Information Memorandum for Listing on MSEIL

Information Memorandum for listing on MSEIL

MIL INDUSTRIES LIMITED (hereinafter referred to as “MIL”/”Company”)

CIN NO. L25199TN1966PLC005397

FOR LISTING OF 31,50,000 EQUITY SHARES OF RS.10/- EACH FULLY PAID UP OF MIL INDUSTRIES LIMITED

INFORMATION MEMORANDUM

(for the purpose of listing of Equity Shares on Metropolitan Stock Exchange of India Limited)

Registered & Corporate Office: No. 25A, INDUSTRIAL ESTATE, AMBATTUR, CHENNAI - 600 098 . Phone No. : +91 44 26258382 E-mail ID: [email protected] Website: www.milindus.com

NO EQUITY SHARES ARE PROPOSED TO BE SOLD / OFFERED PURSUANT TO THIS INFORMATION MEMORANDUM

GENERAL RISK

Investment in equity and equity- related securities involve a degree of risk and investors should not invest in the equity shares of MIL Industries 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 MIL Industries Limited. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved.

Absolute Responsibility of MIL Industries Limited

MIL Industries Limited made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to MIL Industries Limited, which is material, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or their expression of any such opinions or intentions misleading in any material respect.

LISTING

The Equity Shares of MIL Industries Limited were listed in Madras Stock Exchange. Now the Company proposes to get its shares listed in Metropolitan Stock Exchange of India Limited.

Information Memorandum for listing on MSEIL

1. GENERAL INFORMATION :

Sl. No. Particulars Details

1 Name of the Company MIL Industries Limited

2 CIN No. L25199TN1966PLC005397

3 Date of incorporation 11/02/1966 as Limited company

4 Date of commencement of June 1969 business

The Company’s name has been changed from Madras 5 Change of Name Industrial Linings Limited to its present name vide Registrar of Companies, Madras, Letter no. 13/5397/Del(S.21)/90 dated 28.05.1990

6 ISIN No. INE651L01019

7 Registered Office 25A, Industrial Estate, Ambattur, Chennai – 600 098

Phone No. : +91 44 26258382 8 Telephone Numbers Fax No. : +91 44 26257583

Email : [email protected]

Same as Registered office 9 Corporate Office

www.milindus.com 10 Website address

11 Name of the Compliance V.P.K. Mani, Company Secretary Officer

12 Contact details of the Office : +91 44 26258382 Mobile: +91 9444226157 Compliance Officer Email : [email protected]

Integrated Registry Management Services Private Ltd. 2nd Floor, “KENCES TOWERS”, 1, Ramakrishna Street, T. Nagar, Chennai – 600 017 13 Registrar & Transfer Agent Phone No. : +91 44 28140801 - 803 Fax No. : +91 44 28142479 Email : [email protected]

Mr. Rajiv Sreedhar 14 Managing Director

Information Memorandum for listing on MSEIL

TABLE OF CONTENTS

S. No. Title Page No. I. Definitions and abbreviations 4 II. Risk factors 1. Certain Conventions - Use of Market Data 5

2. Forward Looking Statements 5 3. Associated Risks- Internal & External factors 6 III. About the Company 1. Industry Overview 7 2. Company Overview - Company Profile 8 3. Business Overview 8 4. General Information 8 5. Main Objects of the Company 10 6. Reorganization, Reconstruction and Amalgamation 10 7. Capital Structure of the Company 11 8. Share Capital History of Company 11 9. Shareholding Structure of the Company 12 10. Management of the Company 15 11. Promoters of the Company 18 12. Details of subsidiary and Group Companies 20 13. Summary of Financial Information 20 14. Statement Showing the Details of Dividends and Cash 24 bonuses paid during the last 10 years. 15. Details of commission, brokerage, discount or option for the 24 issue of any kind of security granted to any person IV. Additional Information 1. Outstanding litigations 24 2. Government and other statutory approvals 25 3. Material Contracts and Agreements 26 V. Declaration 27

Information Memorandum for listing on MSEIL

I. DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates, the following terms have the meaning given below. References to Statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto. Term Description

MIL Industries Limited having registered office “The Company” or “Company” or “MIL” at 25A, Industrial Estate, Ambattur, Chennai – 600 098.

Conventional/General Terms/abbreviations Term Description Act or Companies Act The Companies Act, 2013 and Companies Act, 1956 (to the extent applicable) and the amendments made thereto from time to time Article or AOA Articles of Association of MIL AGM Annual General Meeting Auditors The Statutory Auditors of MIL Board of Directors/Board The Board of Directors of MIL MSEIL Metropolitan Stock Exchange of India Limited CDSL Central Depository Services (India) Limited Depository A Depository registered with SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, (including amendments made there under) Depository Participant /DP A Depository Participant as defined under the Depositories Act,1996 DIN Director Identification Number Director(s) Director(s) of MIL, unless otherwise Specified ED Executive Director EPS Earnings Per Share i.e. profit after tax per Share Equity Shares Equity Shares of the Company of face value of Rs. 10/- each, unless otherwise specified in the context thereof FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999, together with rules and regulations there under Financial Year/Fiscal Year/FY 12 months period ending on March 31 of a particular year HUF Hindu Undivided Family IM Information Memorandum I.T. Act The Income Tax Act, 1961 MOA Memorandum of Association of MIL N.A. Not applicable NAV Net Asset Value NSDL National Securities Depository Limited p.a. Per annum PAN Permanent Account Number allotted under the Income Tax Act, 1961 4

Information Memorandum for listing on MSEIL

RBI Reserve Bank of India RoC Registrar of Companies, Tamil Nadu, Chennai Rs./Rupees Indian Rupees SCRA Securities Contracts (Regulation) Act, 1956 SCRR Securities Contracts (Regulation) Rules, 1957 SEBI Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992 SEBI Act Securities and Exchange Board of India Act, 1992 SEBI Insider Trading Regulations Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended SEBI (SAST) Regulations/SEBI Takeover Code Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011, as amended WTD Whole-time Director

II. RISK FACTORS

1. USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATION

Financial Data Unless indicated otherwise, the financial data in this Information Memorandum is derived from the financial statements prepared in accordance with the applicable legislatures. The financial year commences on April 1 and ends on March 31, so all references to a particular financial year are to the twelve-month period ended March 31 of that year. In this IM, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off.

2. FORWARD LOOKING STATEMENTS

This IM 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.

Important factors that could cause actual results to differ materially from the Company’s expectations include, among others:    Fluctuations in operating costs;   Ability to meet its capital expenditure requirements;  Advancement in technology;

Information Memorandum for listing on MSEIL

  Changes in laws and regulations applicable to the Industry;   Changes in Government Policies;   Changes in political and socio-economic conditions globally;   Any adverse outcome in the legal proceedings in which it might get involved in future;  Vagaries of weather.   3. ASSOCIATED RISKS

A. INTERNAL RISK FACTORS

1. Any natural calamities occurring at the company’s production sites would adversely affect its operations as like in the case of the recent floods that occurred in Tamil Nadu.

B. EXTERNAL RISK

1. Political, economic and social changes in India could adversely affect our business.

Our business, and the market price and liquidity of our Company’s shares, may be affected by changes in Government policies, including taxation, social, political, economic or other developments in or affecting India could also adversely affect our business. Since 1991, successive governments have pursued policies of economic liberalization and financial sector reforms including significantly relaxing restrictions on the private sector. In addition, any political instability in India may adversely affect the Indian economy and the Indian securities markets in general, which could also affect the trading price of our Equity Shares.

Export Market: The Company’s products are currently exported to Foreign Countries like United Kingdom, UAE, Kuwait, Saudi Arabia, South-Africa, Senegal. The political, economic or other developments in these countries will adversely affect our business.

2. Changing laws, rules and regulations including adverse application of tax laws and regulations-such as application of goods and service tax could adversely affect our business, results of operations and cash flows.

Our business and financial performance could be adversely affected by changes in law or interpretations of existing, or the promulgation of new laws, rules and regulations in India applicable to us and our business.

3. Natural calamities and force majeure events may have an adverse impact on our business.

Natural disasters may cause significant interruption to our operations, and damage to the environment that could have a material adverse impact on us. The extent and severity of these natural disasters determines their impact on the Indian economy. Prolonged spells of deficient or abnormal rainfall and other natural calamities could have an adverse impact on the Indian economy, which could adversely affect our business and results of operations.

Information Memorandum for listing on MSEIL

III. ABOUT THE COMPANY

1. COMPANY OVERVIEW:

MIL Industries Limited is incorporated as Madras Industrial Linings Limited on 11th February, 1966, subsequently the company’s name has been changed MIL Industries Limited with effect from 28th May 1990. The company is into the manufacture of anti-corrosion and anti-abrasion rubber linings and other rubber products, PTFE Lined Pipes and Fittings and mouldedcomponents and High Performance PTFE Hoses used in aerospace applications.

In the Year 1995, the Company set up an Aquaculture Farm near Tuticorin for Shrimp culture for export with technical assistance from ITC Ltd. After three successful harvests during the years 1996 to 2000, the farming operation was suspended from March 2000 due to virus problem encountered and eventually the Farm was sold as Slump Sale in March 2005.

2. BUSINESS OVERVIEW

The Company is in the manufacture and sale including export of the below mentioned products:

(a) Anti-corrosion and anti-abrasion rubber linings and other rubber products for industrial applications at its factory at 25A, Industrial Estate, Ambattur

(b) Carrying out in-situ rubberlining application at customer’s site

(c) PTFE (TEFLON) lined Pipes and fittings and moulded components at its factory at SIPCOT Industrial Complex, Gummidipoondi

(d) High Performance PTFE Hoses for aerospace applications

3. GENERAL INFORMATION a) Eligibility Criterion

The Company is submitting its IM containing information about itself, making disclosures in line with the disclosure requirement for Secondary Listing, as applicable to MSEIL for making the said IM available to public through their website viz. www.msei.in. b) Prohibition by SEBI

The Company, its directors, 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. c) Caution

The Company accepts no responsibility for statements made otherwise than in the IM 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.

d) Filing

The Information Memorandum being filed with MSEIL, is in due compliance. e) DEMAT Credit

The company has obtained ISIN with the depositories. f) Dematerialization of Shares

The company has obtained ISIN with the depositories.

g) Registrar & Share Transfer Agent

Integrated Registry Management Services Private Limited, Chennai

h) Auditors

M/s. S.N.S Associates., 25/12, Indira Nagar, 11th Cross Street, Adayar, Chennai, 600020. i) Bankers to the Company

UCO Bank, International Banking Branch, 328, Thambu Chetty Street, Chennai – 600 001 j) Compliance Officer

Mr. V.P.K. Mani, Company Secretary k) STATUTORY DISCLOSURES

No transactions of material nature have been entered into by the Company with any of the Promoters, Directors, their related companies, firms, subsidiaries or relatives etc. that may have a potential conflict with interest of the Company etc. All transactions were carried out on an arms-length basis and were not prejudicial to the interest of the Company.

There has been no non-compliance during the last three years by the Company on any matter under SEBI or any Statutory Authorities related to capital market. l) LISTING ON STOCK EXCHANGES

The securities of the company were listed on Madras Stock Exchange. At present, Madras Stock Exchange has been derecognised by SEBI and is not operational. m) STOCK MARKET DATA

Since the Company is not listed on any stock exchange as on date, the share price market data is not available.

n) SHARE TRANSFER SYSTEM

In compliance with SEBI Guidelines, the Registration of Share transfers in physical form as well as if any, have been assigned to Integrated Registry Management Services Private Limited. In order to ensure timely registration of transfer and return of certificates, the Company undertakes to monitors the same closely on regular basis. 8

o) MEANS OF COMMUNICATION

The quarterly and annual results along with the Segmental Report have been submitted to the Stock Exchange on regular basis prior to closure of Madras Stock Exchange. p) Address of the Registrar

Integrated Registry Management Services Private Limited, 2nd Floor, “KENCES TOWERS”, No.1, Ramakrishna Street, North Usman Road, T. Nagar, Chennai – 600 017.

q) Investor’s Correspondence for redressal

The shareholders desiring to communicate with the Company on any matter relating to their shares of the Company may either visit in person or write quoting their Folio Number at the following address:

MIL Industries Limited, 25A, Industrial Estate, Ambattur, Chennai – 600 098 r) MINISTRY OF CORPORATE AFFAIRS (MCA)

The Company has periodically filed all the necessary documents with the MCA.

Information Memorandum for listing on MSEIL

4. MAIN OBJECTS OF THE COMPANY

The main objects of the Company are as under:

1. To manufacture all types of compounds from natural and synthetic rubber, silicone rubber, elastomers and other things, to manufacture sheets and solutions as required from these compounds and other materials and ingredients and to carry out rubber lining, coating, spraying, painting and varnishing of all types of equipments for all industries, including pumps, fans, blowers, filters, centricleaners, ducts, rollers, electrolytic mercury cells, tanks and vessels, pipes and fittings, valves and such other things.

2. To carry out any other type of lining work for all types of equipments for all industries and to manufacture the required compounds and materials for this purpose.

3. To manufacture all types of industrial rubber parts, including gaskets, joint rings, diaphragms, various profiles and other parts.

4. To fabricate or manufacture all items connected with or ancillary to or which may conveniently be combined with the above activities.

5. To carry on, cultivate, maintain, develop aquaculture including hatcheries, farms for growing and canning prawns, shrimps and other marine living beings and feed mills and freezing plants, cold storages and processing units, to carry on the business such as Aquaculture, Prawn farming and Hatchery Consultants, Advisers and Purveyors of information and knowhow and its applications in the activities mentioned therein.

6. To carry on the business of buying, selling, importing, exporting, trading, preparing for markets and deal in all kinds of agricultural, aqua cultural products.

The main objects of the Company permit the Company to undertake the present business.

6. REORGANIZATION, RECONSTRUCTION AND AMALGAMATION

No reorganization, reconstruction or amalgamation has been done by the company.

7. CAPITAL STRUCTURE OF THE COMPANY

Particulars Amount in Rs. (A) Authorised Share Capital

49,00,000 Equity Shares of Rs.10/- each 4,90,00,000 1,00,000 10% Redeemable Cumulative Preference Shares of Rs.10/- each 10,00,000 2,50,000 10% Convertible, Redeemable & Cumulative Preference Shares of Rs.10/- each 25,00,000 5,25,00,000 (B) Issued Share Capital

31,50,000 Equity Shares of Rs. 10/- each 3,15,00,000 (C) Subscribed and Paid-up Equity Capital

31,50,000 Equity shares of Rs. 10/- each 3,15,00,000

8. SHARE CAPITAL HISTORY OF THE COMPANY

Date of issue / No. of Face Issue Consideration Nature of Cumulative Capital allotment shares Value Price allotment (No. of Shares) allotted (Rs.) (Rs.)

Rs.100* Rs.100* Promoters & 1966-68 200000 20,00,000 000001 – 200000 Public Issue

Rs.100* Rs.100* Sept 1988 500000 50,00,000 Rights Issue 200001 - 700000

Section 81 Rs.100* Rs.100* March 1989 50000 5,00,000 (1A) 700001 - 750000

Section 81 Rs.100* Rs.100* April 1992 150000 15,00,000 (1A) 751001 - 900000

Dec 1994 22,50,000 Rs. 10 Rs.10 2,25,00,000 Public issue 900001 - 3150000

* These shares have been sub-divided into Shares of Rs.10/- each in May 1994 and re- numbered as 001 to 900000.

9. SHAREHOLDING STRUCTURE OF THE COMPANY a. Distribution Schedule as on September 30, 2017

No. of Shares No. of % of Value of % of

Range Shareholders Shareholders Shares Held Shareholding 1 to 5,000 560 94.28 3992450 12.67

5,001 to 10,000 10 1.68 747000 2.37

10,001 to 20,000 3 0.51 424500 1.35

20,001 to 30,000 5 0.84 1161100 3.69

30,001 to 40,000 2 0.34 660000 2.10

40,001 to 50,000 5 0.84 2360500 7.49

50,001 to 100000 1 0.17 992950 3.15

100,001 & Above 8 1.35 21161500 67.18 Total 594 100.00 31500000 100.00

Information Memorandum for listing on MSEIL

Shareholding pattern of the Company as on September 30, 2017 is as under:

Promoters & Promoter Group

Category and Name of Nos. of No. of fully Partly No. of Total nos. Shareholding the Shareholders sharehol paid up paid-up shares shares held % of total no (I) ders equity equity underlying (VI) = of shares (II) shares held shares Depository (III)+(IV)+ (V) (calculated (III) held Receipts As per SCRR, 1957) as a % of (A+B) (VII) (1) Indian Individual/Hindu Undivided Family a 12 785060 - - 785060 24.92 Central Government/ b State Governments

Financial Institutions / c Banks

d Any other (Specify) Body Corporates 3 1195000 - - 1195000 37.94 Sub Total A(1) 15 1980060 - - 1980060 62.86 (2) Foreign Individual (Non resident Individuals / Foreign individuals) a ------b Government ------c Institutions ------Foreign Portfolio d Investor ------e Any other (Specify) ------Sub Total A(2) 15 1980060 - - 1980060 62.86 Total shareholding of Promoter and Promoter Group (A)= (A)(1) +(A)(2) 15 1980060 - - 1980060 62.86

Information Memorandum for listing on MSEIL

Public shareholders Category and Name Nos. of No. of fully Partly No. of Total nos. Shareholdi of the Shareholders sharehold paid up paid-up shares shares held ng % of (I) ers equity equity underlying (VI) = total no. of (II) shares shares Depository (III)+(IV)+ (V) shares held held Receipts (calculated (III) (IV) (V) as per SCRR, 1957) As a % of (A+B) (VII)

(1) Institutions a Mutual Funds/UTI ------b Venture capital Funds ------Alternate Investment Funds c ------Foreign Venture d Capital Investors ------

Foreign Portfolio e Investors ------

Financial Institutions / f Banks - - g Insurance Companies 1 43750 - - 43750 1.39 Provident Funds / h Pension Funds ------

Any other (Specify) - i Foreign Banks ------

Sub Total B(1) 1 43750 - - 43750 1.39 Central Government / State Government / President of India (2) ------Sub Total B(2) ------(3) Non-Institutions a Individuals Individual Shareholders holding Nominal Share Capital upto Rs.2 Lakhs i 564 473195 - - 473195 15.02 Individual Shareholders holding Nominal Share Capital 5 308095 308095 9.78 in excess of Rs.2 Lakhs ii - - NBFCs Registered with b RBI 1 35000 - - 35000 1.11

Information Memorandum for listing on MSEIL

c Employee Trusts ------Overseas Depositories (holding DRs) (balancing figure) d ------Any other (DOMESTIC BODY CORPORATE) 8 e 8 309900 - - 309900 9.84 5 7 Sub Total B(3) 578 8 1126190 - - 1126190 35.75 Total Public Shareholding (B) = 51 586 1169940 1169940 37.14 (B)(1)+(B)(2) +(B)(3) 71 9 Grand Total (A)+ (B) 594 3150000 - - 3150000 100.00

List of Top 10 shareholders as on September 30, 2017 Sl. Name of Shareholder No. of Shares Percentage of Total No. Paid up Capital Krebs Engineering Private 1. Limited 9,55,000 30.32

2. Saroja Raman 3,15,295 10.01 3. MahendraGirdharilal 1,90,085 6.03 Tamilnadu Industrial 4. Investment Corpn. 1,68,000 5.33 5. RamilaSreedhar 1,35,095 4.29 Chemical Consultants & 6. Engineers P Ltd. 1,30,000 4.13 Milgerlan Engineering 7. &Constn. P Ltd. 1,10,000 3.49 8. Raghu Raman 1,12,675 3.24

Ramesh Raman 9. 99295 3.15 21st Century Management 10. Services 50,000 1.59

10. MANAGEMENT OF THE COMPANY Name, address Father’s/ Age, & DIN Designation Spouse’s Name Nationality, Other Directorship Occupation

Mr. Rajiv 65 Years MIL Trading Private Limited Sreedhar Indian 24, Casuarina Managing Company Drive Director G. Sreedharan Executive Neelankarai, Chennai - 600115

DIN 00181532

Information Memorandum for listing on MSEIL

Mr. S.S.R. Director S. Sankaranarayana 80 Years The Central Scientific Supplies Rajkumar, Iyer Indian Co. Ltd. ‘LAAVANYA’ Business Madras Clipboard Ltd. 3, Second Main eGifts India Ltd. Road, Ramakrishna Nagar, Chennai– 600 028 DIN 00317801

Mr. Nomah H. Director 71 Years Fermier Engineers Pvt. Ltd. Millwala Indian Talking Point (P) Ltd. 142, Main Road Hatim Bhai Business Karpagam Avenue, Chennai - 600028 DIN 00471544

Mrs. Saroja 79 Years MIL Trading Private Limited Raman Director R.K. Raman Indian KKR Investments Pvt. Limited “Rose Vine” House Wife 3rd Floor 25/6, Gilchrist Avenue Chetput, Chennai - 600031

DIN 00481687 Dr. T. Director V. Thiruvenkata- 79 Years Venkatesan, samy Indian 72/2, Medical NIL Harrington Road Practitioner Chetput Chennai - 600031

DIN 01793232

Brief Profile of Board of Directors and Key Managerial Personnel

Directors

Mr. Rajiv Sreedhar – Managing Director

Rajiv Sreedhar, S/o. G. Sreedharan is a B. Tech (Chemical Engineering) from IIT Madras and M.Sc. (Advance Chemical Engineering) from Manchester University. He has overall 40 years working experience in India and Abroad in Industries in Managerial Level.

Mr. S.S.R. Rajkumar - Director

Mr. S.S.R. Rajkumar, S/o. S. Sankaranarayana Iyer is a Director of the company from the year 1967. He is having the qualifications of M.A., M.Com., M.B.A., L.L.B. He holds Directorship in the following companies:

1. The Central Scientific Supplies Pvt. Ltd. 2. E-Gits Private Limited 3. Madras Clip Board

Mr. Noman H. Millwala - Director

Mr. Noman H. Millwala, S/o. Hatim Bhai is a Director of the Company from the year 1989. He is having the qualification of B.A.B.L., P.G. Dip. in Tax. He holds Directorship in the following companies:

1. Fermier Engineers Pvt. Ltd. 2. Talking Point (P) Ltd.

Mrs. Saroja Raman – Director and Chairperson

She is a House Wife.

Dr. T. Venkatesan - Director

Dr. T. Venkatesan, S/o.Thiruvenkatasamy is having the qualification of M.B.B.S., F.C.C.P. He is a Registered Medical Practitioner.

Terms and conditions of the employment of the Managing Director:

At the EGM held on 30th June 2014, Mr. Rajiv Sreedhar has been re-appointed as the Managing Director of the Company for a period of 5 years, subsequently Remuneration has been revised vide EGM held on 31st August, 2017 on the following terms and conditions:

A.REMUNERATION:

1) Salary: - Rs. 5,00,000/-(Rupees Five lakhs only)

B. PERQUISTIES

1) Benefits of contribution to Employee Provident Fund. 2) Leave eligibility and earned leave encashment shall be as per the rules of the company. 3) Telephone at residence shall be provided for official use, Personal long distance calls on telephone shall be borne by the incumbents. 4) Other eligibilities like official tour reimbursements etc shall be as per the rules of the company. 5) The incumbents shall not be paid any sitting fees for attending general meetings and meetings of the board of committee thereof. 6) Company maintained car shall be used for official use. 7) The board may revise the existing terms or allow any other facilities/perquisites from time to time. 16

Information Memorandum for listing on MSEIL

Shareholding of the Directors in the Company

Name of the Director No. of Equity Shares held Percentage (%) Rajiv Sreedhar 4,650 0.15 S.S.R. Rajkumar 20,800 0.66 Noman H. Millwala 3,750 0.12 Saroja Raman 3,15,295 10.01 Dr. T. Venkatesan 500 0.01

Changes in the Board of Directors of the Company during the last three years The changes in the Board of Directors of the Company in the three years preceding the date of this Information Memorandum, are as follows: Name Date of Date of Cessation Reason Joining/Appointment/ Re-appointment Mr. Rajiv Sreedhar 30th June 2014 Nil Nil Mr. S.S.R. Rajkumar 23rd September 2016 Nil Nil Mr. Noman H. Millwala 23rd September 2016 Nil Nil Mrs. Saroja Raman 25th September 2017 Nil Nil Dr. T. Venkatesan 25th September 2017 Nil Nil

11. Promoters of the Company

Background of Promoters and Group Companies of MIL Industries Limited:

Promoters

The company has been promoted by late Mr.R.K. Raman who was the Managing Director and later Executive Chairman from the year 1968 to 29th November 2013 on which date he passed away. (late Mr.R.K.Raman’s PAN No. is AALPR8962P) Mr.R.K.Raman’s family is holding more than 60% of the paid up capital of the Company.

The Company is now managed by Mr. Rajiv Sreedhar who has been the Managing Director of the Company from 1st September 1999 and represents promoter’s family. Mr. Rajiv Sreedhar is the son-in-law of late Mr. R.K. Raman.

Details of Mr. Rajiv Sreedhar:

Mr. Rajiv Sreedhar is now 64 years old. He has done his B.Tech (Chemical Engineering) from I.I.T.Madras and M.Sc. (Adv.Chem.Engineering) from Manchester University. He has overall 40 years working experience in India and abroad in industries in managerial level.

Information Memorandum for listing on MSEIL

Group Companies

The brief profile of Group Companies is provided hereunder:

1. Krebs Engineering Private Limited

The Company is engaged in erection of Chemical plants including Rubber Lining of various sizes of tanks, vessels and equipments. The particulars of Directors are given below.

Names DIN of Directors Mr. Ramesh Raman 00181620 Mrs. R. Gomathy 00343408 Mr. Raghu Raman 00181743 Mrs.Indrani S. Iyer 01557685

2. Milgerlan Engineering &Construction Private Limited

The Company was engaged in application of rubber lining. However the company has not done any business since April 2007. The particulars of Directors are given below.

Names DIN of Directors

Mr. Ramesh Raman 00181620 Mr. Raghu Raman 00181743

3. Milgerlan Applicators Private Limited

The Company was engaged in application of rubber lining. However the company has not done any business since April 2007. The particulars of Directors are given below.

Names DIN of Directors Mr. Ramesh Raman 00181620 Mrs. R. Gomathy 00343408 Mr. Raghu Raman 00181743

4. Chemical Consultants and Engineers Private Limited

The Company was engaged in Design and Engineering of Chemical plants of medium and small scale levels. Since September 2006, the Company has not done any business. The particulars of Directors are given below.

Names DIN of Directors Mr. Ramesh Raman 00181620 Mrs. R. Gomathy 00343408

5. MIL Trading Private Limited

The Company is engaged in Epoxy Resin Powder coating of Cast Iron Fittings and also exporting industrial valves used in water supply lines. The particulars of Directors are given below.

Names DIN of Directors Mr. Rajiv Sreedhar 00181532 Mrs. Saroja Raman 00481687

Information Memorandum for listing on MSEIL

12. SUMMARY OF FINANCIAL INFORMATION Statement of Assets & Liabilities Account for the financial years 2016-17, 2015-16, 2014-15, 2013-14, 2012-13 & 2011-12 (Amount in Rs.) As on As on As on As on As on PARTICULARS 31.03.2017 31.03.2016 31.03.2015 31.03.2014 31.03.2013 EQUITY AND LIABILITIES

1.Shareholder’s Funds

(a)Share Capital 3,15,00,000 3,15,00,000 3,15,00,000 3,15,00,000 3,15,00,000 (b)Reserves & Surplus 19,03,59,606 27,68,72,604 25,35,23,784 22,06,59,209 17,71,96,706

2.Non-Current Liabilities (a)Deferred Tax Liabilities (Net) 7,82,678 8,90,323 22,24,092 28,85,004 42,45,576 (b)Long term Borrowings 56,42,513 1,28,61,011 1,97,71,829 2,03,77,073 2,17,49,429

3.Current Liabilities (a)Short term borrowings 39,49,233 72,52,263 2,13,55,754 3,08,67,986 3,60,70,035

(b) Trade Payables 4,74,03,669 3,14,88,514 4,09,33,265 2,44,86,772 2,21,75,113 (c)Other Current Liabilities 2,67,49,189 2,58,08,426 3,37,62,881 3,72,78,440 4,28,62,548 (d) Short Term Provisions 17,95,015 14,75,549 48,67,454 20,17,304 12,30,618 Total Equity &Liabilities 30,81,81,903 38,81,48,690 40,79,39,059 37,00,71,788 33,70,30,025

ASSETS

1.Non-Current Assets (i) Fixed Assets -Tangible Assets 5,55,72,748 16,85,48,004 17,23,94,026 16,25,46,842 16,03,91,017 (b)Non-Current 78,000 78,000 78,000 78,000 78,000 investments (c)Long Term Loans and Advances 24,78,257 19,58,112 17,72,828 17,39,604 17,39,604 2.Current Assets (a)Inventories 6,07,70,274 5,23,42,536 6,15,06,465 5,26,61,007 5,30,10,494 8,12,51,531 (c)Trade Receivables 5,88,58,773 7,35,16,727 4,46,78,557 4,99,40,928 (d)Cash and cash equivalents 9,72,92,845 9,97,20,520 8,98,67,283 10,07,06,808 4,84,31,391 (e)Short term loans and advances 1,07,38,248 66,42,745 88,03,730 76,60,970 2,34,38,591

(d)Other current assets - - - - -

Total Assets 30,81,81,903 38,81,48,690 40,79,39,059 37,00,71,788 33,70,30,025 19

Statement of Profit & Loss Account for the Financial Years 2016-17, 2015-16, 2014-15, 2013-14,2012-13 & 2011-12 (Amount in Rs.) As on As on As on As on As on PARTICULARS 31.03.2017 31.03.2016 31.03.2015 31.03.2014 31.03.2013

Income

Revenue from operations 29,45,77,166 30,72,35,375 30,27,08,819 35,66,80,313 24,10,88,155 Other Income 4,70,53,596 1,27,05,703 1,00,49,600 1,36,51,425 45,35,714 Total 34,16,30,762 31,99,41,078 31,27,58,419 37,03,31,738 24,56,23,869 EXPENSES Cost of Materials Consumed 10,68,14,444 9,91,73,227 10,63,64,437 10,19,17,460 10,24,70,185 Purchase of Stock in trade 43,69,504 32,76,829 39,75,363 15,32,012 22,66,852 Changes in inventories of finished goods, work-in- Progress (87,92,561) 35,93,857 (4,08,875) 5,14,381 (85,10,569) Employee Benefit Expenses 4,09,17,284 3,64,36,519 3,34,37,815 2,84,85,804 2,74,93,727 Finance costs 42,55,706 36,97,807 66,55,522 64,13,922 60,72,193 Depreciation and Amortization Expenses 89,09,267 92,40,335 80,71,874 55,18,120 47,11,165

Other Expenses 12,18,23,374 11,20,98,744 10,41,36,494 16,34,22,336 8,70,37,261

Total Expenses 27,82,97,018 26,75,17,318 26,22,32,630 30,78,04,035 22,15,40,814 Profit before exceptional and extraordinary items & tax 6,33,33,744 5,24,23,760 5,05,25,789 6,25,27,703 2,40,83,055 Exceptional and extraordinory items 2,06,35,115 1,75,43,913 - - -

Tax expense: (a) Current Tax 1,53,00,000 1,25,50,000 1,83,00,000 2,04,00,000 79,00,000 (b) Deferred Tax (1,07,645) (13,33,769) (6,60,912) (13,60,572) 10,04,280

(C) Tax for earlier years - 2,93,876 - - - Net Profit/(Loss) for the Period 2,75,06,274 2,33,69,740 3,28,86,701 4,34,88,275 1,51,78,775 Earning per equity

share: (1)Basic & Diluted 8.73 7.42 10.44 13.81 4.82

Cash Flow Statement for the financial year ended 2016-17,2015-16, 2014-15, 2013-14, 2012-13 As on As on As on As on As on PARTICULARS 31.03.2017 31.03.2016 31.03.2015 31.03.2014 31.03.2013 A) CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before taxation 4,26,98,629 3,48,79,847 5,05,25,789 6,25,27,703 2,40,83,055 Adjustments for: Depreciation 89,09,267 92,40,335 80,71,874 55,18,120 47,11,165 Interest 25,82,867 16,99,764 32,45,118 40,77,637 43,86,760 (Profit)/Loss on sale of assets (1,88,803) (2,97,207) (4,77,071) (2,20,625) 7,921 Dividend and Interest income (72,11,452) (70,03,054) (70,29,655) (61,70,440) (32,08,796) (Gain)/Loss on Foreign currency translation - - 47,148 -93,005 - Operating Profit before Working Capital Changes 4,67,90,508 3,85,19,685 5,43,83,203 6,56,39,390 2,99,80,105 Adjustments for : (Increase) / Decrease in Inventories (84,27,738) 91,63,929 (88,45,458) 3,49,487 (43,68,730) (Increase) / Decrease in Sundry Debtors (2,23,92,758) 1,46,57,954 (2,88,85,318) 53,90,751 95,60,065 (Increase)/Decrease in Other current assets, Loans and Advances (46,45,785) 27,26,575 22,83,942 1,45,96,853 (77,22,638) (Increase) / Decrease in Deposits offered as security and Unclaimed Dividend (11,24,027) (13,60,496) (84,49,683) 85,70,658 (1,90,03,848) Increase / (Decrease) in Current Liabilities 1,65,62,885 (1,79,43,686) 1,31,38,634 (33,03,239) 1,56,22,198 Cash Generated From Operations 2,67,63,085 4,57,63,961 2,36,25,321 9,12,43,900 2,40,67,152 Taxes paid (Net) including TDS (1,52,69,863) (1,70,54,675) (1,91,17,477) (1,84,01,756) (68,13,253) Net Cash flow from Operating Activities (A) 1,14,93,222 2,87,09,286 45,07,844 7,28,42,144 1,72,53,899 B) CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets (1,03,35,910) (55,64,321) (1,87,84,388) (87,91,211) (69,46,465) Sale of Fixed Assets 5,71,429 4,46,295 13,20,274 13,12,119 3,157 Dividend and Interest income 72,11,452 70,03,054 70,29,655 61,70,440 32,08,796 Net Cash Used in Investing Activities (B) (25,53,029) 18,85,028 (1,04,34,459) (13,08,652) (37,34,512)

C) CASH FLOW FROM FINANCING ACTIVITIES Loans obtained/repaid (1,05,21,528) (2,10,14,307) (1,01,17,475) 64,38,945 64,25,633 Interest paid (19,70,367) (10,87,264) (32,45,118) 40,77,637 (43,86,760) Net Cash flow from Financing Activities (C) (1,24,91,895) (2,21,01,571) (1,33,62,593) 1,05,16,582 20,38,873 D) (Gain)/Loss on Foreign currency translation (D) - - - (1,70,835) -

Net Increase/(Decrease) in Cash or Cash Equivalents (35,51,703) 84,92,743 (1,92,89,209) 6,08,46,075 1,55,58,260 (A+B+C+D) Opening Balance Cash and Cash 7,13,24,006 6,28,31,265 8,21,20,473 2,12,74,398 57,16,138 Equivalents Closing Balance Cash and Cash 6,77,72,303 7,13,24,008 6,28,31,265 8,21,20,473 2,12,74,398 Equivalents

14) STATEMENT SHOWING THE DETAILS OF DIVIDENDS AND CASH BONUSES PAID DURING THE LAST 10 YEARS DURING THE LAST 10 YEARS Percentage Year (%) Amount per share Total Amount (Rs.) 2016-17 Nil Nil Nil 2015-16 Nil Nil Nil 2014-15 Nil Nil Nil 2013-14 Nil Nil Nil 2012-13 Nil Nil Nil 2011-12 Nil Nil Nil 2010-11 Nil Nil Nil 2009-10 Nil Nil Nil 2008-09 Nil Nil Nil 2007-08 10 1 31,50,000 2006-07 Nil Nil Nil 2005-06 Nil Nil Nil

15. DETAILS OF COMMISSION, BROKERAGE, DISCOUNT OR OPTION FOR THE ISSUE OF ANY KIND OF SECURITY GRANTED TOO ANY PERSON

NIL

Information Memorandum for listing on MSEIL

IV. ADDITIONAL INFORMATION

1. OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

Except as described below, there are no outstanding litigations, suits, civil or criminal prosecutions or proceedings against the Company, our Directors, our Promoters and Entities Promoted by our Promoters before any judicial, quasi-judicial, arbitral or administrative tribunals or any disputes, tax liabilities, non-payment of statutory dues, over dues to banks/ financial institutions, defaults against banks/ financial institutions, defaults in dues towards instrument holders like debenture holders, fixed deposits, defaults in creation of full security as per terms of issue/ other liabilities, proceedings initiated for economic/civil/ any other offences (including past cases where penalties may or may not have been imposed and irrespective of whether they are specified under paragraph (i) of Part 1 of Schedule XIII of the Companies Act) against our Company, our Directors, our Promoters and the Entities Promoted by our Promoters, except the following:

Further, except as stated herein, there are no past cases in which penalties have been imposed on our Company, the Promoters, directors, Promoter Group companies and there is no outstanding litigation against any other company whose outcome could have a material adverse effect on the position of our Company. Neither our Company nor its Promoters, members of the Promoter Group, Subsidiaries, associates and Directors have been declared as willful defaulters by the RBI or any other Governmental authority and, except as disclosed in this section in relation to litigation, there are no violations of securities laws committed by them in the past or pending against them.

Unless stated to the contrary, the information provided below is as of the date of this Information Memorandum.

This chapter has been divided in to following Parts

1. Outstanding litigations involving Our Company. 2. Outstanding litigations involving Our Promoters. 4. 3.Outstanding litigations involving Our Directors. 4.Outstanding litigations involving Our Group Companies. 5.Penalties imposed in past cases for the last five years. 6.Material Developments. 7.Amount owned to small scale undertakings.

1. Outstanding litigations involving our Company

(a) Litigations by Company – Nil (b) Litigation against Company - Nil

2. Outstanding litigations involving Our Promoters.

(a) Litigations by Promoters - Nil (b) Litigation against Promoters - Nil

3. Outstanding litigations involving Our Directors.

Litigations by Directors – Nil Litigation against Directors - Nil

Information Memorandum for listing on MSEIL

4. Outstanding litigations involving our Company

(a) Litigations by Company – Nil (b) Litigation against Company - Nil

5. Outstanding litigations involving Our Promoters.

(a) Litigations by Promoters - Nil (b) Litigation against Promoters - Nil

6. Outstanding litigations involving our Directors

(a) Litigations by Directors - Nil (b) Litigation against Directors - Nil

7. Outstanding litigations involving our Group Companies.

(a) Litigation by Group Companies – Nil (b) Litigation against Group Companies - Nil

8. Penalties imposed in past cases for the last five years - Nil

9. Material Developments Except as stated above, there are no material developments after the date of the last audited balance sheet, which may materially affect the performance, or prospects of the Company.

10.Other defaults (specify if any) There is no other default involving the issuer company or its subsidiary, its director, promoters, promoter group entities.

11. Amount Outstanding to SSI Undertaking or other creditors (specify if any) As per Audit Report for the FY2016-17, there are no SSI Undertakings or other creditors to whom the Company owes an amount exceeding Rs. 1 Lakh which is outstanding for more than 30 days from the due date.

12. GOVERNMENT AND OTHER STATUTORY APPROVALS

We have received the necessary consents, licenses, permissions and approvals from the Government and various governmental agencies required for our present business and except as mentioned below, and no further approvals are required for carrying on our present business. Unless otherwise stated, these approvals are all valid as on the date of this Information Memorandum.

Information Memorandum for listing on MSEIL

II. INCORPORATION DETAILS

1. Certificate of incorporation dated 11/02/1966 2. Fresh Certificate of Incorporation dated 28/05/1990 issued by the Registrar of Companies, Tamil Nadu, Chennai, consequent upon change of name of our Company from Madras Industrial Linings Limited to MIL Industries Limited.

III. APPROVALS/ LICENSES IN RELATION TO THE BUSINESS OF OUR COMPANY

We require various approvals and/ or licenses under various rules and regulations to conduct our business. Some of the material approvals required by us to undertake our business activities are set out below:

A. Under Direct and Indirect Tax Laws

Special Nature of License / Particulars of License / Validity SI.No Authority Conditio Approvals Approvals Period ns if any 1 Industrial Licence Industries Industrial License No: L Perpetual - Department, Govt. of / 30(4) / 39 / 69. L Ind India II dt 24.04.1967 2 Registration in Income Tax PAN : AAACM4380Q Perpetual - Income Tax Department Govt. of Department India 3 Allotment of Tax Income Tax TAN : CHEM01347D Perpetual - Deduction Account Department Govt. of Number (TAN) India 4 Registration Under Central Sales Tax CST : 23890 Perpetual - Central Sales Tax, Act, 1956 5 Tamil Nadu Value CTO, Pattaravakkam TIN : 33071360963 Perpetual - Added Tax Act 6 GST ACT Goods and Service GST: Perpetual - Tax & Central Excise 33AAACM4380Q1Z5 B. Under Industrial And Labour Law Special Nature of License / Particulars of License / Validity SI.No Authority Conditio Approvals Approvals Period ns if any Regional Provident TNAMB0006993000 Perpetual 1 Registration under Fund Commissioner

Employee's - Provident Fund and

Miscellaneous

Provisions Act, 1952 2 Indian Factories Act, Inspector of Factories 1) Rubber Lining Perpetual 1948 Factory, Ambattur : TVR 83 - 2) PTFE Factory, Gummidipoondi : TVR 3072

3.Material Contracts and Agreements

There are no subsisting material contracts or agreements for technical advice and collaboration.

DECLARATION

All relevant provisions of the Companies Act and the guidelines issued by the Government of India or the regulations issued by Securities and Exchange Board of India, applicable, as the case may be, have been complied with and no statement made in this Information Memorandum is contrary to the provisions of the Companies Act, the Securities and Exchange Board of India Act, 1992 or the rules made or guidelines or regulations issued there under, as the case may be, and that all approvals and permissions required to carry on the business of the Company have been obtained, are currently valid and have been complied with. We further certify that all the statements in this Information Memorandum are true and correct.

For MIL Industries Limited

RAJIV SREEDHAR MANAGING DIRECTOR

Date: 09/11/2017 Place: Chennai