Procedimiento

Our Company was incorporated on February 15, 2011 under the Companies Act, 1956 upon conversion of partnership firm M/s Ambika Forgings into the company under the provision of part IX of the company’s act 1956. We received Certificate of Incorporation dated February 15, 2011 from the Registrar of Companies, Punjab, Himachal Pradesh and Chandigarh and the Certificate of Commencement of Business is dated March 3, 2011. The Corporate Identification Number of our Company is U27300PB2011PLC034689.We started our Business as a Partnership firm vide partnership deed executed on May 27, 1975 in the name and style of Ambika Forgings by setting up a Hand Tools manufacturing unit at Jalandhar for manufacturing & export of Hand Toolsand allied products. The said deed was modified on April 29, 1977 vide which the share of partners was changed with effect from April 1, 1977. The firm was reconstituted on April 01, 1991, 1st _{January 1999 , 13}th May, 1999 and again on April 1, 2001 . As on April 01, 2001 Mr. Gian Parkash Bhandari, Mr Saurabh Bhandari & Mrs. Neelam Bhandari were the partners of the firm. The firm was further reconstituted on April 01, 2010 with the induction of Ms. Milli Bhandari, Ms. Richa Kochhar, Mr. Puneet Kochhar & Mr. R.S.Goel as new partners. The partners vide unanimous resolution dated 14 December 2010 and as well as vide modified partnership Deed dated 14 December, 2010 expressed their desire to get this firm registered as a joint stock company within the meaning of section 566 of the Companies Act, 1956 as a public company limited by shares under the provisions of part IX of the Companies Act, 1956.

The Registered Office of our Company is situated at 11th _{Mile Stone, VPO-Mand, Kapurthala Road, Jalandhar –} 144001, Punjab. There are no changes in the registered office of our Company since incorporation.

Our Company is not operating under any injunction or restraining order and is not a sick company. Our Company has 7 shareholders as on the date of filing of the Draft Red Herring Prospectus with SEBI. Key Events and Mile Stones

Year Key Events / Milestone / Achievements

1975 Set up of Partnership Firm ‘Ambika Forging’ and subsequent set up of Hand tools manufacturing plant at Jalandhar for export of hand tools.

1999 Reconstitution of the partnership firm

Setting up of manufacturing facility for Hand Tools at Jalandhar

2002 All India Trophy for highest exporters in the category of exporters to new / difficult markets during 1999-2000 by EEPCINDIA

2007 Awarded shield for Export Excellence ( Northern Region) for Star performer as Small enterprise in the product group of Hand Tools during the year 2004-05 by EEPCINDIA

2008 Award for excellence in productivity, Quality, Innovation & Management by “Institute of Economic Studies” at New Delhi

2010 Commencement of manufacturing operations at factory at Sansarpur, District Kangra, HP

Awarded shield for Export Excellence ( Northern Region) for star performer as small enterprise in Product group of Hand tools during the year 2007-08 by EEPCINDIA

2011 Awarded shield for export Excellence ( Northern Region) for Star Performer as Medium Enterprise in Product Group of Domestic Metal Products during the year 2008-09 by EEPCINDIA

2011 The conversion of erstwhile firm M/s Ambika Forgings into our company Our Main Objects

The main objects of our Company as set forth in the Memorandum of Association of the Company are as follows: 1. To carry on the business of Manufacturers, Traders, Importers & Exporters of Hand Tools, Machine Tools &

Machinery Parts, Steel, Pig Iron, Castings, Forging, Fabrication Jobs, engineering goods etc.

2. To establish and maintain factories for the manufacture of Agricultural Tools and Implements, Cycle Parts and Auto Mobile Parts of all kinds, Forgings, Castings, Fabrication of goods as per sample.

3. To carry on in India or elsewhere the business of iron founders, mechanical engineers, manufacturers of machinery of all kinds, brass founders, metal workers, boiler makers mill iron and steel converters, smiths,

wood-workers, builders metallurgists, and to buy, sell, manufacture, repair, convert, alter, let on hire and deal in machinery, implements, rolling stock and hardware’s of all kinds.

4. To carry on the business of manufacturers, importers & Exporters of and dealers in forging press, bolts & nuts, rivets, washers, wire nails, screws, hook bolts, tower bolts, & die press work of all kinds, rods, bars, wires, sheets and all kinds of ferrous and non-ferrous rolling work, tea garden and colliery requisites of all kinds.

The objects of the Memorandum of Association of our Company enable us to undertake activities for which the funds are being raised through this Issue. The existing activities of our Company are in accordance with the Object Clause of our Memorandum of Association.

Changes in the Memorandum of Association since incorporation:

Date of Alteration Nature of Alteration

June 01, 2011 Increase in Authorised Capital from ` 1000 Lakhs to ` 1500 Lakhs

August 27, 2012 Change in the Object clause III of the Memorandum of Association to enable Company to utilize surplus funds by investment in securities

Acquisitions & Mergers

There has been no acquisition of business or merger in our Company since incorporation. Our Subsidiaries

We have no subsidiary of our Company as on date of filing of the Draft Red Herring Prospectus. Injunction or Restraint Order

Our Company is not operating under any injunction or restraint order.

There has been no change in the activity of our Company since incorporation

For details relating to the business and operations of the Company, please refer section “Our Business” on page 63 of the Draft Red Herring Prospectus.

Shareholders Agreement

We have not entered into any shareholders agreement as on the date of filing of Draft Red Herring Prospectus. Non Compete Agreement

We have not entered into any Non-compete Agreement. Other Agreements

Except as disclosed in the Draft Red Herring Prospectus, there is no material agreement, apart from those entered into in the ordinary course of business carried on or intended to be carried on by us and entered in to more than two years before the date of filing of the Draft Red Herring Prospectus.

Joint Venture

As on the date of filing of the Draft Red Herring Prospectus, we have not entered into any joint venture agreement.

Strategic Partners

As on the date of filing of the Draft Red Herring Prospectus, we do not have any Strategic Partners. Financial Partners

OUR MANAGEMENT

Our Company functions under the control of Board of Directors. The day to day affairs of our Company are looked after by qualified key personnel under the supervision of Mr. Gian Parkash Bhandari, Executive Chairman and Mr. Saurabh Bhandari, Managing Director. Presently we have 6 Directors on our Board including three independent directors. The constitution of our Board is as under:

Sr.

No. Name, Designation, Father’s Name, Address, occupation Nationality Age (in Years) appointment Date of Other Directorships / partnership in other entities 1. Mr. Gian Parkash Bhandari

Executive Chairman

S/o. Late Shri Mool Raj Bhandari 670, Mall Road, Model Town, Jalandhar - 144 001, Punjab Occupation: Business Term: 5 years DIN: 01609437 Indian 59 15/02/2011 Appointed Managing Director w.e.f 01/03/2011 Reappointed on 01/02/2012 as Executive Chairman

 Indian Tools Technology Centre  G B Medicare Private Limited  M/s Ambika Builders  M/s JVG Enterprises

2. Mr. Saurabh Bhandari Managing Director

S/o. Mr.. Gian Parkash Bhandari 670, Mall Road, Model Town, Jalandhar - 144 001, Punjab Term: 5 years Occupation: Business DIN: 01608942 Indian 31 15/02/2011 Appointed Managing Director on 01/02/2012

 G B Medicare Private Limited  M/s JVG Enterprises

3. Mrs. Neelam Bhandari Non Executive Director

W/o. Mr. Gian Parkash Bhandari 670, Mall Road, Model Town, Jalandhar - 144 001, Punjab Term: Retire by rotation Occupation: Business DIN: 01371584

Indian 56 28/10/2011

as director  SNB Engineering Private Limited

4. Mr. Harsh Wardhan Bhatnagar Independent Director,

S/o. Mr. Sukh Lal Bhatnagar, A-152A, Sushant Lok – I, Gurgaon, Haryana – 122002 Term: Retire by rotation Occupation: Consultant DIN: 01317848

Indian 67 18/08/2011 as Independent

Director

 BHR Technopower Engineers and Consultants Private Limited

 Deneb And Pollux Tours And Travels Private Limited

 Deneb And Pollux Hotels Private Limited

 Deneb And Pollux Aviation Private Limited

5. Mr. Manmohan Singh Kapur Independent Director

S/o. Mr. Balwant Singh Kapur Klasse / 1/401, Eldeo Utopia Sector 93A, Expressway, Noida, Uttar Pradesh – 201304

Term: Retire by Rotation Occupation: Consultant DIN: 00703815

Indian 66 18/08/2011 as Independent

Director

 International Space And Infrastructure Deliveries Private Limited

 Corporate Ispat Alloys Limited  Broadcast Initiatives Limited  The Lake Shore Palace Hotel

Private Limited

 CHD Developers Limited  Shakti Bhog Foods Limited

 United Breweries (Holdings) Limited