Electra (Jaipur) Limited
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INFORMATION MEMORANDUM OF ELECTRA (JAIPUR) LIMITED (A Public Company originally incorporated as Electra (Jaipur) Private Limited on 20 th October, 1972 under Companies Act, 1956) REGISTERED OFFICE A-215, Westend Road, Meerut Cantt., Meerut, U.P. 250001 Tel. +91-11 24375230 Email: [email protected] , Website Email Id: www.electrajaipur.com Contact Person: Mr. Mahendra Meghwal, Director & Compliance Officer INFORMATION MEMORANDUM FOR THE LISTING OF 1,496,260 EQUITY SHARES OF RS. 10 Each General Risk Issuers Responsibility Investment in equity and equity related securities involve a The Company, having made all reasonable inquiries, degree of risk and investors should not invest in the equity accepts responsibility for and confirms that this Information of Electra (Jaipur) Limited unless they can afford to take the Memorandum contains all information with regard to the risk of losing their investment. Investors are advised to read Company, which is material, that the information contained the risk factors carefully before taking an investment in this Information Memorandum is true and correct in all decision in the shares of the Company. For taking an material respects, that the opinions and intentions investment decision, investors must rely on their own expressed herein are honestly held and that there are no examination of the Company including the risks involved. 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 entire issued Share Capital i.e. 1496260 Equity Shares having face value of Rs. 10/- each of the Company is listed on Delhi Stock Exchange Limited, Jaipur Stock Exchange Limited and U.P. Stock exchange Limited. Now the Company proposes to list the equity shares on the MCX-Stock Exchange Limited. REGISTRAR AND SHARE TRANSFER AGENT SKYLINE FINANCIAL SERVICES PRIVATE LIMITED D-153A, IST FLOOR, OKHLA INDUSTRIAL AREA PHASE I, NEW DELHI-110020 CONTACT PERSON- MR. VIRENDER RANA CONTACT NUMBER – 011 2681 2682/03 EMAIL- virenr@[email protected] TABLE OF CONTENTS TITLE Page No. I. General Definitions and Abbreviations 2 Certain Conventions – Use of Market Data 3 Forward –Looking Statements 3 II. Risk Factors 1. Internal Risk 4 2. External Risk 6 III. Introduction 1. Industry & Business Summary 7 2. Business Overview 7 3. General Information including details of Registered Office, Registrar and Share Transfer Agents, Auditors, Bankers, Company Secretary etc.) 7 4. Summary of Financial Information 10 5. Corporate Governance 13 6. Shareholding Pattern 16 7. List of Top Ten Shareholders 25 8. Capital Structure 25 IV. About the Company 1. History 27 2. Main Object 27 3. Management (Including Board of Directors and Promoters) 27 4. Material Contract 28 5. Subsidiaries 28 6. Group Companies 28 7. Collaboration 28 8. Outstanding Convertible Instrument 28 9. Financials Indebtness 29 10. Stock Market Data 29 11. Related Party Transactions 29 12. Others 29 V. Outstanding Litigation & Material Developments 30 VI. Regulations and Policies in India 31 VII . Declaration 34 1 I. GENERAL 1. Definition and Abbreviations Unless the context otherwise indicates, the following terms have the meanings given below. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto. In this Information Memorandum, unless the context otherwise indicates, all references to “Electra”, “the Company”, “our Company” are to Electra (Jaipur) Limited, a company incorporated in India under the Companies Act, 1956 (the “Companies Act”) with its Registered Office at A-215, Westend Road, Meerut-250001. Furthermore, all references to the terms “we”, “us” and “our” are to Electra (Jaipur) Limited. Company/ Industry related terms Term Description Act/Companies Act The Companies Act, 1956 and Companies Act, 2013 to the extent applicable including any statutory amendment or reenactment thereof. AGM Annual General meeting Articles/Articles of Association Articles of Association of the Company AS Accounting Standard as issued by the Institute of Chartered Accountant of India Auditor M/s. Samyak Jain & Co. Board/Board of Directors of the Company Board of Directors of our Company i.e. Electra (Jaipur) Limited Capital/ Share Capital/Equity Share Capital Equity Share Capital of the Company CDSL Central Depository Services (India) Limited DP Depository Participant Depository The Depositories Act, 1996 and amendment thereto. DSE Delhi Stock Exchange Limited Equity Share(s) or Share(s) Means the equity shares of the Company having a face value of Rs. 10/- unless specified otherwise in the context thereof. Equity Shareholder Means a holder of equity shares. FEMA Foreign Exchange Management Act, 1999 and amendment thereto Financial Year/Fiscal/FY Period of 12 month ended on March 31 of that particular year unless stated otherwise. JSE Jaipur Stock Exchange Limited MCX-SX MCX-SX Ltd./ MCX Stock Exchange Limited Memorandum/Memorandum of Association Memorandum of Association of the Company PMLA The Prevention of Money Laundering Act, 2002 Promoter(s) Mr. Ajay Kumar Jain Promoter Group Unless the context otherwise requires, refers to such person who constitute the promoter group of our Company. RBI Reserve Bank of India ROC Registrar of Company, Kanpur, Uttar Pradesh T.P. Transfer of Property Act, 1882 SEBI Securities and Exchange Board of India Stock Exchange Shall refer to the BSE Limited Where the Shares of the Company proposed to list. UPSE U. P. Stock Exchange Limited The words and expressions used but not defined herein shall have the same meaning as is assigned to such terms under the Companies Act, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 (the “Depositories Act”) and the rules and regulations made there under. Notwithstanding the foregoing, terms in “Main Provisions of Articles of Association of the Company”, shall have the meanings given to such terms in that section. 2 2. CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATION Financial Data In this Information Memorandum, unless the context otherwise requires or unless stated otherwise, the financial data is derived from our financial statements prepared in accordance with Generally Accepted Accounting Principle (Indian GAAP) and in accordance with the provisions of the Companies Act. Our financial Year commences on April 1 of the year and ends on March 31 of the following year, so all references to a particular fiscal year are to the 12 month period ended March 31 of that year. In this Information Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. All decimals have been rounded off to two decimal points. Industry and Market Data Industry and Market data used throughout this Information Memorandum has been obtained from publicly available documents from various sources believed to be reliable but it has not been independently verified by us or its accuracy and completeness is not guaranteed and its reliability cannot be assured. Although we believe the industry and market data used in this Information Memorandum is reliable, it has not been independently verified by us. The data used in these sources have been reclassified by us for purposes of presentation where ever required. Data from these sources may also not be comparable. The extent to which the industry and market data is presented in this Information Memorandum is meaningful depends upon the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which we conduct our business and methodologies and assumptions may vary widely among different market and industry sources. Currency and Units of Presentation All references to “Rupees” or “Rs.” are to Indian Rupees, the official currency of the Republic of India. Except where specified, in this Information Memorandum, all figures have been expressed in “lacs” which means “100 thousand”; and a “crore” means “100 lacs”. 3. FORWARD LOOKING STATEMENT We have included statements in this Information Memorandum which contain words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are “forward looking statements”. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements, actual results may differ materially from those suggested by the forward looking statements due to risks or uncertainties associated with our expectations with respect to, but not limited to: • General economic and business conditions in India and other countries; • Regulatory changes and our ability to respond to them; • Our ability to successfully implement our strategy, our growth and expansion plans; • Technological changes; • Our exposure to market risks, general economic and political conditions in India which have an impact on our business activities or investments; • The 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