OUR PROMOTER AND PROMOTER GROUP
Our Company has been promoted by Mr. Hitesh Asrani, whose details are mentioned as under:
Mr. Hitesh Asrani, aged 41 years, is the Promoter of our Company. A
commerce graduate from the University of Mumbai, Hitesh has done his MBA (Marketing) from Newport University, California. Hitesh is a first generation entrepreneur who has interests in various industries across the HR services sector, pharmaceuticals and real estate.
Hitesh has always believed that the changing economic environment would lead to the risk matrix becoming increasingly complex across the world, and India would be no exception. His vision for CRP was built on the premise that going ahead, regulatory mandates and shareholder awareness would follow the same route as they have in the West. Socio- economic, technological and political factors would also impact Risk Management strategies. India Inc would feel a strong need for experience and expertise, and CRP was pioneered with the objective to fill this gap. One of the pioneers in the field of Operational Risk Management in India, Hitesh is driven by a vision to create awareness and inculcate a culture in India Inc towards higher controls in the vulnerable areas of people, Process and Technology risk.
For over the decade, Hitesh has been instrumental in driving the vision of making CRP a respected risk management enterprise. In the initial phase, he was instrumental in laying the foundations of the corporate ideology, the fundamentals of the delivery machinery and product development in the evolving markets. Hitesh now spearheads the strategic planning, business growth and the leadership development programs pursued by our Company. He also guides our Company on crucial matters pertaining to leadership, talent retention and other internal business decisions. Permanent Account No: AARPA2893C
Driving License Number: MH02/90/15356 Passport Number: G8358403
We confirm that the permanent account number, bank account details and passport number of our promoter has been submitted to BSE and NSE, at the time of filing this Draft Red Herring Prospectus with them.
Further our Promoter has not been identified as wilful defaulter by RBI or any other Government authority and there are no violations of Securities Law committed by our Promoter in past or pending against him. Our Promoter is not prohibited from accessing the capital markets and no order or direction has been passed by SEBI or any other regulatory/statutory authority.
Promoter Group i. Individuals
The relatives of the promoters that form a part of the Promoter Group as provided under Regulation 2 (zb) of the SEBI ICDR Regulations includes the following individuals:
Promoter’s Mr. Hitesh Asrani
Spouse Nisha Asrani
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Mother Geeta Asrani
Brother --
Sister Ms. Ritu Wadhwa
Dr. Kajal Rohira
Daughter --
Son Devesh Asrani
Spouse’s Father Late Thakurdas Kursija
Spouse’s Mother Nirmala Kursija
Spouse’s Brother Rajesh Kursija
Anil Kursija Naresh Kursija Harish Kursija
Spouse’s Sister Amrita Motwani
Sapna Kukreja
ii. Body Corporates/ Group Entities
The body corporates that form a part of the Promoter Group as provided under Regulation 2 (zb) of the SEBI ICDR Regulations includes the following entities:
1. Axis Resources Private Limited
2. Mediline Pharmaceuticals (India) Private Limited 3. Apple Lifecare (India) Private Limited
4. Apple Lifecare Private Limited 5. CRP Associates Private Limited 6. Rudra Properties Private Limited 7. Ginger Farms (Sole Proprietorship) 8. Ginger Hills (Partnership)
For a brief profile of the body corporates forming a part of our Promoter Group please refer below to paragraph titled “Group Companies” beginning on page 118 of this Draft Red Herring Prospectus.
Common Pursuits
Our Promoter Group company, Axis Resources Private Limited and CRP Associates Private Limited have some of the objects similar to that of our Company’s business. However, as on the date of filing this Draft Red Herring Prospectus, the aforesaid entities are not carrying on any business competing with that of our Company.
Interest of Promoters
Our Promoter, namely Mr. Hitesh Asrani, who is also the Director of our Company may be deemed to be interested to the extent of fees, if any payable to them for attending meeting of the Board or a committee thereof as well as to the extent of remuneration and reimbursement of expenses payable to him as per the terms of our Articles and relevant provisions of Companies Act. Our Promoter Director may also be deemed to be interested to the extent of Equity Shares held by their relatives in our Company, or that may be subscribed for and allotted to them, out of the present Issue in terms of this Draft Red Herring Prospectus and also to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares.
Except as stated otherwise in this Draft Red Herring Prospectus, we have not entered into any contract, agreements or arrangements during the preceding two years from the date of this Draft Red Herring Prospectus in which the Promoters are directly or indirectly interested and no payments have been made to them in respect of the contracts, agreements or arrangements which are proposed to be made with them including the properties purchased by the Company other than in the normal course of business.
Further, our Promoters are also directors on the boards of certain Promoter Group entities and they may be deemed to be interested to the extent of the payments made by our Company, if any, to / from
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these Promoter Group entities. For the payments that are made by our Company to certain Promoter Group entities, please refer to the Annexure 18 titled “Statement of Related Party Transactions” beginning on page 141 of this Draft Red Herring Prospectus.
Payment or Benefit to the Promoter
Other than the salary and remuneration of the Promoters and Directors, referred to in the paragraph titled “Directors Remuneration for the year ended March 31, 2011”, under the chapter titled “Our
Management” beginning on page 104 of this Draft Red Herring Prospectus, there are no payments or
benefits made to Promoters of our Company.
Related Party Transactions
For the details of the Related Party Transactions please refer to the Annexure XV to the report of our Auditors included in section titled “Financial Information” beginning on page 127 of this Draft Red Herring Prospectus.
Group Companies
Our Company has the following Group Companies: 1. Axis Resources Private Limited
2. Mediline Pharmaceuticals (India) Private Limited 3. Apple Lifecare (India) Private Limited
4. Apple Lifecare Private Limited 5. CRP Associates Private Limited 6. Rudra Properties Private Limited 7. Ginger Farms (Sole Proprietorship) 8. Ginger Hills (Partnership)
1. Axis Resources Private Limited
Axis Resources Private Limited was incorporated on August 14, 2001, as a private limited company having its registered office at 39, Nand Ghanshyam Estate, Off Mahakali Caves Road, Andheri (East), Mumbai – 400 093, Maharashtra, India. Axis Resources Private Limited is in the business of providing training and related services to corporates in India.
The company has an authorized equity share capital of `1,00,000 /- (Rupees One Lac only) divided into 10,000 (Ten Thousand) equity shares of `10/- each.
The composition of the Board of Directors of the company is as under:
Sr. No. Name Designation
1. Hitesh Asrani Director
2. Ashutosh Navalkar Director
Equity Shareholding pattern as on date:
Sr. No. Name of Share Holder No. of Shares Held Percentage of Share Holding 1. Nisha Asrani 4,500 45.00% 2. Sangeeta Navalkar 4,500 45.00% 3. Hitesh Asrani 500 5.00% 4. Ashutosh Navalkar 500 5.00% Total 10,000 100.00%
Financial performance (Audited)
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For the year ended March 31
Particulars 2010 2009 2008
Sales & Other Income 97.68 67.45 28.20
Profit/(Loss) after tax 5.58 3.49 2.26
Equity capital
(par value ` 10 per share) 1.00 1.00 1.00
Add :Reserves and Surplus 25.99 21.97 18.47
Less :Profit & Loss (Dr. balance) - - -
Less: Misc exp not w/off - - -
Net Worth 26.99 22.97 19.47
Earnings per share (`) 55.83 34.94 22.57
Net Asset Value per equity share (`) 269.87 229.68 194.74
Other disclosures:
The equity shares of Axis Resources Private Limited are not listed on any of the Stock Exchanges and they have not made any public/rights issue in last five years. Further, no action has been taken against these companies by any Stock Exchange or SEBI.
Axis Resources Private Limited is not a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and is not under the Board for Industrial and Financial Reconstruction. Further, it is not under winding up.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against Axis Resources Private Limited.
2. Mediline Pharmaceuticals (India) Private Limited
Mediline Pharmaceuticals (India) Private Limited was incorporated on October 27, 2003, as a private limited company having its registered office at 52, Nand Ghanshyam Estate, Off Mahakali Caves Road, Andheri (East), Mumbai – 400 093, Maharashtra, India. Mediline Pharmaceuticals (India) Private Limited is in the business of dealing and trading of pharmaceuticals and their intermediates.
The company has an authorized equity share capital of ` 5,00,000 /- (Rupees Five Lacs only) divided into 50,000 (Fifty Thousand) equity shares of ` 10/- each.
The composition of the Board of Directors of the company is as under:
Sr. No. Name Designation
1. Hitesh Asrani Director
2. Ashutosh Navalkar Director
Equity Shareholding pattern as on March 31, 2011
Sr. No. Name of Share Holder No. of Shares Held Percentage of Share Holding
1. Hitesh Asrani 5,000 50.00%
2. Ashutosh Navalkar 5,000 50.00%
Total 10,000 100.00%
Financial performance (Audited)
(` lacs)
For the year ended March 31
Particulars 2010 2009 2008
Sales & Other Income 1.74 1.02 -
Profit/(Loss) after tax 0.13 0.37 -1.13
120 share)
Add :Reserves and Surplus 5.69 5.79 5.42
Less :Profit & Loss (Dr. balance) - - -
Less: Misc exp not w/off - - -
Net Worth 6.69 6.79 6.42
Earnings per share (`) 1.25 3.70 -11.28
Net Asset Value per equity share (`) 66.86 67.88 64.18
Other disclosures:
The equity shares of Mediline Pharmaceuticals (India) Private Limited are not listed on any of the Stock Exchanges and they have not made any public/rights issue in last five years. Further, no action has been taken against these companies by any Stock Exchange or SEBI.
Mediline Pharmaceuticals (India) Private Limited is not a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and is not under the Board for Industrial and Financial Reconstruction. Further, it is not under winding up.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against Mediline Pharmaceuticals (India) Private Limited.
3. Apple Lifecare (India) Private Limited
Apple Lifecare (India) Private Limited was originally incorporated as Desano Pharmaceuticals (India) Private Limited on October 29, 2003, as a private limited company having its registered office at 52, Nand Ghanshyam Estate, Off Mahakali Caves Road, Andheri (East), Mumbai – 400 093, Maharashtra, India. The name was changed to its present name vide a fresh certificate of incorporation issued by the Registrar of Companies Maharashtra, Mumbai, dated March 10, 2011. Apple Lifecare (India) Private Limited is in the business of dealing and trading of pharmaceutical bulk drugs and intermediates across major therapeutics areas including Antiretroviral, Oncology, and Steroids.
The company has an authorized equity share capital of ` 5,00,000 /- (Rupees Five Lacs only) divided into 50,000 (Fifty Thousand) equity shares of ` 10/- each.
The composition of the Board of Directors of the company is as under:
Sr. No. Name Designation
1. Hitesh Asrani Director
2. Ashutosh Navalkar Director
Equity Shareholding pattern as on date
Sr. No. Name of Share Holder No. of Shares Held Percentage of Share Holding 1. Couplet Limited 10,000 50.00% 2. Nisha Asrani 4,500 22.50% 3. Sangeeta Navalkar 4,500 22.50% 4. Hitesh Asrani 500 2.50% 5. Ashutosh Navalkar 500 2.50% Total 20,000 100.00%
Financial performance (Audited)
(` lacs)
For the year ended March 31
Particulars 2010 2009 2008
Sales & Other Income 138.52 92.54 49.37
121 Equity capital (par value ` 10 per
share) 1.00 1.00 1.00
Add :Reserves and Surplus 99.56 77.77 62.84
Less :Profit & Loss (Dr. balance) - - -
Less: Misc exp not w/off - - -
Net Worth 100.56 78.77 63.84
Earnings per share (`) 199.11 149.34 33.00
Net Asset Value per equity share (`) 1,005.61 787.72 638.38
Other disclosures:
The equity shares of Apple Lifecare (India) Private Limited are not listed on any of the Stock Exchanges and they have not made any public/rights issue in last five years. Further, no action has been taken against these companies by any Stock Exchange or SEBI.
Apple Lifecare (India) Private Limited is not a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and is not under the Board for Industrial and Financial Reconstruction. Further, it is not under winding up.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against Apple Lifecare (India) Private Limited.
4. Apple Lifecare Private Limited
Apple Lifecare Private Limited was originally incorporated on February 26, 2010, as a private limited company having its registered office at C-110, Classique Centre, Plot No. 26, Mahal Industrial Estate, Off Mahakali Caves Road, Andheri (East), Mumbai – 400 093, Maharashtra, India. Apple Lifecare Private Limited is in the business of agency dealing and trading of pharmaceutical bulk drugs and intermediates.
The company has an authorized equity share capital of ` 5,00,000 /- (Rupees Five Lacs only) divided into 50,000/- (Fifty Thousand) equity shares of ` 10/- each.
The composition of the Board of Directors of the company is as under:
Sr. No. Name Designation
1. Hitesh Asrani Director
2. Ashutosh Navalkar Director
Equity Shareholding pattern as on date
Sr. No. Name of Share Holder No. of Shares Held Percentage of Share Holding
1. Hitesh Asrani 5,000 50.00%
2. Ashutosh Navalkar 5,000 50.00%
Total 10,000 100.00%
Financial performance (Audited)
The Company is yet to finalise its accounts for its initial accounting period, and hence financial data has not been presented.
Other disclosures:
The equity shares of Apple Lifecare Private Limited are not listed on any of the Stock Exchanges and they have not made any public/rights issue in last five years. Further, no action has been taken against these companies by any Stock Exchange or SEBI.
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Apple Lifecare Private Limited is not a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and is not under the Board for Industrial and Financial Reconstruction. Further, it is not under winding up.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against Apple Lifecare Private Limited.
5. CRP Associates Private Limited
CRP Associates Private Limited was originally incorporated on January 15, 2009, as a private limited company having its registered office at 4th Floor, Premiere House, Plot No. 38, central Road, MIDC, Andheri (East), Mumbai – 400 093, Maharashtra, India. CRP Associates Private Limited is in the business of providing process and internal audit services for corporates.
The company has an authorized equity share capital of ` 5,00,000 /- (Rupees Five Lacs only) divided into 50,000 (Fifty Thousand) equity shares of ` 10/- each.
The composition of the Board of Directors of the company is as under:
Sr. No. Name Designation
1. Hitesh Asrani Director
2. Ashutosh Navalkar Director
Equity Shareholding pattern as on date
Sr. No. Name of Share Holder No. of Shares Held Percentage of Share Holding
1. Hitesh Asrani 5,000 50.00%
2. Ashutosh Navalkar 5,000 50.00%
Total 10,000 100.00%
Financial performance (Audited)
(` lacs)
For the year ended March 31
Particulars 2011 2010
Sales & Other Income - -
Profit/(Loss) after tax -0.15 -0.15
Equity capital (par value ` 10 per share)
1.00 1.00
Add :Reserves and Surplus - -
Less :Profit & Loss (Dr. balance) 0.31 0.15
Less: Misc exp not w/off 0.16 0.22
Net Worth 0.53 0.63
Earnings per share (`) -1.54 -1.54
Net Asset Value per equity share (`) 5.28 6.28
Other disclosures:
The equity shares of CRP Associates Private Limited are not listed on any of the Stock Exchanges and they have not made any public/rights issue in last five years. Further, no action has been taken against these companies by any Stock Exchange or SEBI.
CRP Associates Private Limited is not a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and is not under the Board for Industrial and Financial Reconstruction. Further, it is not under winding up.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against CRP Associates Private Limited.
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6. Rudra Properties Private Limited
Rudra Properties Private Limited was originally incorporated on November 28, 2006, as a private limited company having its registered office at 4, Golden View, Sunder Nagar, Road No. 2, Kalina, Santacruz (East), Mumbai – 400 029, Maharashtra, India. Rudra Properties Private Limited is in the business of real estate construction/development and allied activities.
The company has an authorized equity share capital of ` 1,00,000 /- (Rupees One Lac only) divided into 100 (Hundred) equity shares of ` 1,000/- each.
The composition of the Board of Directors of the company is as under:
Sr. No. Name Designation
1. Uday Shankar Zoaba Director
2. Meghana Uday Zoaba Director
3. Nilesh Uday Zoaba Director
4. Hitesh Asrani Director
5. Ashutosh Navalkar Director
Equity Shareholding pattern as on date
Sr. No. Name of Share Holder No. of Shares Held Percentage of Share Holding
1. Uday Shankar Zoaba 40 40.00%
2. Meghana Uday Zoaba 25 25.00%
3. Nilesh Uday Zoaba 25 25.00%
4. Hitesh Asrani 5 5.00%
5. Ashutosh Navalkar 5 5.00%
Total 100 100.00%
Financial performance (Audited)
(` lacs)
For the year ended March 31
Particulars 2011 2010 2009
Sales & Other Income - - -
Profit/(Loss) after tax -0.13 -0.13 -0.13
Equity capital (par value ` 1000 per
share) 1.00 1.00 1.00
Add :Reserves and Surplus - - -
Less :Profit & Loss (Dr. balance) 0.84 0.71 0.57
Less: Misc exp not w/off - 0.03 0.07
Net Worth 0.16 0.26 0.36
Earnings per share (`) -134.72 -134.72 -134.72
Net Asset Value per equity share (`) 159.02 259.02 359.02
Other disclosures:
The equity shares of Rudra Properties Private Limited are not listed on any of the Stock Exchanges and they have not made any public/rights issue in last five years. Further, no action has been taken against these companies by any Stock Exchange or SEBI.
Rudra Properties Private Limited is not a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and is not under the Board for Industrial and Financial Reconstruction. Further, it is not under winding up.
There are no defaults in meeting any statutory/bank/institutional dues. No proceedings have been initiated for economic offences against Rudra Properties Private Limited.
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7. Ginger Hills (Partnership firm)
M/s. Ginger Hills is a partnership firm formed under the Partnership Act, 1932 vide a partnership deed dated July 27, 2010. M/s. Ginger Hills has its office at B-208/209, Classique Centre, Off Mahakali Caves Road, Andheri (East), Mumbai – 400 093, Maharashtra, India, and is currently engaged in the business of Real Estate development of Non Agricultural plots.
As on the date of the Draft Red Herring Prospectus, M/s. Ginger Hills has two partners, Mr. Hitesh Asrani and Mr. Suhail Kazmi, who share the profits and losses in equal proportion.
Since the partnership firm was formed only on July 27, 2010, the accounts for the first financial year have not yet been finalised.
8. Ginger Farms (Sole Proprietorship)
M/s. Ginger Farms is a sole proprietorship concern of Mr. Hitesh Asrani formed on May 14, 2010. M/s. Ginger Farms has its office at 4, Golden View, Sunder Nagar, Road No. 2, Kalina, Santacruz (East), Mumbai – 400 029, Maharashtra, India, and is currently engaged in the business of real estate development.
Since the firm was formed only on May 14, 2010, the accounts for the first financial year have not yet been finalised.
Sales or Purchases between Companies in the Group
There have been no sales or purchases between companies in the Group during FY 2011 exceeding in value in the aggregate 10% of the total sales or purchases of the Company.
Business Interests amongst our Company and Group Companies /Associate Companies Except as mentioned under “Statement of Related Party Transactions” beginning on page 141 of this Draft Red Herring Prospectus under Chapter titled “Auditors’ Report and Financial Information of our Company” there is no business interest amongst Group Companies.
Companies with which the Promoters have disassociated in the last three years
Except as stated herein our Company/Promoter/Promoter Group has not disassociated themselves from any of the entities during preceding three years: