4,50,00,000 4,50,00,000 Issued, Subscribed and Fully Paid Up 4,300,300 Equity Shares of Rs. 10/- each. 4,30,03,000 4,30,03,000 4,30,03,000 4,30,03,000

b) Share Capital Reconciliation Equity Shares 31 March 2014 31 March 2013 Nos. Amount Nos. Amount Opening balance 43,00,300 4,30,03,000 43,00,300 4,30,03,000 Issued during the period - - - -

Closing Balance 4,30,03,000 43,00,300 43,00,300 4,30,03,000 c) Particulars of Equity Shareholders holding more than 5% Shares at Balance Sheet date 31 March 2014 31 March 2013 No. of No. of shares % holding shares % holding

Armaan Tradelink Pvt Ltd 2,37,950 5.53% 2,37,950 5.53% Amarjyoti Commercial Pvt Ltd 2,28,701 5.32% - - d) Terms/rights attached to equity shares The Company has only one class of equity shares having a par value of Rs. 10/- each. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the subsequent Annual General Meeting. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company after distributions of all preferential amount. The distributions will be in proportion to the number of equity shares held by the shareholders; and any other right as the Memorandum and Articles of Association of the Company may prescribe in relation to the aforesaid equity shares of the Company. 3. Reserves & Surplus

31 March, Security Premium 2014 31 March, 2013

Balance b/f 1,00,01,500 1,00,01,500 Statutory Reserve Fund

Opening Balance 2,44,322 2,28,127 Add: Transfer from Profit & Loss A/c during the year 217 16,196

Closing Balance 2,44,539 2,44,322 Surplus/(Deficit) in the Statement of Profit & Loss

Opening balance 23,44,888 22,80,105

Add: Profit/(Loss) for the year 1,083 80,979

Less: Transfer to Reserve Fund 217 16,196 Net Surplus/(Deficit) at the end of the year 23,45,755 23,44,888

Total Reserves & Surplus 1,25,91,794 1,25,90,711

31 March, 4. Short-term Borrowings 2014 31 March, 2013 Unsecured Loan Rs Rs

From Bodies Corporates 50,00,000 2,71,640 50,00,000 2,71,640

31 March, 5. Trade Payables 2014 31 March, 2013 Trade Payables Rs Rs Sundry Creditors - Others 44,944 3,39,152 44,944 3,39,152

31 March, 6. Short-term Provisions 2014 31 March, 2013 Others Rs Rs

Provision for Income Tax 2,58,663 1,21,195

Contingent Provision on Standard Assets 52,665 66,533 3,11,328 1,87,728

31 March 2014 31 March 2013 Amount Qty. Amount (Rs) Qty. (Rs) 8. Non-Current Investments Non-Trade Investments Investments in Equity Instruments (a) (Quoted) JMT Auto Limited (Face Value Rs.10/- each) 6,000 1,02,592 6,000 1,02,592 Gangotri Iron & Steel Co. Limited (Face value Rs.5/- each) 10,000 1,00,000 10,000 1,00,000 Moulik Finance & Resorts Limited (Face value Rs.10/- each) 7,100 35,500 7,100 35,500

Tatanagar Bricks Limited 4,700 31,446 4,700 31,446

Elegent Marble Limited 600 21,000 600 21,000 JSW Steel Ltd (Formerly Jindal Vijaynagar Steel Limited) 1,200 7,300 1,200 7,300

Hanil Era Textiles Limited 100 1,000 100 1,000 2,98,838 2,98,838

(b) Investments in Other Instruments (Quoted) Convertible Warrants of Kaushalya Infratructure Development Corporation Limited of Rs. 11 each 15,00,000 1,65,00,000 15,00,000 41,50,000

Investments in Equity Instruments (c) (Unquoted) Bhalotia Auto Products Ltd 37,500 37,50,000 93,500 93,50,000 Bhalotia Engineering Works Ltd - - 6,56,300 65,63,000 Piyushrippon Financial Pvt Ltd 1,91,800 5,75,400 1,91,800 5,75,400 Bravo Sponge Iron Pvt Ltd 46,600 23,30,000 1,46,600 73,30,000 Sherwood Securities Pvt Ltd 2,30,000 82,50,000 - - Intimate Tradelinks Pvt Ltd 6,180 61,80,000 - - 2,10,85,400 2,38,18,400

Total of Non-Current Investments (a+b+c) 3,78,84,238 2,82,67,238

Details of Non-Current Investments

Aggregate of Quoted Investments 2,98,838 2,98,838

Market Value of Quoted Investments* 22,20,120 15,15,790

Aggregate of Unquoted Investments 2,10,85,400 2,38,18,400 * Market Value of certain quoted investments were not available since they were suspended in the Stock Exchanges 31 March, 9. Trade Receivable 31 March, 2014 2013 (Unsecured, Considered good) Rs Rs

Over six months 2,25,222 2,25,222 Others - - 2,25,222 2,25,222 10. Cash and Cash Equivalents Balances with Banks in Current Account 10,45,828 6,05,459 Cash on hand 3,62,958 1,86,517 14,08,786 7,91,976

31 March, 31 March, 2014 2013 Rs Rs 11. Short-term Loans and Advances (Unsecured, considered good) Loans and advances to Other than Related Parties 2,10,66,032 2,66,13,172 Others Tax Deducted at Source 3,39,616 1,33,020 2,14,05,648 2,67,46,192 12. Revenue from Operations Sale of Shares - - Interest Income 20,65,954 7,96,118 20,65,954 7,96,118

Purchase of Shares - - - -

13. Change in inventories of Stock-in-Trade Opening Stock of Shares - - Less : Closing Stock of Shares - - - -

14. Employee Benefits Expense Salary & Bonus 12,05,443 2,67,800 12,05,443 2,67,800

15. Other Expenses Advertisement expenses - - Auditors' Remuneration Audit Fees 22,472 22,472 Bank Charges 1,590 947 Rent & Electricity 1,70,150 1,54,662 Filing Fees - 17,500 Professional Fees 6,500 3,500 Registrar Fees 14,550 20,102 Annual Stock Exchange Fees - 18,230 Annual Charges CDSL 6,067 6,741 Annual Charges NSDL 6,067 - General Expenses 48,486 9,635 Office Expenses 40,630 7,100 Postage and Telegram 8,930 1,870 Printing & Stationery 13,770 2,210 Staff Welfare 14,970 2,750 Repairs & Maintenance 26,390 8,640 Telephone Expenses 20,825 4,120 Provision @ 0.25% on Standard Assets (13,868) 31,556 3,87,529 3,12,035

16. Earning per share (EPS) The following reflects the profit and share data used in the basic and diluted EPS computations: 31 March, 31 March, 2014 2013 Net Profit / (Loss) attributable to equity shareholders 1,083 80,979 Weighted average number of equity shares in calculating EPS 43,00,300 43,00,300 Nominal value of Equity Shares 10 10 Basic & Diluted EPS 0.00 0.02

16. Notes to Accounts : a) Segment Reporting The Company is predominantly engaged in the business of financial activities and is a 'Single Segment' Company.

b) Related Party Disclosures As per Accounting Standard 18 ‘Related Party Disclosures’, the disclosure of transactions with related parties are given below:

(i) Names of the related parties and description of relationship 1 Key Management Personnel (KMP): Shri Pratap Kumar Sultania (w.e.f. 17/08/2011) Shri Mahesh Sharma (w.e.f. 17/08/2011)

Shri Sashi Pandey (w.e.f. 17/08/2011)

2 Transactions with related parties during the period : There was no Related party transaction during the year to disclose in terms of AS - 18. c) Accounting for Taxes on Income As availability of future taxable income is not certain, on consideration of prudence, provision for deferred tax assets is not made in term of AS 22, Accounting for Taxes on Income.

d) Scheme of Amalgamation: The Company has filed a petition u/s 391(2) and 394 of Companies Act, 1956 for approval of a scheme of amalgamation of Relax Vintrade Limited and Intime Dealers Limited with the High court of Calcutta vide Company Petition No. 649/2013 and Company Application No. 1071/2011. The petition is pending before Hon'ble Bench of the High Court. e) Details of dues to micro and small enterprises as defined under the MSMED Act,2006 On the basis of information available with the Company, under the Micro, Small and Medium Enterprises Development Act, 2006, there are no Enterprises to whom the Company owes dues which were outstanding anytime during the year. This has been relied upon by the Auditors. f) Particulars as required in terms of Paragraph 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 are given by way of an Annexure to the financial statements. g) Previous year figures have been recast/ reclassified wherever appropriate to confirm to current year's presentation as per revised Schedule VI notified under the Companies Act, 1956. h) All the figures in these notes are in 'Rs' except otherwise stated.

SHIV OM INVESTMENT & CONSULTANCY LTD.

DEPRECIATION AS PER INCOME TAX ACT 1961 FOR THE ASST YEAR 2014-2015

W.D.V as Addition during the year W.D.V as on Depreciat on Particulars Total 01.04.201 Upto After Rate ion 31.03.201 3 30.09.2013 30.09.2013 Amount 4

Maruti Van 2,456.81 - - 2,456.81 15% 368.52 2,088.29

Scooters 1,853.82 - - 1,853.82 15% 278.07 1,575.75 Ambassador Car 1,179.71 - - 1,179.71 15% 176.96 1,002.75

Cycle 70.36 - - 70.36 15% 10.55 59.80 Mahindra Scorpio Turbo Car 87,604.35 - - 87,604.35 15% 13,140.65 74,463.70

Luna Moped 229.74 - - 229.74 15% 34.46 195.28

93,394.79 - - 93,394.79 14,009.22 79,385.57 Photocopies Machine 566.45 - - 566.45 15% 84.97 481.48

Typewriter 357.59 - - 357.59 15% 53.64 303.96

Fax Machine 234.87 - - 234.87 15% 35.23 199.64 Air Conditioner 142.42 - - 142.42 15% 21.36 121.06

Typewriter 97.34 - - 97.34 15% 14.60 82.73

1,398.67 - - 1,398.67 209.80 1,188.87 Furniture & Fixtures 141.09 - - 141.09 10% 14.11 126.98

141.09 - - 141.09 14.11 126.98

94,934.55 - - 94,934.55 14,233.13 80,701.42

7. Fixed Assets Tangible Assets

Particulars Gross Block Depreciation Net Block Add ition /Rev As on As on As on alua As on As on For the As on 31.03.20 31.03.201 01.04.2013 tion 31.03.2014 01.04.2013 year 31.03.2014 14 3

Computer 126,290.40 - 126,290.40 126,290.40 - 126,290.40 - -

Maruti Van 110,000.00 - 110,000.00 110,000.00 - 110,000.00 - -

Scooters 97,645.00 - 97,645.00 97,645.00 - 97,645.00 - - Photocopies Machine 75,000.00 - 75,000.00 71,465.14 3,534.86 75,000.00 - 3,534.86 Ambassador Car 56,000.00 - 56,000.00 56,000.00 - 56,000.00 - - Mahindra Scorpio Turbo Car 627,920.00 - 627,920.00 627,920.00 - 627,920.00 - - Electronic Typewriter 31,071.32 - 31,071.32 27,424.07 1,476.00 28,900.07 2,171.25 3,647.25

Air Conditioner 22,000.00 - 22,000.00 21,983.33 16.67 22,000.00 - 16.67

Fax Machine 20,408.20 - 20,408.20 18,375.84 969.00 19,344.84 1,063.36 2,032.36

Luna Moped 12,269.00 - 12,269.00 12,269.00 - 12,269.00 - -

Typewriter 12,373.67 - 12,373.67 11,891.05 482.62 12,373.67 - 482.62

Cycle 2,885.00 - 2,885.00 2,885.00 - 2,885.00 - - Furniture & Fixtures 1,450.00 - 1,450.00 1,450.00 - 1,450.00 - -

TOTAL 1,195,312.59 - 1,195,312.59 1,185,598.83 6,479.15 1,192,077.98 3,234.61 9,713.76

Previous Year 1,195,312.59 - 1,195,312.59 1,121,704.06 63,894.77 1,185,598.83 9,713.76 73,608.53

SECTION IX - OUTSTANDING LITIGATIONS

There are no pending litigations, prosecutions; investigations initiated other than under normal course of business by / under the Companies Act, 1956 and 2013 wherever applicable, Foreign Exchange Management, 1999 or under the provisions of any other act for the time being in force, SEBI, ROC, Stock Exchange, RBI, Income Tax Department or any other Statutory Agencies as on date against us.

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:

(A) All pending litigations in which the Promoters/ Promoter Companies/ directors of Promoter Companies are involved NIL

(B) All pending litigations in which the Group Companies/ directors of Group Companies are involved. NIL

(C) List of all defaults to the financial institutions or banks by Promoters/ Promoter Companies/ directors of Promoter Companies. NIL

(D) List of all defaults to the financial institutions or banks by Group Companies/ directors of Group Companies. NIL

(E) List of all non-payment of statutory dues by Promoters/ Promoter Companies/ directors of Promoter Companies. NIL

(F) List of all non-payment of statutory dues by Group Companies/ directors of Group Companies. NIL

(G) List of all dues towards instrument holders such as debt instrument holders, fixed deposits and arrears on cumulative preference shares by Promoters/ Promoter Companies/ directors of Promoter Companies. NIL

(H) List of all dues towards instrument holders such as debt instrument holders, fixed deposits and arrears on cumulative preference shares by Group Companies/ directors of Group Companies. NIL

(I) List of proceedings initiated for economic offences or civil offences (including the past cases, if found guilty) by Promoters/ Promoter Companies/ directors of Promoter Companies. NIL

(J) List of proceedings initiated for economic offences or civil offences (including the past cases, if found guilty) by Group Companies/ directors of Group Companies. 75

NIL

(K) List of all disciplinary action taken by SEBI or recognised stock exchanges against the Promoters/ Promoter Companies/ directors of Promoter Companies. NIL

(L) List of all disciplinary action taken by SEBI or recognised stock exchanges against the Group Companies/ directors of Group Companies. NIL

(M) List of cases of pending litigations, defaults, etc. in respect of group companies with which the Promoters/ Promoter Companies/ directors of Promoter Companies, were associated in the past but are no longer associated, in case their name(s) continue to be associated with the particular litigation(s). NIL

(N) List of past and present litigations/ defaults/ over dues or labour problems/ closure etc., faced by the Group Companies. NIL

(O) All the litigations against the Promoters/ Promoter Companies/ directors of Promoter Companies involving violation of statutory regulations. NIL

(P) All the litigations against the Group Companies/ directors of Group Companies involving violation of statutory regulations. NIL

(Q) All the litigations against the Promoters/ Promoter Companies/ directors of Promoter Companies alleging criminal offence. NIL

(R) All the litigations against the Group Companies/ directors of Group Companies alleging criminal offence. NIL

(S) List of adverse findings, if any, in respect of the persons/entities connected with our Company/ Promoters/ Promoter Companies/ directors of Promoter Companies/ Group Companies/ directors of Group Companies as regards compliance with the securities laws. NIL

SECTION X - 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 No. Registration Approval Authority

Registrar of 1. Certificate of Incorporation issued under the Companies Act, 1956 Companies, 21.05.1990 West Bengal Registrar of The Company was converted from private to public limited 2. Companies, 28.02.1992 Company. West Bengal Registrar of 3. Change in object clause. Companies, 28.02.1995 West Bengal Certificate of Registration with Non-Banking Financial Reserve Bank 4. 01.03.1998 Companies. of India Registrar of Fresh Certificate of incorporation after change of name was 5. Companies, 14.12.1999 obtained. West Bengal High Court of Calcutta approved the scheme of Amalgamation High Court of 6. of Relax Vintrade Limited, Intime Dealers Limited with M/s. 13.05.2014 Calcutta Shivom Investment & Consultancy Limited.

II. Approvals for the Listing Our Board of Directors has approved the Direct Listing pursuant to resolution passed at their meeting held on 20th November, 2014.

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:

 Company’s PAN (Permanent Account Number) : AAACG9355K  Company’s TAN (Tax Deduction Account Number) : RCHS00519B  Scrip Code at The Calcutta Stock Exchange Limited (CSE) : 17099  Scrip Code at Ahemdabad Stock Exchange Limited (ASEL) : 19291  Scrip Code at Jaipur Stock Exchange Limited (JSEL): 936

SECTION XI - PURPOSE OF LISTING

The entire Equity Share Capital of the Company is currently listed at The Calcutta Stock Exchange Limited (CSE), Jaipur Stock Exchange Limited (JSEL) & Ahmedabad Stock Exchange Limited (ASEL). However, since no trading platform is available on any of the mentioned stock exchanges, the trading of the securities of the Company is not carried out in these stock exchanges. Since MCX Stock Exchange Limited (MCX-SX) is providing a host of services to capital market participants including risk management, clearing, settlement, market data services and education, nation-wide trading terminals and also has a global reach with customers around the world with a nation-wide presence, getting the Company listed at MCX Stock Exchange Limited (MCX-SX) will provide the members of the Company, investors and/or traders, the facility to trade in the shares of the company, better liquidity of funds, help in mobilizing savings for economic development as well as protect the investors interest by ensuring full disclosures. Further considering the followings benefits of listing, the Management has got motivated to get the securities of the Company listed on MCX Stock Exchange Limited (MCX-SX)*:-

a.) Fund Raising and exit route to investors:

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.

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 XII – OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following documents will be available for inspection at the Registered Office from 10.00 am to 4.00 pm on Working Days

1. Certificate of Incorporation of the Company

2. Certificate of Commencement of business

3. Memorandum and Articles of Association of the Company as amended from time to time

4. Copies of Annual Report of the Company for the last five years

5. Certificate of Registration with Non-Banking Financial Companies

6. Copy of Board Resolution for approval of Secondary Listing.

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.

DECLARATION

We hereby certify and declare that, all relevant provisions of the Companies Act, 2013 and Companies Act, 1956 (to the extent applicable) and the guidelines issued by the Government of India or the regulations / guidelines issued by Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in the Information Memorandum is contrary to the provisions of the Companies Act, 2013, applicable sections of Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or rules made there under or regulations / guidelines issued, as the case may be. We further certify that all the disclosures and statements made in the Information Memorandum are true and correct.

SIGNED BY THE DIRECTORS OF THE COMPANY

______Mr. Pradip Kumar Sultania (Managing Director) DIN : 00539550

SIGNED BY THE COMPANY SECREATRY / COMPLIANCE OFFICER

______Mr. Jayanta Gupta (Company Secretary)

Date: 16th December, 2014 Place: Kolkata