The Promoters of our Company are: Individual Promoter:
1. Mr. Dinesh Agarwal Corporate Promoter:
1. Parmeshwar Barter Private Limited 2. Parmeshwar Mercantile Private Limited
Brief profile of our Promoters is as under:
Our Individual Promoter
Mr. Dinesh Agarwal
Identification Particulars Details
Permanent Account Number AFAPA0611A
Passport Number K6666379
Voter Card Number FZM1847797
Bank Name, Address and Account Number Standard Chartered Bank, 142, Mahatma Gandhi Road, Kolkata – 700 007, A/c. No. 322-0-550819-0 Residential Address 35/1C, Hari Ghosh Street, 1st Floor, Kolkata – 700 006,
West Bengal, India
Mr. Dinesh Agarwal aged 34 years, is the Managing Director of our Company. He is a Commerce Graduate from Calcutta University and has a corporate experience of over 12 years. He began his career in the year 2001 as a financial manager and then turned entrepreneur. His expertise include mobilizing funds from domestic financial institutions & banks, handling revenue matters such as excise, customs, income tax, sales tax and other related legal matters. He is actively involved in the day-to-day operations of the Company, which include looking after clients and handling projects related to land filling & development, property construction, road construction etc. For further details relating to Mr. Dinesh Agarwal, including terms of appointment as Managing Director and other directorships, please refer to the chapter titled ‘Our Management’ on page 81 of this Prospectus.
Declaration
Our Company hereby confirms that the personal details of our Individual Promoter viz., Permanent Account Number, Passport Number, Voter Card Number and Bank Account Number will be submitted to BSE, at the time of filing this Prospectus with them.
Our Corporate Promoters
Parmeshwar Barter Private Limited (PBPL)
Identification Particulars Details
Permanent Account Number AAECP0586D
Bank Name, Address and Account Number HDFC Bank, Stephen House Branch, Kolkata, A/c No. 00088100002240
Corporate Information
PBPL was incorporated on November 3, 2006 as a private limited company under the Companies Act, 1956 and registered with the Registrar of Companies, West Bengal, Kolkata. The CIN of PBPL is U52599WB2006PTC111675. The registered office of PBPL is situated at 8A, Kala Chand Patitundy Lane, Cossipore, Kolkata – 700 002.
Nature of Activities
PBPL was set up as a trading company, to carry on the business as buyers, sellers, suppliers, stockist of goods and to work as commission agents, brokers, dealing agents etc.
Capital Structure and Shareholding Pattern
The authorized share capital of PBPL is Rs. 10.00 Lakhs divided into 1,00,000 equity shares of Rs. 10 each and paid- up share capital of PBPL is Rs. 2.67 Lakhs divided into 26,690 equity shares of Rs. 10 each.
The shareholding pattern of PBPL is as follows:
Sr. No. Name of Shareholders Number of shares % holding
1 Dinesh Agarwal 20,000 74.93
2 Anubhav Stock Broking Private Limited 6,690 25.07
Total 26,690 100.00
Board of Directors
Present Directors of the company are Mr. Dinesh Agarwal and Mr. Prasenjit Basak. Mr. Dinesh Agarwal became the director of the company from June 22, 2012 and Mr. Prasenjit Basak became the director of the company from November 01, 2013.
Promoter of PBPL
The promoter of PBPL is Mr. Dinesh Agarwal.
Details of change in control or management of PBPL
Originally PBPL was promoted by Mr. Dinesh Agarwal, Mr. Santosh Kumar Singh and Mr. Satish Singh. Mr. Dinesh Agarwal became the sole promoter by acquiring additional 5,000 and 10,000 equity shares by way of transfer on May 17, 2012 and May 27, 2013 respectively from Mr. Santosh Kumar Singh and Mr. Satish Singh.
Financial Information
Set forth below are the audited financials of PMPL for Fiscal, 2014, 2013 and 2012.
(Rs. In Lakhs except per share data)
Particulars As at and for the
period ended June 30, 2014
As at and for the period ended March 31
2014 2013 2012
Authorised Capital 10.00 10.00 10.00 2.00
Paid-up Equity Capital 2.67 2.67 2.67 2.00
Reserves and Surplus 1,321.32 1,318.68 1,318.88 249.64
Misc. Expenditure to the extent not written off 0.00 0.00 0.00 0.00
Total Income 0.00 0.00 0.00 3.98
Profit / (Loss) after tax (0.03) (0.20) (0.49) 0.005
Earnings per share (Rs.) (Negligible) (0.76) (1.84) 0.02
Net Asset Value Per Share (Rs.) 4,950.62 4,950.72 4,951.48 1,258.20
Face Value (Rs.) 10.00 10.00 10.00 10.00
The equity shares of PBPL are not listed on any Stock Exchange. No action has been taken against the company by any Stock Exchange or SEBI.
PBPL is not sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and is not under the Board for Industrial and Financial Reconstruction (BIFR). Further PBPL is not under winding up, neither does it have a negative net - worth.
There are no defaults in meeting any statutory/ bank/ institutional dues. No proceedings have been initiated for economic offences against PBPL.
Parmeshwar Mercantile Private Limited (PMPL)
Identification Particulars Details
Permanent Account Number AAECP0587C
CIN U51109WB2006PTC111721
Bank Name, Address and Account Number HDFC Bank, Stephen House Branch, Kolkata, A/c No. 00088100002422
Corporate Information
PMPL was incorporated on November 8, 2006 as a private limited company under the Companies Act, 1956 and registered with the Registrar of Companies, West Bengal, Kolkata. The CIN of PMPL is U51109WB2006PTC111721. The registered office of PMPL is situated at 8A, Kala Chand Patitundy Lane, Cossipore, Kolkata – 700 002.
Nature of Activities
PMPL was set up as a trading company, to carry on the business as buyers, sellers, suppliers, stockist of goods and to work as commission agents, brokers, dealing agents etc.
Capital Structure and Shareholding Pattern
The authorized share capital of PMPL is Rs. 10.00 Lakhs divided into 1,00,000 equity shares of Rs. 10 each and paid- up share capital of PMPL is Rs. 2.62 Lakhs divided into 26,245 equity shares of Rs. 10 each.
The shareholding pattern of PMPL is as follows:
Sr. No. Name of Shareholders Number of shares % holding
1 Dinesh Agarwal 20,000 76.20
2 Anubhav Stock Broking Private Limited 6,245 23.80
Total 26,245 100.00
Board of Directors
Present Directors of the company are Mr. Dinesh Agarwal and Mr. Prasenjit Basak. Mr. Dinesh Agarwal became the director of the company from June 22, 2012 and Mr. Prasenjit Basak became the director of the company from November 1, 2013.
Promoter of PMPL
The promoter of PMPL is Mr. Dinesh Agarwal
Details of change in control or management of PMPL
Originally PMPL was promoted by Mr. Dinesh Agarwal, Mr. Santosh Kumar Singh and Mr. Satish Singh. Mr. Dinesh Agarwal became the sole promoter by acquiring additional 5,000 and 10,000 equity shares by way of transfer on May 17, 2012 and May 27, 2013 from Mr. Santosh Kumar Singh and Mr. Satish Singh respectively.
Financial Information
(Rs. In Lakhs except per share data) Particulars For the period ended June 30, 2014
For the period ended March 31
2014 2013 2012
Authorised Capital 10.00 10.00 10.00 2.00
Equity Capital 2.62 2.62 2.62 2.00
Reserves and Surplus 1,230.56 1,236.24 1,247.70 249.62
Misc. Expenditure to the extent not written off 0.00 0.00 0.00 0.00
Total Income 0.00 0.00 0.00 3.37
Profit / (Loss) after tax (5.68) (11.45) (0.50) 0.002
Earnings per share (Rs.) (21.64) (43.64) (1.92) 0.01
Net Asset Value Per Share (Rs.) 4,698.75 4,720.39 4,764.03 1,258.11
Face Value (Rs.) 10.00 10.00 10.00 10.00
Other Disclosures
The equity shares of PMPL are not listed on any Stock Exchange. No action has been taken against the company by any Stock Exchange or SEBI.
PMPL is not sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and is not under the Board for Industrial and Financial Reconstruction (BIFR). Further PMPL is not under winding up, neither does it have a negative net - worth.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against PMPL.
We hereby confirm that the Permanent Account Number, Bank Account Number, Company Registration Number and the addresses of the Registrar of Companies of our Promoter Companies will be submitted to BSE at the time of filing this Prospectus.
Our Promoters and the members of our Promoter Group have not been debarred from accessing the capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority. None of our Promoters 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.
Further, neither our Promoters, nor our Group Companies have been declared as a willful defaulter by the RBI or any other government authority and there are no violations of securities laws committed by our Promoters in the past and no proceedings for violation of securities laws are pending against him.
Interest of Promoters
Interest in promotion of our Company
Our Promoters are interested in the promotion of our Company in their capacity as a shareholder of our Company and influencing significant control over the management and policy decisions of our Company.
Interest in the property of our Company
Our Promoters do not have any interest in any property acquired by or proposed to be acquired by our Company two years prior to filing of this Prospectus.
Interest as member of our Company
Our Promoters jointly hold 2,13,92,888 Equity Shares aggregating to 99.90% of pre-Offer Equity Share Capital in our Company and are therefore interested to the extent of their respective shareholding and the dividend declared, if any, by our Company. Except to the extent of their respective shareholding in our Company and benefits provided to Mr. Dinesh Agarwal, as the Managing Director of our Company, and as given in the chapter titled ‘Our Management’ beginning on page 81 of this Prospectus, our Promoters hold no other interest in our Company.
Interest as a creditor of our Company
As on the date of this Prospectus our Company has not availed any secured loan from the Promoters of our Company.
Interest as Director of our Company
Except as stated in ‘Annexure XV: Statement of Related Parties’ Transactions’ beginning on page 113 of this Prospectus, our Promoters/ Directors, may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of our Board or Committees thereof as well as to the extent of remuneration and/or reimbursement of expenses payable to them for services rendered to us in accordance with the provisions of the Companies Act and in terms of our AoA.
Interest in transactions involving acquisition of land
Our Promoters are not currently interested in any transaction with our Company involving acquisition of land, construction of building or supply of any machinery.
Other Ventures of our Promoters
Except as disclosed in the chapter titled 'Promoters and Group Companies’ beginning on page 92 of this Prospectus, there are no other ventures of our Promoters in which they have business interests/other interests.
Payment or benefit to Promoters
Save and except to the extent of benefits provided to Mr. Dinesh Agarwal and as given in the chapter titled ‘Our Management’ beginning on page 81 of this Prospectus and as disclosed under ‘Annexure XXI: Statement of Related Parties’ Transactions’ on page 113 of the chapter titled ‘Financial Information’ beginning on page 100 of this Prospectus, there has been no payment or benefit to Promoters of our Company.
Related Party Transactions
For details of related party transactions entered into by our Company, please refer to ‘Annexure XXI: Statement of Related Parties’ Transactions’ on page 113 of the chapter titled ‘Financial Information’ beginning on page 100 of this Prospectus.
Our Promoter Group
Our Promoter Group as defined as per SEBI (ICDR) Regulations is as under:
i. Natural Persons who form part of our Promoter Group:
The following natural persons being the immediate relatives of our Promoter, Mr. Dinesh Agarwal, in terms of the SEBI (ICDR) Regulations form part of our Promoter Group:
Relationship Name of Individual
Father Mr. Naresh Kumar Agarwal
Mother Mrs. Santosh Devi Agarwal
Spouse Mrs. Pallavi Agarwal
Daughter Ms. Avantika Agarwal
Sister Mrs. Nitu Kanodia
Sister’s Husband Mr. Pankaj Kanodia
Mother’s Mother Mrs. Geeta Devi Kandoi
ii. Entities forming part of the Promoter Group
a. Companies: Anubhav Stock Broking Private Limited
b. Hindu Undivided Family: Karta of Dinesh Agarwal & HUF, 35/1C, Hari Ghosh Street, Kolkata – 700 006, PAN: AAHHD2064A
c. Partnership Firms: NIL d. Proprietary Concerns: NIL
Relationship of Promoters with our Directors
Our Promoter, Mr. Dinesh Agarwal is also the Managing Director of our Company. Other than aforesaid there is no relationship of Promoters with our Directors.
Group Companies
As on the date of this Prospectus, there are no companies that are promoted by our Promoters except for PBPL, PMPL and Dinesh Agarwal HUF as defined under SEBI ICDR Regulations.
(a) DINESH AGARWAL – HUF
Identification Particulars Details
Name of the Karta Dinesh Agarwal
Permanent Account Number AAHHD2064A
Address 35/1C Hari Ghosh Street, Kolkata - 700 006
Financial Information
(Rs. in Lacs)
Particulars June 30, 2014 FY 2014 FY 2013 FY 2012
Capital 15.77 11.77 8.79 6.04
Income from Business 0.81 2.98 2.75 1.58
Net Profit 0.81 2.98 2.75 1.58
Cash & Bank Balance 1.40 0.52 0.54 1.14
Companies / Firms from which the Promoters have disassociated themselves in last 3 (three) years
Our Promoters have not disassociated themselves from any company in which they were promoters, in last three years.
Negative Net Worth
None of our Promoter Group Companies have negative net worth as on the date of this Prospectus.
Related Party Transactions and sales and purchases between our Company and Group Entities
For details of related party transactions entered into by our Company, please refer to ‘Annexure XXI: Statement of Related Parties’ Transactions’ on page 113 of the chapter titled ‘Financial Information’ beginning on page 100 of this Prospectus.
Common Pursuits
The Promoters/ any member of Promoter Group do not have interest in any venture that is involved in any activities similar to those conducted by our Company.
Other Confirmations
Business interest of Promoter Companies in our Company
Except as disclosed under ‘Annexure XXI: Statement of Related Parties’ Transactions’ on page 113 of the chapter titled ‘Financial Information’ beginning on page 100 of this Prospectus and under the paragraph titled 'Other Agreements' under the chapter titled 'History and Corporate Structure’ beginning on page 77 of this Prospectus, none of our Group Entities have business interests in our Company.
Interest in sales and purchases
Except as disclosed under ‘Annexure XXI: Statement of Related Parties’ Transactions’ on page 113 of the chapter titled ‘Financial Information’ beginning on page 100 of this Prospectus, there have been no sales and
purchases between us and our Promoter Group Companies, when such sales or purchases exceed in value in the aggregate 10% of the total sales or purchases of our Company.
Interest in promotion of Our Company
Except PBPL and PMPL are no Group Companies interested in the promotion of our Company in their capacity as a shareholder of our Company and influencing significant control over the management and policy decisions of our Company.
Interest in the property of Our Company
There are no Promoter Group Companies which have any interest in any property acquired by or proposed to be acquired by our Company two years prior to filing of this Prospectus.
Further, there are no Promoter Group Companies that have been detained as willful defaulters by the RBI or any other governmental authority and there are no violations of securities laws committed by them in the past or currently pending against them. There are no Promoter Group Companies that have been (i) prohibited from accessing the capital market under any order or direction passed by SEBI or any other authority or (ii) refused listing of any of the securities issued by such entity by any stock exchange, in India or abroad.
Litigation
For details relating to legal proceedings involving the Promoters and our Promoter Group and Group Companies, please refer to the chapter titled 'Outstanding Litigations' beginning on page 124 of this Prospectus.
Payment or Benefit to our Group Companies
Except as stated in the ‘Annexure XXI: Statement of Related Parties’ Transactions’ on page 113 of the chapter titled ‘Financial Information’ beginning on page 100 of this Prospectus, there has been no payment of benefits to our Promoter Group Companies during the two years prior to the filing of this Prospectus.