La memoria

The Issue has been authorised by a resolution of the Board of Directors passed at their meeting held on March 02, 2015 subject to the approval of shareholders of our Company through a special resolution to be passed pursuant to Section 62(1)(c) of the Companies Act, 2013.

The shareholders of our Company have authorised the Issue by a special resolution passed in the pursuant to section 62(1)(c) of the Companies Act, 2013 at the EGM of our Company held on April 02, 2015.

We have received approval from BSE vide their letter dated June 30, 2015 to use the name of BSE in the Prospectus for listing of our Equity Shares on SME Platform of BSE. BSE is the Designated Stock Exchange. Prohibition by SEBI

Our Company, Promoter, Promoter Group, Directors and Group Companies and natural person having control over the promoter have not been prohibited from accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI or any other authorities. Our Promoter, Directors was or also is a promoter, director or person in control of any other company which is debarred from accessing the capital market under any order or directions made by the SEBI.

None of the Directors in any manner with any entities which are engaged in securities market related business and are registered with the SEBI. There has been no action taken by SEBI against any our Directors or any entity are associated with as Director except following show cause notice received by SEBI:

Show cause Notice under Rule 4 of SEBI ( procedure for holding inquiry and imposing penalties by adjudicating officer ) rules,1995 read with Section 15-I of the Securities and Exchange Board of India Act,1992

The Company, as per SEBI Show Cause Notice, had Violated regulation 11(1) read with regulation 14(1) of the SEBI (Substantial Acquisition of Shares and takeover) Regulations,1997 four times while acquiring the shares of Bloom Dekor Limited and the matter was came to the notice of SEBI on filing the letter of offer by DR. Sunil Gupta and Mrs .Rupal Gupta. SEBI had issued Show cause Notice on October 09, 2013 for inquiry under Rule 4 of SEBI ( procedure for holding inquiry and imposing penalties by adjudicating officer )rules,1995 and imposition of penalty under section 15H (ii) of the SEBI Act,1992. Dr Sunil Gupta on behalf of the Company had submitted the reply on December 07,2013. SEBI had issued supplementary Show Cause Notice on July 16, 2014 and against the said supplementary notice the reply was filed on September 20,2014. Once again the SEBI had issued Show cause Notice on February 20, 2015 for inquiry under Rule 4 of SEBI ( procedure for holding inquiry and imposing penalties by adjudicating officer )rules,1995 and imposition of penalty under section 15H(ii) of the SEBI Act,1992. The final reply was filed by Dr Sunil Gupta on behalf of company on April 02, 2015. SEBI had passed the order on November 30, 2015 against the Company for violation of regulation 11(1) read with regulation 14(1) of the SEBI ( Substantial Acquisition of Shares and takeover) Regulations,1997 and impose penalty of Rs 20,00,000 to the Company jointly and severally with Dr. Sunil Gupta, Ms Rupal Gupta, Dr Sunil Gupta (HUF), Mr. Sharad Gupta, Mr. Mayur Parikh, Mr Ashok C Gandhi, M/s. Karan Holdings Pvt. Ltd. and M/s. Anik Holdings Pvt. Ltd.

Show cause Notice under Rule 4 of SEBI ( procedure for holding inquiry and imposing penalties by adjudicating officer ) rules,1995 read with Section 15-I of the Securities and Exchange Board of India Act,1992.

Sunil Gupta, as per SEBI Show Cause Notice, had Violated regulation 11(1) read with regulation 14(1) of the SEBI (Substantial Acquisition of Shares and takeover) Regulations,1997 four times while acquiring the shares of Bloom Dekor Limited and the matter was came to the notice of SEBI, on filing the letter of offer by DR. Sunil Gupta and Mrs. Rupal Gupta. SEBI had issued Show cause Notice on October 09, 2013 for inquiry under Rule 4 of SEBI (procedure for holding inquiry and imposing penalties by adjudicating officer ) rules,1995 and imposition of penalty under section 15H(ii) of the SEBI Act,1992. Dr Sunil Gupta had submitted the reply on December 07, 2013. SEBI had issued supplementary Show Cause Notice on July 16, 2014 and against the said supplementary notice the reply was filed on September 20, 2014. Once again the SEBI had issued Show cause Notice on February 20, 2015.for inquiry under Rule 4 of SEBI (procedure for holding inquiry and imposing penalties by adjudicating officer) rules,1995 and imposition of penalty under

117

section 15H(ii) of the SEBI Act,1992. The final reply was filed by Dr Sunil Gupta on April 02, 2015. SEBI had passed the order on November 30,2015 against the Dr. Sunil Gupta for violation of regulation 11(1) read with regulation 14(1) of the SEBI ( Substantial Acquisition of Shares and takeover) Regulations,1997 and impose penalty of Rs 20,00,000 to Dr. Sunil Gupta jointly and severally with Suncare traders Limited , Ms Rupal Gupta, Dr Sunil Gupta (HUF), Mr. Sharad Gupta, Mr. Mayur Parikh, Mr. Ashok C Gandhi, M/s. Karan Holdings Pvt. Ltd. and M/s. Anik Holdings Pvt. Ltd.

Prohibition by RBI or Governmental authority

Neither our Company, our Promoter, Group Companies, have been identified as willful defaulters by the RBI or any other government authorities. There are no violations of securities laws committed by any of them except mentioned above.

Eligibility for the Issue

Our company is an ―Unlisted Issuer‖ in terms of the SEBI (ICDR) Regulations; and this Issue is an ―Initial Public Offer‖ in terms of the SEBI (ICDR) Regulations.

Our company is eligible for the Issue in accordance with Regulation 106(M)(1) and other provisions of Chapter XB of the SEBI (ICDR) Regulations, as we are an issuer whose post issue paid up capital is less than Rs.10 Crores and we may hence issue shares to the public and propose to list the same on the Small and Medium Enterprise Exchange (in this case being the ―SME Platform of BSE‖). Our Company also complies with eligibility conditions laid by SME Platform of BSE for listing of Equity Shares.

We confirm that:

a. In accordance with Regulation 106(O) the SEBI (ICDR) Regulations, we have not filed any Draft Offer Document with SEBI nor has SEBI issued any observations on our Offer Document. Also, we shall ensure that our Lead Manager submits the copy of Draft Prospectus along with a Due Diligence Certificate including additional confirmations as required by SEBI at the time of filing the Draft Prospectus with Stock Exchange and the Registrar of Companies.

b. In accordance with Regulation 106(P) of the SEBI (ICDR) Regulations, this issue has been hundred percent underwritten and that the Lead Manager to the Issue has underwritten atleast 15% of the Total Issue Size. For further details pertaining to said underwriting please see ―General Information – Underwriting‖ on page 28 of this Prospectus.

c. In accordance with Regulation 106(R) of the SEBI (ICDR) Regulations, we shall ensure that the total number of proposed allottees in the Issue is greater than or equal to fifty, otherwise, the entire application money will be refunded forthwith. If such money is not repaid within eight days from the date our Company becomes liable to repay it, then our Company and every officer in default shall, on and from expiry of eight days, be liable to repay such application money with interest as prescribed under the SEBI Regulations, the Companies Act 2013 and applicable laws.

d. In accordance with Regulation 106(V) of the SEBI (ICDR) Regulations, we have entered into an agreement with the Lead Manager and Market Maker to ensure compulsory Market Making for a minimum period of three years from the date of listing of equity shares offered in this issue. For further details of the arrangement of market making please see ―General Information – Details of the Market Making Arrangements for this Issue‖ on page 28 of this Prospectus.

We further confirm that we shall be complying with all the other requirements as laid down for such an issue under Chapter XB of SEBI (ICDR) Regulations, as amended from time to time and subsequent circulars and guidelines issued by SEBI and the Stock Exchange.

As per Regulation 106(M)(3) of Chapter XB of SEBI (ICDR) Regulations, 2009, the provisions of Regulations 6(1), 6(2), 6(3), Regulation 7, Regulation 8, Regulation 9, Regulation 10, Regulation 25, Regulation 26, Regulation 27 and Sub-regulation (1) of Regulation 49 of SEBI (ICDR) Regulations, 2009 shall not apply to us in this Issue.

Our Company is also eligible for the Issue in accordance with eligibility norms for Listing on SME Exchange / Platform BSE circular dated April 19, 2012 and notice dated February 5, 2015, which states as follows:

118

1. Net Tangible assets of at least ` 3 crore as per the latest audited financial results :

Our Company has Net Tangible Assets of ` 3 crore as per the latest financial results. Our Net Tangible Assets for the period ended June 30, 2015 is disclosed as under

(Rs. in lakh)

Particulars June 30, 2015

Fixed Assets (Net) 9.92

Less: Intangible Assets -

Current Assets, Loans & Advances 782.38

Non Current Investments 970.05

Less: Current Liabilities & provisions 247.53

Long Term Borrowings 23.11

Share Application Money 12.02

Net Tangible Assets 1479.69

2. Net worth (excluding revaluation reserves) of at least ` 3 crore as per the latest audited financial results Our Company satisfies the above criteria. Our Net Worth as per the latest audited financial statements is as under:

(Rs. in lakh)

Particulars June 30, 2015

Net Worth 1479.26

3. Track record of distributable profits in terms of sec. 123 of Companies Act, 2013 for at least two years out of immediately preceding three financial years (each financial year has to be a period of at least 12 months). Extraordinary income will not be considered for the purpose of calculating distributable profits. Otherwise, the net worth shall be at least ` 5 crores.

(Rs. in lakh)

Particulars 31st -March -2015 31-March-2014 31-March -2013

Net Profit as per P&L Account

29.41 21.14 25.94

4. The Post-issue paid up capital of the Company shall be at least ` 3 Crores. The post-issue paid up capital of the company will be 5.61 Crores.

5. The company shall mandatorily facilitate trading in demat securities and enter into an agreement with both the depositories.

Our Company has enter into tripartite with CDSL and NSDL 6. Companies shall mandatorily have a website.

Our Company has a live and operational website: www.sctl.in 7. Certificate from the applicant company stating the following:

a. Our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR).

b. There is no winding up petition against the company, which has been admitted by the Court or a Liquidator has not been appointed.

c. There has been no change in the promoter/s of the Company in the preceding one year from the date of filing application to the BSE for listing on SME segment

119

We confirm that we comply with all the above requirements / conditions so as to be eligible to be listed on the SME Platform of the BSE.