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The ComCertificaname ofNCT of registereof this Pbeginnin
PUBLIC COMPASHARE)SHARE LESS TH132.00 PCONSTI
THE F
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ISSUE OF UPTOANY” OR “HBEL” O) (“ISSUE PRICE”AGGREGATING
HE MARKET MAKPER EQUITY SHITUTE 26.59% anFACE VALUE O
s of SEBI Circular) process providin
n is invited to the under Section 26ntial investors mayby the Self Certif
99 of this Prospecd Institutional Buyar as required undMS OF RULE 19(25% OF THE POITIES AND EXCHher details please
ng the first issue oeach. The issue
ce can be given re
ent in equity and eent. Investors are n examination of EBI) nor does SEer the section ‘Gen
uer, M/s. Hummino the issuer and thng in any materiaole or any of such
uity Shares of our d in-principle approssue, SME Platform
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SHARanand Vihar, Near+91-11-43011000
: +91-11- 430110d- info@shareindiar Grievance Emae: www.shareindiaegistration Numbt Person: Mr. Abh
ally incorporated on issued by the Ras changed to “Huna. The Corporatompany, please rements required tof this Prospectus.
Tel. No.: +91
PR
O 1,63,000 EQUITOR “THE ISSUER”) AGGREGATINGTO RS. 11.88 LA
KER RESERVATIHARE AGGREGAnd 25.12%, RESP
OF THE EQUITY
r No. CIR/CFD/Png details about th
section titled “Iss6 & 32 of the Comy participate in thfied Syndicate Bactus. In case of deyers and Non-Inser Section 26 & 3(2)(B)(I) OF THE
OST-ISSUE PAID-HANGE BOARD Orefer to Section tit
of the issuer M/s. price/floor price/pegarding an active
equity related secadvised to read tthe issuer and theBI guarantee the neral Risks’.
g Bird Education he issue which is
al respect, that the information or the
Company M/s. Hoval letter dated Fm of the BSE sha
LEAD MANAGE
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ail Id: [email protected] ber: INM00001253hinav Gupta
ISSUE OPENS
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at Delhi as “HumRegistrar of Comumming Bird Educte Identification Nefer to section title be attached to th
Registered OfficCorporate of
1-011-47096144; Contact Perso
ROMOTERS OF O
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ATING TO RS. 20ECTIVELY OF THSHARES IS RS
OLICYCELL/11/2he bank account wsue Procedure” bpanies Act, 2013.e Issue through a
anks (“SCSBs”) foelay, if any in refutitutional Investor2 of the CompanieSECURITIES CO
-UP EQUITY SHAOF INDIA (ISSUEtled “Issue structu
Humming Bird Edprice band should e or sustained trad
curities involve a dthe risk factors cae offer including taccuracy or adeq
Limited, having mmaterial in the co
e opinions and intee expression of an
umming Bird EduFebruary 19, 2019all be the designate
ER TO THE ISS
TAL SERVICESetro Station, Delh
shareindia.com
37
S ON: 15.03.20
mming Bird (CIN- U80221D
mming Bird Educatpanies, NCT of D
cation Limited" vidNumber of our Coed “General Informhis Prospectus ar
ce: 1374-1375, 2n
ffice: A 95/ 3, SecEmail: info@humn: Mr. Mayank PraOUR COMPANY:
A FACE VALUE OAT A PRICE OF R
LACS (“THE ISSUESERVED FOR SE. ISSUE OF UPT03.28 LACS IS HHE POST ISSUE . 10 EACH AND
015, all potential which will be bloc
beginning on page
an Application Supr the same. For dund, our Compans shall compulsoes Act, 2013. ONTRACTS (REGARE CAPITAL OFE OF CAPITAL ANure” beginning on
RISK IN REducation Limited, tnot be taken to b
ding in the equity
egree of risk and arefully before takthe risks involved.uacy of this docum
ISSUER’s Amade all reasonabontext of the issueentions expressedny such opinions o
cation Limited offe9 from BSE for usied Stock Exchang
SUE
S PRIVATE LIMi-110092, India.
19
Education LDL2010PLC2074
tion Private LimiteDelhi and Haryanade fresh certificateompany is U8022mation” and “Our Hre specified in sec
nd Floor, Katra Lehcond Floor, Wazir
mmingbirdeducatioatap Singh, Comp: MR. NITESH JA
THE ISSUEOF RS. 10.00 EARS. 132.00 PER EUE”) OF WHICH UBSCRIPTION B
TO 1,54,000 EQUHEREINAFTER RPAID UP EQUITY
D THE ISSUE PRSHARES
investors shall pcked by the Self Ce 199 of this Pros
pported by Blockedetails in this regany shall pay intererily participate in
GULATION) RULF OUR COMPANND DISCLOSUREpage 197 of this P
ELATION TO THthere has been nobe indicative of theshares of the issuGENERAL RIS
investors should king an investmen. The securities hment. Specific att
ABSOLUTE REble inquiries, accee, that the informatd herein are honesor intentions misle
LISTINGfered are proposeing its name in thege.
MITED
B1sAMTeFaE-WSC
ISSUE SCHED
Please
Limited 436)
ed” on 23rd Augusa. Consequent up
e of incorporation d1DL2010PLC207
History and Corpoction titled “Other
hswan, Chandni Cpur Industrial Areaon.com Website:pany Secretary &
AIN and MR. NARE
ACH (THE "EQUITEQUITY SHARE UPTO 9,000 EQU
BY MARKET MAKITY SHARES OF
REFERRED TO AY SHARE CAPITA
RICE OF RS. 132
participate in the ICertified Syndicatespectus. A copy w
ed Amount (“ASBAard, specific attenest on the applica
the Issue throug
LES, 1957, AS AMNY. THE ISSUE ISE REQUIREMENTProspectus. HE FIRST ISSUo formal market foe market price of uer nor regarding tSKS not invest any funt decision in this ave not been recention of investors
ESPONSIBILITYepts responsibility tion contained in tstly held and that teading in any mate
d to be listed on te Prospectus for l
BIGSHARE SERst Floor, Bharat Tindheri (East),
Mumbai – 400059, el.No: +91-22 – 6ax.No.: +91-022 --mail: ipo@bigsh
Website:www.bigshEBI Registration Nontact Person: Mr
DULE
refer Section
st, 2010 under thepon the conversiodated 10th Octobe436. For further drate Structure” beInformation- Mate
Chowk, Delhi-1100a, Delhi - 110052 www.hummingbirCompliance OfficeENDER KUMAR
TY SHARES") OF(INCLUDING A S
UITY SHARES ATKER (“MARKET M
FACE VALUE OFS THE “NET ISS
AL OF OUR COMP2/- I.E. 13.2 TIME
Issue only througe Banks (“SCSBs”will be delivered f
A”) process providtion is invited to ttion money at theh ASBA process.
MENDED (THE “SS BEING MADE ITS) REGULATION
UE r the securities of the specified secuthe price at which
nds in this offer unoffering. For takinommended or apps is invited to the
Y for and confirms
the Prospectus is there are no othererial respect.
he SME Platform isting of our share
REGISTR
RVICES PRIVATn Works Building,
Maharashtra, Ind2638200 - 62638299 areonline.com hareonline.com No.INR000001385r. Babu Rapheal
ISSUE CLO
1n 23 read with
D
e provisions of thon of Company toer, 2018 issued bydetails of incorpo
eginning on page 4erial Contracts an
006
rdeducation.com er JAIN
F HUMMING BIRDSHARE PREMIUMT AN ISSUE PRICMAKER RESERVAF RS. 10.00 EACSUE”. THE ISSUEPANY.
ES OF THE FAC
gh an Application ”) for the same. Ffor registration to
ding details aboutthe section titled e rate of 15% per. A Copy will be
SCRR”) THE ISSIN ACCORDANCNS, 2018 AS AM
f the issuer. The facurities after the sp the equity shares
nless they can affong an investment proved by the Sestatement of ‘Risk
that this Prospectrue and correct i
r facts, the omissio
of BSE Limited (es on the SME Pl
RAR TO THE IS
TE LIMITED , Opp. Vasant Oa
ia.
5
OSES ON: 19.0
PROS00% Fixed Ph 26 of the Co
Dated 01st Ma
he Companies Acto public limited coy the Registrar of Coration, change of45 and page 105 nd Documents for
D EDUCATION LIM OF RS. 122.00 CE OF RS. 132.00ATION PORTION”H AT AN ISSUE PE AND THE NET
E VALUE OF TH
Supported by Blor details in this r the Registrar of
t the bank accoun"Issue Procedurer annum for the pdelivered for reg
SUE IS BEING MCE WITH CHAPTE
ENDED FROM T
ace value of the epecified securitiess will be traded aft
ord to take the riskdecision, investorcurities and Exchk factors’ given on
ctus contains all inn all material aspon of which make
“BSE SME”). Our atform of BSE. F
SSUE
sis, Makwana Roa
03.2019
SPECTUS rice Issue ompanies Act, 2013
arch, 2019
t, 1956 vide ompany, the Companies, f name and respectively
r Inspection”
IMITED (“OUR PER EQUITY
0 PER EQUITY ”). THE ISSUE PRICE OF RS. T ISSUE WILL
HE EQUITY
ocked Amount regard, specific companies as
nt which will be " beginning on
period of delay. istration to the
MADE FOR AT ER IX OF THE
TIME TO TIME.
equity shares is s are listed. No ter listing.
k of losing their rs must rely on hange Board of n page number
nformation with ects and is not this document
Company has or the purpose
ad, Marol,
TABLE OF CONTENTS
PARTICULARS PAGE NO.SECTION I – DEFINITIONS AND ABBREVIATIONS
CONVENTIONAL AND GENERAL TERMS /ABBREVIATIONS 1ISSUE RELATED TERMS 3ISSUER AND INDUSTRY RELATED TERMS 8ABBREVIATIONS 8CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF FINANCIAL PRESENTATION
12
FORWARD LOOKING STATEMENTS 14SECTION II – SUMMARY OF PROSPECTUS 15SECTION III – RISK FACTORS 20SECTION IV – INTRODUCTION
THE ISSUE 38SUMMARY OF OUR FINANCIAL INFORMATION 40
SECTION V – GENERAL INFORMATION 45SECTION VI – CAPITAL STRUCTURE 55SECTION VII – PARTICULARS OF THE ISSUE
OBJECTS OF THE ISSUE 73BASIS FOR ISSUE PRICE 79STATEMENT OF TAX BENEFITS 83
SECTION VIII – ABOUT US INDUSTRY OVERVIEW 85BUSINESS OVERVIEW 90KEY INDUSTRY REGULATIONS 98OUR HISTORY AND CORPORATE STRUCTURE 105OUR MANAGEMENT 109OUR PROMOTERS AND PROMOTERS GROUP 123DIVIDEND POLICY 128
SECTION IX – FINANCIAL STATEMENTSRESTATED FINANCIAL INFORMATION 129OTHER FINANCIAL INFORMATION 161MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS
162
CAPITALIZATION STATEMENT 172SECTION X – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS 173GOVERNMENT APPROVALS 178
SECTION XI – INFORMATION WITH RESPECT TO GROUP COMPANIES 181SECTION XII – OTHER REGULATORY AND STATUTORY DISCLOSURES 182SECTION XIII – ISSUE RELATED INFORMATION
TERMS OF ISSUE 191ISSUE STRUCUTRE 197ISSUE PROCEDURE 199RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES 225DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION
228
SECTION XIV – OTHER INFORMATIONMATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 303DECLARATION 305ANNEXURE A 306
This Proindicatesregulatioas amen The worapplicabRegulati Notwiths“Financon pagesections CONVE Terms HBEL” “our “HummiLimited ““we”, “us
“you”, “yOur ProPromote
COMPA Term AOA / AAssociatAssociat
AuditorsAuditorsAudit Co
Board oBoard / o
CMD CIN Chief FinCompan
CompanCompliaCorpora
rospectus uss or implies,on, rule, guidnded, supple
rds and exprble, the meaions, the SC
standing thecial Statemees 83,129, ans.
NTIONAL O
“the ComCompany” ng Bird Edu“ s” and “our”
your” or “yourmoters ers Group
ANY RELATE
Articles / Artiction te Companie
s/ Stas ommittee
of Directors our Board
nancial Officnies Act / Act
ny Secretaryance Officer ate Office
D
ses certain , shall have deline or policemented or re
ressions useaning as preRA, the Dep
e foregoing,ents” and “Dnd 228 respe
OR GENERA
Despany”,
and ucation
Humund137
UnlCom
rs” ProMr. Comundis pPro
ED TERMS
Descles of Arti
ames A b
influinflu
atutory TheSinThepro
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SECT
DEFINITIONS
definitions athe meaning
cy shall be toe-enacted fro
ed in this Proescribed to positories Act
terms useDescription oectively, sha
AL TERMS
scription mming Bird der the Com75, 2nd Floor
ess the company spective inveNitesh Jain
mpanies, indder Regulatioprovided in
omoters Gro
scription icles of Asended from t
body corporuence, but wuence and ine Auditors oghal & Assoe Committeeovisions of See Board of Dduly constit
ectors, pleasginning on paairman and Mrporate Idente Chief finane Companiest, 1956, to thee Company ng Mr. Maya
95/ 3, Second
1
TION I – GEN
S AND ABB
and abbrevig as provideo such legislom time to tim
ospectus butsuch terms t or the rules
ed in of theof equity sh
all have the m
Education Lpanies Act,1r, Katra Lehs
ontext otherw
estors in thisand Mr. Nare
dividuals andon 2(1)(pp) o
the Sectionoup” beginni
sociation oftime to time.rate in whicwhich is notncludes a joinof Humming
ociates, Chare of the Bection 177 of
Directors of Htuted Commse refer to sage 109 of thManaging Ditification Numcial Officer os Act, 2013 e extent of sSecretary a
ank Pratap Sd Floor, Waz
HUMNERAL
BREVIATION
iations whiched below. Rlation, act, reme.
t not definedunder the C
s and regulati
e sections hares and temeaning as
Limited, a C1956 havingswan Chandn
wise indicat
s Issue ender Kuma entities (oth
of the SEBI (In titled “Abng on page
f Humming
ch any otht a subsidiarnt venture cog Bird Eductered AccouBoard of Dif the CompaHumming Birmittees theresection titledhis Prospecturector
mber. of our Compaand amendm
such of the prand Compliaingh
zirpur Industr
MMING BIRD
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h, unless theferences to
egulation, rul
d herein, shaCompanies ions made th
“Statement erms of Articprescribed to
Company incits Register
ni Chowk, De
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bout Us-Ou123 of this P
Bird Educa
er company ry of the comompany. cation Limitentants. rectors consnies Act, 201rd Educationeof. For furtd "About Us-us.
any being Mrments theretrovisions thaance Officer
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stituted as p13
n Limited., incther details -Our Manag
rs. Vaishali Jto. The Comat are in forcer of our Co
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N LIMITED
otherwise ation, act, or policy,
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2
es Act, 1996ities Deposit) Limited (CDfication Numof our Comp
ctor of the Compified in the coes holding EqRegistry Numup compani(s) and subtransactions
disclosed, as also other ssuer as dis
nies” on pagd Family. and Bankru
nancial Repoive, Indepenisting Regulapted Accounecurities Ide
9 x Act,1961 aent Personn
nd the CompUs- Our Mana
enterprise ue retain theirctor dentification on, adopted bements of theof Associatiotime to time.
n and Remunthe Companibeing an Exeent outside tizen of India
nagement (Tde India) Reguditor havinga Sharma & Cl, sole proorganizatio
mited liability cnization valid
which it existsank of India Ad Floor, Katraof India consaudited finanhe restated
HUM, as amendeory Limited (
DSL). mber. pany, unless
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sclosed in “e 181 of this
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as amended nel of our Cpanies Act, agement” oundertaken jr distinct iden
of group comby our Boarde SEBI (ICDRon of Humm
neration comes Act, 2013
ecutive DirectIndia, as de
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MMING BIRD d from time t(NSDL) and
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“Informations Prospectus
2016 ards or as per th
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till date ompany in t2013. For dn page109 oointly by tw
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ming Bird Ed
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unincorporrporate, corpint venture, oed and/or ines, as the cos amended frChandni Chowr the RBI Act
ments of ourport, restate
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ded March 31otes thereto eginning on pational Capita
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nd Disclosureptember 11ns issued by Board of Ingulations, 20
d of India (e to time. nge Board o5 as amend
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ns issued by
ries, Please s Prospectus(Special Provcommittee o
anies Act, 20otherwise, r
d with SEB(Foreign Instunts which a
& AOA being
y the Designpplication. quires, meancessful applif Allotment ser the Basis nges the Equity S
makes an aption form. plicant makes of Prospectelectronic, usidered as t
MMING BIRD loss inform
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page129 of thal Territory o
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refer sections. visions) Act, of our Comp013 refers to, BSEBI under thtitutional Inveare foreign c
g Mr. Narend
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Notes: 1. The fiof the Co2. The asummarAnnexur For detaappearinon Page RELATE
Sr. No.
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ED PARTY T
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S.No.
1 2 SPLIT / No Split
ailed informaure – R” apMENTS” beg
CING ARRAN
moters, memer, the directof securities uring the peri
TED AVERA
ed average p
Name of P
Mr. NitesMr. Nare
Weighted Avento account tity Shares anast one year.
e Cost of Ac
. Name
Mr. NitesMr. Nare
verage cost count the amless amount acquisition ha
O PLACEME
mpany has n
OF SHARE F
as mentionean cash durin
Date of Allotment
30.09.2018 30.09.2018
CONSOLID
or Consolida
ation on theppearing on ginning on Pa
NGEMENTS
mbers of the tors of the isof our Compiod of six mo
AGE PRICE &
rice at which
Promoters
sh Jain ender Kumar
rage Price fothe amount pnd the net co.
cquisitions o
of Promote
sh Jain nder Kumar
of acquisitiomount paid b
received by as been divid
ENT
ot placed an
FOR CONSI
d herein belong last one y
NatAllo
Bonus IsBonus Is
ATION
ation was ha
related parpage no 15
age no 129 o
S
promoter grssuer and thepany other th
onths immedi
& COST OF
h the Equity S
No. odurin
Jain
or Equity Shapaid by the Post of acquis
of Shares fo
ers N
Jain
on of Equity by them to a
them for theded by total n
ny Pre-IPO P
DERATION
ow, our Comyear.
ture of otment sue sue
appened duri
19
rty transactio56 of this Pof this Prospe
roup, the direeir relatives han in the noiately preced
ACQUISITI
Shares were
of Equity Shng last one
1,7475,
ares acquirePromoter to sition has bee
or Promoter
No. of Equit
1,7980,
Shares by o
acquire, by we sale of Equnumber of sh
Placement.
OTHE THAN
mpany has n
Name o
Nitesh JaiNarender
ing the last o
HUMons executedProspectus uectus.
ectors of thehave not finormal courseding the date
ON
e acquired by
hares AcquiYear
4,996 ,000
d during lastacquire, by wen divided by
rs:
ty Shares he
9,966 ,000
our Promoteway of freshuity Shares thhares held as
N CASH
ot issued an
of Allottees
n Kumar Jain
one year.
MMING BIRD d by our Counder sectio
e company wanced the pue of the busi
e of this Pros
y our Promote
red WeiPricRs. 5.710
t one year haway of fresh y total numbe
eld Acq
rs has beenissuance o
hrough transfs on date of
ny equity sha
Num
75,000 75,000
EDUCATIONompany, pleon titled “FIN
which is a prourchase by ainess of the pectus.
ters in Last O
ghted Averace* (in per equity s
1
as been calcissuance or
er of shares
Average Coquisition pe
share (in R
n calculated r transfer, th
sfer, if any anthe Prospec
ares for cons
mber of Sha
N LIMITED ase refer NANCIAL
omoter of any other financing
One Year:
age
share)
ulated by r transfer, acquired
ost of er equity Rs.)*
5.83 0.63
by taking he Equity nd the net ctus.
sideration
ares
An inveinformatan invesdiscusseand resucould remay notcurrentlyrelevantrisks me The Proactual reresult of Materia The Risbeen co 1. 2. 3. Note: The riskthe risk to quant In this Pdue to roProspecour resta Unless impact o INTERN 1. franchisprescribmay adv
Our busappointeour franperforma Further, breacheof opera
stment in eqtion in this Pstment in oured in this Proults of operasult in the lot be exhausty deem immat risk factors entioned here
ospectus alsesults could f many factor
lity
k factors hansidered for
Some eventSome eventSome event
k factors are if any. Unlestify the financ
Prospectus, aounding off.
ctus unless oated financia
otherwise spof risks speci
NAL RISK FA
Approximatsees. Any cbed serviceversely affe
siness modeed for the punchisees netance of such
non-adherees or irregulaations and pr
quity involveProspectus, ir equity sharospectus couations and c
oss of all or pive and addiaterial, may set forth beloein.
o contains fdiffer mater
rs, including
ave been detdetermining
ts may not bets may have ts may not be
disclosed asss specified ocial implicatio
any discrepanAny percent
otherwise indal statements
pecifically prified hereund
ACTORS:
tely 20% of hanges in o standards,ct our busin
el is currentlyurpose and twork. Prese
h franchisees
ence to prearities on the ospects.
SECTION
RI
es a high dencluding theres. Any of tuld have a mcould cause part of your intional risks aarise or becow, we are n
forward lookially from thothe consider
termined on the material
e material indmaterial impe material at
s envisagedor quantified on of any of t
ncies in any tage amountdicated, has s prepared in
rovided in thder, on our fin
our total buour relations, payment dness, results
y mainly divhrough franc
ently, we havs will meet ou
escribed serpart of any
20
N III – RISK F
ISK FACTO
egree of riske risks and uhe following
material advethe trading nvestment. Iand uncertai
come materianot in a posit
king statemeose anticiparations descr
the basis olity.
dividually bupact qualitativ
present but
by the manain the releva
the risks des
table betweets, as set forbeen calcul
n accordance
he respectivnancial cond
usiness voluships with odefault or ots of operati
vided into twchisee netwove 17 franchur required s
rvice standaour franchise
HUMFACTORS
RS
k. Investors uncertainties
risks as weerse effect onprice of our n addition, thnties, not pre
al in the futurtion to specif
nts that invoted in these ribed below a
f their mater
t may be fouvely instead may be havi
agement aloant risk factoscribed in this
en total and rth in “RISK Fated on the
e with Indian
e Risk factoditions, are n
ume comes our businessther contracons and pro
wo parts viz. ork. Of thesehisees. We
specifications
ards, paymeee may adve
MMING BIRD
should caredescribed b
ll as other risn our busines
Equity Sharhe risks set oesently knowre. Unless oty or quantify
olve risks anforward-loo
and elsewhe
riality. The fo
und material cof quantitativing material
ong with the ors below, wes section.
the sums of FACTORS” abasis of theGAAP.
ors given beot quantifiab
from our bus partners octual breachospects.
marketing the, we mainlycan give no
s or performa
ent default ersely affect
EDUCATION
efully considebelow, beforesks and uncss, financial res to declinout in this Prwn to us, or wtherwise stat
y the financia
nd uncertainking stateme
ere in the Pro
ollowing fact
collectively. vely. impact in the
proposals toe are not in a
the amount and elsewhe
e amount dis
elow, the amble.
usiness partor non-adhehes or irreg
hrough intery derive reveo assuranceance parame
or other coour busines
N LIMITED
er all the e making
certainties condition
ne, which rospectus which we ted in the
al or other
nties. Our ents as a ospectus.
tors have
e future.
o address a position
listed are ere in this sclosed in
mounts of
tners i.e. erence to gularities
rnal team enue from e that the eters.
ontractual s, results
2. agents proprietprospec While ccopyrighregisterecopyrighcopyrigh The Olystudentsanalysiscontent standardtest pattobtain ccopyrighhas no scourse mthe Comcourse maccessebusiness Additionproprietaclaims. Tin the misappror proprrevenueagainst Companthere is 3. may hav
The comeducatiowho interevenueof plagiinstitutesout. Plagand resu 4. particulregistraon our numberregistra Our Combusiness
Any inabiland dealer
tary data, mcts.
copyright reght, such reged owner. Tht include daht owner, as
mpiads or tes, as well ass and researcproviders re
dized nature terns and cucopyright reght protection system or mematerials andmpany is unamaterials anded, plagiarizs, results of o
nally, if a disary informatiThe Companabsence o
ropriation, orrietary inform
es and increathe Compan
ny may be reno assuranc
The courseve a materia
mpany’s busonal institutioend to unde
e for us. Thoarizing as ws to prevent giarizing of oults of operat
Our Compalar product ation for thebrand namer of logos ations for th
mpany has ns. These ha
ity on the Crs to continmay advers
gistration is gistration creThe remediesamages, accwell as fines
est prep cours titles publch by Compa
etained on shof course mrriculum, it mistration for rather than techanism to d content (inable to quand content, it bed and distoperations a
spute arises ion, the Comny’s efforts toof registratior unauthorizemation may ase expenseny are not mequired to inice that such p
e study mateal adverse e
siness is onons to conduergo the Olyugh, since inwe enter intplagiarizing our study mtions.
any does n(or) the tra
e Trademarkes and logo
which aree same are
not applied fave not been
Company’s nue to usesely affect t
not a prereeates a press available ucounts of pros and impriso
rse material ished underany’s in-houhort-term as
material for stamay not be psuch contenthe protectiotrack or rest
ncluding by itntify the impbelieve that ttributed by nd prospects
with respecmpany will bo protect its ion, may noed use. The
disrupt its bes, or it maymeritorious, atiate or defenproceedings
erial prepareffect on our
n the conduuct them for tmpiads beinncorporation to an underof our studyaterials, if a
not own anademark of k, its busines that we m being useyet to be ob
for the regisn applied as
21
part or on, or adequthe Compan
equisite undsumption faunder the Cofits, injunct
onment.
and the conr the Compase content dwell as longandardized t
possible or fent. Thereforeon of statutortrict the salets current or plication of itthe Companthird partie
s.
ct to any of tbe required tintellectual pot be adeqmisappropribusiness, diy become suany legal, and in this relwill be ultim
red by us for business a
uct of Olymptheir studentng conducted
of our comprstanding w
y materials, yny, may hav
ny of the tword “Hum
ess and bramay not be aed for our btained.
stration of thes on the dat
HUM
n the part oately protecny’s busine
der Indian laavouring ownopyright Acttion, delivery
ntent as the Cany’s Publicadevelopment g-term contratests as well easible in ma, the Compa
ry law for rege, duplication
former studets reliance oy’s course ms, which m
the Compano produce e
property or pquate to dation or dupstract manaubject to infrrbitral or adation may beately determ
or our studeand results
piads in Indts. Providing d by us is opany, we havith administr
yet possibilityve a materia
trademarks mming Birdand/reputatiable to prote
business
e any trademte of filing th
MMING BIRD
of its franchct, its inteless, results
aw for acqunership of tt for infringey, etc. of infr
Company proations brandteam, suppo
acts from timas annual o
any instancesany currently istered copy or onward dents or faculon common material and c
ay adversel
ny’s intellectuevidence to droprietary infetect or plication of its
agement andringement clministrative e time consu
mined in its fa
ents may beof operation
dia and has study mater
one of the sve not comerators of coy of the sameal adverse ef
for the log”. In case won might sect and/or mpurpose b
marks underhis Prospect
EDUCATION
hisees, direllectual pro
s of operati
uiring or enfthe copyrigh
ement of a rfringing copie
ovide to the d, are prepaorted by inde
me to time. Dor periodic revs for the Co
y rely on comyrights. The Cdisseminatiolty). As a reslaw protectio
content may ly affect Co
ual property defend or enformation, pa
prevent infris intellectuald employeeslaims. Even proceedings
uming and coavour.
e plagiarizens.
tie up withrials to such significant soe across any oncerned ede cannot stillffect on our
gos represewe are not
suffer as wemaintain. Wbut the trad
r which it catus. If the ap
N LIMITED
ect sales operty or ons and
forcing a ht by the egistered es to the
test prep ared after ependent
Due to the visions in mpany to
mmon law Company n of such
sult, while on for its be easily
ompany’s
rights or nforce its articularly ngement, property
s, reduce if claims
s that the ostly, and
d, which
h various students
ources of incident
ducational l be ruled business
enting a availing
e depend We have a
de mark
rry on its pplication
towards validity oCompanscope ofits tradebe requiand advon the crefer to t 5. losses ofinancia Our Comfinancingsummar
6. the Res Our PeeFinancia a. Rs. 5,00Gold . T b. Section relevant AlthoughCompancould afCompan 7. arrangediscontconditio
Approximfranchisehave anenter int
Net CaActivitiesNet CaActivitiesNet CaActivities
Trademark or scope of tny is not graf this applicamark which ired to inves
versely affectclasses undethe section ti
We have exor negative al condition.
mpany had g activities inrized as unde
Certain qustated Finan
er Review Aal Statements
The Compa0,000/- as onhe transactio
During the e129(1) of th
t requirement
h no show cny till date yeffect our finny intends to
As of Marcements, leatinuation of ons adverse mately 20%ees are inde
ny non-compto agreemen
Parti
ash Generas ash Generas ash Generas
registration this applicatioanted registraation, the Comcould have at significant t our busineser which theitled “Govern
xperienced cash flows .
negative casn the previouer.
alification hcial Stateme
Auditors havs:
any during thn 30-01-2017on is violatio
earlier periodhe Companits in its resta
cause noticeet any penaancial condfile an applic
ch 31, 2018, ading to li
the Franchely.
% of our totependent thipete agreemts with our c
iculars
ated from
ated From
ated from
is neither aon, the Comation for the mpany may an adverse eresources inss, financial ce Trademarknment Appro
negative cain the futur
sh flows fromus years as
have been ments
ve made the
he Financial7 where the cn of Sec. 192
ds, the compes Act, 201
ated financial
e in respect lty imposed itions to thacation for co
our maximimited conisees, whic
tal businessird parties oent with sucompetitors, w
S
Operating
Investing
Financing
22
pplied nor ampany may ne
trademark onot have a s
effect on our n developing condition, re
k applicationovals” beginn
ash flows inre could adv
m our operaper the Rest
made by ou
e following o
l year 2016company rep2 of The Com
pany had not3. However,ls.
of afore-mefor these in
at extent. Almpounding
mum centresntrol by usch may impa
s volumes cover which wch franchiseewe may not b
September 3
2018
46
(0.
29
HUMapproved or eed to changor if the thirdstrong recourbusiness. Innew brands
esults of opers have been
ning on Page
n previous yversely affec
ating activitietated Financ
ur Peer Rev
observations
-17 entered paid loan frompany Act 20
t complied w, the Compa
entioned instanstances in fso, w.r.t po
s were beins on the act our repu
comes fromwe have littlees and in thbe able to ta
For the yea30, March
2018
6.20 (10
45) (0
9.00 (0
MMING BIRD if any third pge its logo. Ind parties charse to legal p
such a scens or logos, wrations and pn made and no 178 of th
years / perict our result
es, investing cial Statemen
iew Auditor
in their rep
into a Nonm director by013;
with requiremany has sinc
ances has buture by anyint no. a m
g operated operations
utation, bus
our franche control. Adhe event wheke any action
ar ended/pe31,
8 March
201
0.49)
0.24)
0.86)
EDUCATIONparties challn the event tallenge the vproceedings tnario, we mawhich could mprospects. F other detai
he Prospectu
iods. Any ots of operat
activities asnts and the s
(Amt. in Rs
rs in their r
port on the
n cash transy Equivalent
ments of AS-1ce complied
been receivey regulatory
mentioned ab
through fras and the siness and
hisee netwodditionally, were such fran against the
eriod on h 31, 17
Ma2
33.65
(0.88)
(6.86)
N LIMITED enge the that if the validity or to protect
ay be also materially or details ls please
us.
operating ions and
s well as same are
. Lakhs)
eport on
Restated
saction of t Value of
15 as per with the
ed by the authority
bove, our
anchisee risk of
financial
rk. Such we do not anchisees em.
arch 31, 2016
1.54
(10.85)
6.88
Further, where thour branThough safeguanear futunetwork 8. permitsin a time Our busregistratlimited toperatedregistratDelhi Shthe relev Also, oupublicatiprinting from timrespectivrenew approva Further, requiredresult inwhich mour compage no 9. partnersrelocatebusines
Our all o16 DomoperativRegisterNarende There caand renefind alteCompanits premrates folocationsagreememay suffinancial In additinon-regi
we may be hese franchisnd name in t
we are in prd our intereure keeping .
Our busins from goveely manner
siness opertions for our o shops andd by the Cotions with thhops & Estabvant legislatio
ur Companyion of books/& publicatio
me to time. Thve authoritieany of su
als/licenses, i
certain statd to be compn inter alia tmay adverselympany, pleaseo 98 of this P
Most of ths are leasede operationsss, results o
offices includestic Franch
ve through tred Office of er Kumar Jai
an be no assew the leasernate locatio
ny, or at all. Tmises, either oor subseques, affecting ents are termffer a disrupl condition an
on, many ofistration of
restricted frsees are lochese areas iprocess of imests, sale thro
us exposed
ess requirernment andmay advers
rations are offices, goo
d commerciaompany direce relevant tablishment Acons for its ow
y is require/study mater
on of any kinhough the apes as and whuch licensesits operations
tutory and replied with bythe cancellaty affect our e refer sectiorospectus.
he immovad-out. If we s on commeof operations
ding 1 Registisees are es
the franchisef the Compann and a NOC
surance thates or licensesons for the exThe Companon commercnt renewals its financia
minated or thption in its ond results of
f these rentalease or l
rom directly ated. As a reis dependenmplementingough franchito reputation
es us to obd regulatory sely affect o
required toods & serviceal establishmctly or indireax and labouct, 1954 for itwned centres
d to complyrial which spnd of book/spplication for en required,s/approvals. s may be adv
egulatory auy us. Any detion of suchoperations. Fon titled “AB
ble propertor our busi
ercially reass and prosp
tered Office, stablished byee(s), whichny is taken frC is obtained
t our Compas for the exisxisting officesny may also cially accepta
or searchinal condition ey are not re
operations woperations.
al properties icense arra
23
involving ouesult, our grot on the perf
g additional sees shall cn, business
btain and rauthorities
our business
o obtain vaes we are s
ments’ registrectly (if any) ur authoritiets registereds, corporate
y with varioecifies the a
study materiarenewal of e there can b
If the Cversely affec
uthority may efault by ourh licenses, cFor more infOUT US-KE
ties used biness partnesonable termpect.
1 Corporatey the Compah generally rom one of td from for the
ny or the frasting locations and operatfail to negot
able terms ong of new
and operaenewed on c
which could
have one orngements,
HUMrselves in mowth, resultsformance aninternal conontinue to doand financia
renew certas and the fas operations
rious regulasupplying froations for Olthrough fran
s. The Com office and isoffice.
ous rules &ctual way of al. Many of existing licene no assuranompany docted.
put certain r Company iconsents, auformation on
EY INDUSTR
by us direcers are unams, there m
e Office, 3 Inny directly onare for a tehe Promotere same. .
anchisee(s) wns on same oting locationstiate the rener at all, whicpremises, o
ations. In thcommerciallymaterially an
r more irreguinadequate
MMING BIRD arketing serv of operationd continuity trols so as ominate our l risks assoc
ain registratilure to obtas.
atory and om time to timlympiads or nchisee buspany has res yet to obta
regulationsoperating anthese approses/approvance that the oes not re
terms and cn complying
uthorizations the various
RY REGULAT
ctly or throble to reneway be an ad
ternational Fn lease agreerm of 11 mr/Director of t
will, in the futor similar ters on similar tewal of its le
ch could resur to close f
he event thy acceptable nd adversely
ularities of enpayment o
EDUCATIONrvices in certns and the inof these franto enable umarketing st
ciated with fr
tions, licenain and ren
other approvme, includingthe test prep
siness modeecently appliain registratio
s in connecny establishm
ovals requireals will be marelevant aut
eceive the
conditions, wg with the sa
and/or registatues app
TIONS” appe
ough our bw existing ldverse effec
Franchisee Oeements (or) months. Furthe Compan
ture, be ablerms, or will bterms favoraeases agreemult in increasfacilities in at the existerms, Our C
y affect its b
nforceabilityof stamp du
N LIMITED tain cities ntegrity of nchisees. s to duly trategy in ranchisee
ses and ew them
vals and g but not p centres l and the ed under
ons under
ction with ment and
e renewal ade to the hority will requisite
which are ame, may strations,
plicable to earing on
business eases or ct on our
Office and indirectly
rther, the y namely
e to retain be able to ble to the ments for sed rental desirable
sting rent Company business,
, such as uty, non-
specificalicense aimpair thbeing ta For furthno 90 oftime andproblem 10. our proaffected In most franchiseof such appoint such fradecline appoint and advcompetitable disoffer oueffectiveincreasebusiness . 11. productoperatio
We are study mexamineand enrior to anbusiness 12. studentmaintaiimpact
We belieresult, orelies onstudentstime we Though,on our phindrancimpact o
ation of leasagreements he Companyken by conc
her details, pf the Prospecd the lease
m in renewing
If we are unoducts, our d.
of the markeee who distrlocal third panew franchis
anchisees byto distributereplacementversely affetors may havtribute our pr franchisee
ely implemene the numbers, results of o
Our inabilitt offerings ons and pro hired by our
material and ees. While wiched producticipate or tos and financi
Our abilityts is heavilyn a high leits business eve that our
our reputationn our reputas. Therefore,must also co
, we attempt part to maince in attainmour business
se period etin specific p
y’s operationerned Autho
please see thctus. We havfor the sam
g the same in
nable to mabusiness, r
ets in which wributes our party entities. sees or effecy our compet our product franchisees
ect our busive exclusive products, whes certain incnt them acror of our arranoperations a
ty to cater tmay adver
ospects
r customers iquality of
we always mcts offerings o respond adial results.
y to retain ty dependentevel of servs and reven
r strong brann and perce
ation, quality It is importaontinue to at
to retain outain and enh
ment of our stand revenue
c., which merformance os. Further, itrities.
he section “Ave been ope
me have been near future.
aintain and iresults of op
we have a pproducts. We
We cannot ctively managtitors are mots and termis in a timelyiness, resultarrangemenich may limitcentive scheoss our distrngements fond financial
to and suitarsely affect
i.e. educationour questioake best ofyet our failu
dequately to
he present t upon varioice quality. ues.
nd reputationption of our and popula
ant that we rtract more nu
r position byhance our retudents’ retees.
24
ay affect thor other injut may result
ABOUT US-erating througen renewed .
ncrease ouperations a
resence, wee have limitedassure you tge our existi
ore favourabinate their a
y manner, orts of opera
nts with their t our ability
emes to distribution networ the distribuconditions.
ably update our reven
nal institutesn papers df our efforts ure to introduo changing c
number of ous factors
Any failure
n has helpedbrands are rity of our p
retain the truumber of cus
y maintainingeputation or
ention and ad
HUMe evidentiarynctive procein levy of pe
BUSINESSgh the preseperiodically.
r franchiseend financia
generally apd control ovethat we will bing franchisele than thos
arrangementsr at all, whichations and f
franchisees to expand otribute our p
work. Any faiution of our p
and enhancues and, t
s for the quaesigned to to always p
uce innovativclient require
students sincluding oe by us to
d us to attracritical to ou
product, our st placed onstomers at a
g and improvproduct qua
ddition object
MMING BIRD y value of tdures in a coenal charges
OVERVIEWnt registeredFurther, we
e network fol condition
ppoint a locaer the operatbe able to suee network. Ie offered by s with us. Wh may reducfinancial conand such fraur distributio
products, we lure on our
products may
ce the depthhus, our b
lity of our proassess the rovide our cve products oments could
erviced by ur reputatioretain or at
act and retair business. visibility and
n us by our sconsistent ra
e our producality and sertives which i
EDUCATIONthe relevant ourt of law, as, in case co
W” beginningd office for a e do not fore
or the distribcould be a
al third party tions and buuccessfully idIf the terms oy us, franchisWe may be uce our salesndition. Furtanchisees mon network. We may not be
part to mainy adversely a
h of our coubusiness, re
oduct offerinknowledge
customers won an on-go
d adversely a
us and attron and our attract stude
n our studeOur busines
d perception students. At trate.
ct offerings yrvices may ain turn may a
N LIMITED
lease or and could ognizance
on page period of
esee any
bution of dversely
entity i.e. usinesses dentify or offered to sees may unable to volumes
ther, our ay not be While we e able to ntain and affect our
urse and esults of
ng i.e. our level of
ith newer oing basis affect our
ract new ability to
ents may
nts. As a ss heavily
amongst the same
yet failure act as an adversely
13. losses. We havBusinesobtainedBurglaryCoveragFurther, maintaincoveredbe adve Further, coveragif not coresult in 14. revenue
Our custerminatcommitmdecisionare outsbusiness 15. Accordimeaning Our comacadembusinessholidaysWhereasassessmduring trevenuebusiness 16. regulatorequiremprospecto opera At preseWhile wlegislatioHowevesome ofare requrelevantmaintainoperatio
Insurance
ve maintaines Overview-d some impoy Policy for ge, Data Ser
there can ned by us wi by insurancrsely affecte
though we e has been tvered underan unforese
Terminatioes and profi
stomers typicted with or ment to a sns and actionside our conts may be adv
Our busineingly, half ygful.
mpany is woic schedule s may expe
s, festive ses during th
ments etc. ththe remainine trend for ths activities m
While we ory or legaments and cts. Howeveate.
ent, the segmwe are not inon, if any ser, we have of these approuired to renet authorities wn or obtain tons and may
coverage o
ed insurance-Insurance Portant insura
Office premrvers Protecbe no assull be met full
ce or exceedsd.
have enteretaken for anyr the policy oeeable loss.
on of agreemtability.
cally retain without propecific volumns of our cusrol that mighversely affec
ess is linkeyear to half
orking in edbeing follow
erience higheeasons and/he period he demand fng period. Ahe whole finamay cause flu
are currenal framewocosts, whicer, to run ou
ments in whn a position uch regulati
obtained all povals are graew such perwill issue anythe requiredhave a mate
btained by u
e coverage Policies” on nce policies
mises, Mediction Policy a
urance that y, in part or s our insuran
ed into term y third party lor which is no
ments/arrang
us on a noviding any me of businstomers, andht result in thcted if any of
d to the acyear compa
ucation sectwed in differer revenues /or internal encompassinfor our servi
Accordingly, oancial Year. uctuations in
ntly not suork introduch may adveur business
ich we operto predict thon or legisl
permits and lanted for fixermits, licensey of such pe
d permits or erial adverse
25
us may not
of our assepage no 96like Keyman
claim & Emand ECGC Cany claim uon time. In t
nce coverage
contracts wliability. In caot being claim
gements wit
on-exclusive prior notice.ess or futur
d there are ae termination
f our contract
cademic cycarisons of o
tor and demrent educatio
varies fromassessment
ng school ces is low, tour revenueThe prioritieour results o
ubject to euced in theersely affecs, we requir
rate are not he likelihoodation is noticenses, whid periods of es and apprmits or apprapprovals i
e effect on ou
HUMadequately
ets as specif6 of this Pron Insurance
mployee ComCover Policyunder the ethe event wee, our results
ith few of ouase of any mmed by the c
th Custome
basis. Many. Additionallyre work. Oua number of n of an assigts are termin
cle and is, our enrolme
mand for ouonal institute
m season to t schedules holidays, fe
the demande in one hales of educatiof operations
extensive Ge future mct our businre certain re
subject to e, timing or cified, we maich are adeqtime and nerovals. Therrovals in timen time may
ur business.
MMING BIRD y protect us
fied in sectiospectus. Ho
Policy, Stanmpensation y for Export existing insue suffer loss os of operation
ur franchiseeishap, the liacontracted pa
rs, could ne
y of our cliey, most of r business ifactors relati
gnment or theated by our c
therefore, snts and cas
r product ofes. The peri
season depof the edu
estive seass for our sef may not aon sector an
s and financia
Governmentmay increasness, resultsegulatory pe
extensive Gocontent of anay be affectuate to run oed renewal fe can be noe or at all. Fa
result in th
EDUCATIONagainst unf
ion titled “Aowever, we ndard Fire, PPolicy, DataGoods Credrance policior damage tns and cash
e holders, yeability and tharty (franchis
egatively im
ent contractsour clients is dependening to our cle loss of a ccustomers.
seasonal insh flows ma
fferings is siod during wpending upoucational inssons and/orrvices remaaccurately rend its impacal conditions
tal regulatise our coms of operatiermits and a
overnment reny such reguted in varioour businessfrom time to o assuranceailure by us t
he interruptio
N LIMITED foreseen
About Us-have not
Perils and a Breach ditors etc. es being hat is not flow may
et no risk e benefit, see) may
mpact our
s can be carry no
nt on the ients that lient. Our
n nature. ay not be
subject to which our on school stitutions.
internal in steady eflect the ts on our
s.
ion, any mpliance ions and approval
egulation. ulation or us ways. . Further, time. We
e that the to renew, on of our
17. Act, 20prosecuthe com Our Comlisted he
(a)
(b)
(c)
(d)
(e)
(f)
AlthoughCompanof abovefinancialintends t 18. contrac We havemay be respect it may bmade indispute 19. busines We depare subjcompute
Our Compa013 and othution agains
mpany to tha
mpany has nereinafter:
During the inother relevarespect of finthe benefit documents wCompany hDecember 1attached thedated JanuaIn case of a repaid in fulwith the conCertain of Oagreement, Indian Stamenforce its rwith a third pThough the relevant proexemption lobtained regAlso in somebeen paid by h no show cany till date, ine, penal actls of our Coto file an app
The laws octs may be s
e entered ingoverned byto disputes aecome unfea
n such suitsresolution m
Any disrupss, results o
end extensivject to damaer viruses, ha
any has noher statuesst the Compat extent.
not complied
nitial years oant documennancial yearsof Compan
with ROC anhad made in12th, 2018 foereto, for whary 21st, 2019
secured loal, relevant focerned RegiOur Companrent agreem
mp laws. In trights under party. Company w
ovisions of elimit for thegistration nore cases the y the Compa
ause notice n the event otions may bempany shallplication for c
of various csubject to th
nto contractsy the laws of arising out ofasible for ou. Further, wechanisms o
ption in ouof operations
vely on the age or incapacking, acts
t complied . Such non
pany and its
d with certain
of our operatints with the s 2010-11, 2ny Law Setnd was consenadvertentlyor approval hich revised 9. n amounting
orms relatingstrar of Comny’s agreem
ment, etc. mahe event of such agreem
as required terstwhile Sere financial yr paid any Seforms have
any.
have been isof any cognize taken aga be affected
compounding
countries gohe exclusive
with severacountries in
f such contrar Company t
we may also outside India
ur informatis and prosp
capacity andpacitation byof terrorism a
26
with certain- compliandirectors w
n statutory p
ions, we couconcerned
2011-12 and ttlement Schequentially g
filing of e-of the Initiae-form MG
g to Rs.4,50,g to creation mpanies. ments, includay not have b
any such irments, busin
to get itself rrvice Tax Acyear 2012-13ervice Tax orbeen filed be
ssued in reszance being ainst the Cod. Also, w.r.t g
overn our ce jurisdiction
al entities locn which suchacts may be to manage s
incur signif.
ion technopects.
d reliability oy natural disand similar e
HUM
n statutorynces / laps
which could
rovisions of
uld not have Registrar o2012-13. Ho
heme, 2014ranted a certform MGT-1
al Public IssuT-14 have b
000/- againsand satisfac
ding, but notbeen adequarregularity, thnesses or pro
registered anct, 1994 (du3 onwards),r GST till Novelatedly with
spect of aforetaken by thempany and point no. c
contracts ann of courts s
cated outsideh foreign entiinstituted in uch litigationficant litigatio
logy system
of our informsasters, humevents or the
MMING BIRD
provisionsses may attimpact the f
the Compan
submitted ouof Companieowever, the c
by submitttificate of imm14 vide SRNue with sombeen filed vi
st a motor vection of charg
t limited to, ately stampehe Companyoperties in th
nd pay tax ine to turnove yet the Covember 15th, ROC for wh
ementioned ie concerned its directorsmentioned a
nd disputessituated in s
e Indian terrties are so locourts situat
n or obtain enon costs as
ms may ad
mation technoman error, poe loss of supp
EDUCATION
s of the Cotract penalfinancial po
nies Act, 201
ur annual retes (ROC) oncompany hating all the munity. N H3423859
me wrong doide SRN H4
ehicle which ge has not b
franchisee ed or registery may not bhe event of a
n accordanceer in excessompany had 2018; and
hich delayed
instances agauthorities i
s, in such evabove, our C
s arising frosuch countr
ritory. Such ocated Lawted outside Inforcement oa result of
dversely af
ology systemower loss, sport services
N LIMITED
mpanies ties and
osition of
13 as are
turns and n time in
ad availed relevant
92 dated ocuments 42599910
has been been filed
business red under e able to a dispute
e with the of basic d neither
fees has
gainst the n respect vents the Company
om such ries.
contracts suits with ndia, and of awards pursuing
ffect our
ms, which sabotage, s from
third paimperatiand shadamageour busi 20. relationoperatio The pubthe Cominherentresults o
•
•
•
21. of schouniversmaintaiby the Cbusines Our Comof entry populari/ collegeit operatvalue prenhancicompetit Our Comconsisteway. It iinstitutescollegesat a con
rties. Considve for us to
aring cannot e to, our infoness and fin
The publicn to distribuons and pro
blication andmpany’s brant to such buof operations
The Companand circulatiand direct sdirectly. Theagents/dealeaffecting sal
The franchisalso distribucommissionstheir favorinengage franand sell thesupply of Cothe publicati
The Compasignificant p
Our Compaols / collegeities / institn a high levCompany toss and reven
mpany believin its markety of the pro
es / universitite and furtheroposition tong our Comtive products
mpany has gent endeavouis important s on the qua
s/universitiessistent rate.
dering the nhave a robube integrate
ormation techancial condit
ation and cution and reospects may
content devnd, its own siness, inclu
s and prospe
ny rely on anon of its pubsales agentse Company’sers could rees returns an
sees and dirute publicatios or incentivg the compechisees and
e Company’sompany’s puons and adv
any may berice competit
any depend es / universutes dependvel of qualito retain or atnues.
ves that branet. Companyducts and seies / instituteer build its ro customers.mpany’s bras and service
gained trust ur to serve ththat our Co
ality of its pr/institutes an
nature of ouust informatioed and/ or whnology systtion.
content devesearch. If y be adverse
velopment ispublication
uding as descts:
n extensive nblications ands/dealers as s inability or sult in delaynd inventory
ect sales agons for the Ces to our fraetitors over direct saless publicationblications to
versely affect
e significanttion from the
on its branities / instituds upon varty of its prottract schoo
nd recognition’s business ervices provis. Our Compeputation by. As the maand will beces provider re
of its customhe needs of mpany retairoducts & send increase t
27
ur business on technologwe experienctems, it may
velopment any such rely affected.
s an incidenhouse internscribed below
network of frad test series.
per their ddelay in pro
y or inabilityy;
gents/dealersCompany’s cnchisees anthe Compan
s agents/deans and condits custome
t the busines
tly impactede competitors
nd recognitioutes servicerious factor
oducts and sols / college
n is importanheavily relieded by it andpany’s attemy maintainingarket becomecome criticaelating to ed
mers and havits customern this trust pervices. Our the number o
HUMand the indgy platform. ce any defe adversely a
is subject risks materi.
tal activity tonally, exposew, which ma
anchisees an. The Compaemands, an
oviding booky to sell its t
s are retainedcompetitors. d direct saleny. Additionalers on mutuduct of testsrs which ma
ss and financ
d by studens of the Com
on. Its abilited by it and rs includingservices at
es / universi
nt for its busis on its repud its visibility
mpt to retain itg quality andes increasinl to ensureucation solut
ve built up itrs in a timelyplaced by thCompany m
of colleges/u
MMING BIRD ustry in whiIf our data cct or disrupt
affect our op
to several alize, our b
o our businees the Comay adversely
nd direct saleany supply itd they distrs to franchisitles to retai
d on an exclIf the comps agents/ de
ally, if the Cually agreeabs it may sigy lead to a d
cial condition
nts’ price-sepany.
ty to retain tattract new its reputaticompetitiveties / institu
ness due to utation as wey and perceptts position in constantly sgly competit that it contions.
ts reputation y manner andhe schools/comust also coniversities/in
EDUCATIONich we opercapturing, prtion in the u
perations and
risks, inclubusiness, re
ess, conductpany to cert
y affect our b
es agents fots titles to fraribute its pubsees and diril customers
lusive basis petitors proviealers, it may
Company is uble terms to gnificantly didecline in then;
ensitivity as
the presentw schools / c
ion and its ae prices. Anutes may im
relatively lowell as the qu
ption amongsn the industrystriving to imtive, maintaintinues to r
with time thd in the bestolleges/ univ
ontinue to attnstitutes serv
N LIMITED rate, it is rocessing use of, or d thereby
uding in esults of
ed under tain risks business,
r the sale anchisees blications rect sales , thereby
and they de better y result in unable to distribute srupt the
e reach of
well as
t number colleges / ability to
ny failure mpact our
w barriers uality and st schools y in which
mprove its ning and remain a
hrough its t possible versities / tract new viced by it
Prospecits existbusinessservicesare consstandardservicesaffect its Failure tto reducnegativecollegesits busin 22. financia Our abiaccompmanageeffectivedistributoeffectiveeffect ostrategiegiven thto use w 23. do so in Our ComGroup atransactnot haverelated pthe futurhave ansection t 24. majorityoutcom Post thisequity swill contthe outcelection Associatdeterring In additiomay conand we performa
ctive clients gting clients. s, any decre
s or delay in sistently provd products as provided bys reputation a
to maintain action of benee publicity s/universitiesness and resu
If we are ual objectives
lity to achielish business
e new emploely accommoors will cont
ely. Our failun our busines used by uat our analys
will be succes
Our Compan the future.
mpany has eand/or promtions have bee been achieparties. Furtre. There can
n adverse efftitled “Financ
Our Promoy control ov
me of matters
s Issue, ourhare capitaltinue to exerccome of any
of memberstion. Such ag a change in
on, our Promnflict with, oucannot assu
ance or the p
gain awareneWhile our C
ease in the nits expansio
vided with inaand servicesy us which and consequ
and enhanceefits from itsagainst us /institutes wults of opera
nable to sos.
eve our finans opportunitioyees, expaodating our tribute to theure to sourcness, financius in the futusis of marketssful under v
any has ente.
entered into fmoter entitieeen conducteved on morhermore, it in be no assufect on our ficial Statemen
oters and mver our Coms submitted
r Promoters . As a resultcise a signifiy proposal ths to our Boaa concentratin control of o
moters will cour interests oure you that price of our E
ess of our CoCompany stnumber of coon plans mayaccurate or o, they may bmay in turn
uently its bus
the Compans products a
may advehich shall cotions.
ource busine
ncial objectivies. To grownd our distrgrowth. How
e success oce business al condition re may be dt conditions a
various marke
ered into ce
few related pes last threeed on the arre favourables likely that urance that snancial condnts” beginnin
members ofmpany even
to shareho
and Promott, our Promocant degree hat can be aard, in accordon of ownerour Company
ontinue to haor the interesuch action
Equity Share
28
ompany’s prtill believe tholleges/univey lead to sloout-dated probecome dissdilute the C
siness.
ny’s reputatioand services ersely impaonsequently
ess opportu
ves will depw our busineribution chawever, we c
of our busineopportunitieand results
ifferent from and other daet conditions
ertain relate
party transace years. Wrm’s length be terms had our Compan
such transacdition and reng on page n
f the Promoafter the Iss
olders for ap
ter Group woters, togethe
of influenceapproved bydance with trship may aly.
ave the abilityests of some ns will not haes.
HUMroducts and shat it has aersities/instituowdown in itoducts and ssatisfied with
Company’s b
on or any acby the colle
act its abiliaffect the br
unities effec
pend on ourss, we will nnnel and tocannot assuess or that w
es effectivelys of operatiothose prese
ata or the strs.
ed party tran
ctions with ouWhile our Cbasis, there csuch transa
ny will enter ctions, individsults of operno 129 of thi
oter Group sue which wpproval.
ill collectiveler with the m over the Coy a majority the Companso have the
y to cause usor all of our
ave an adve
MMING BIRD services thro
achieved reautes which as growth and
services, or ah the qualityranding and
tual or perceeges/universty to retai
rand reputati
ctively, we m
ability to idneed to hire,
implement ure that any we will imple
y could haveons. It is alently in use. Nategies that
nsactions a
ur Promotersompany becan be no asctions not beinto related
dually or in thration. For des Prospectus
will continwill allow the
y own 73.41members of ompany and w
shareholderies Act, 201effect of de
s to take actior creditors o
erse effect o
EDUCATIONough interactasonable scaavail its prodd scale. If o
are provided y of the prodd materially a
eived reasonsities/instituten and attrion and cons
may not ach
dentify, eval, train, supersystems ca
y such emplement such e a materiallso possible No assurancwe may use
and may con
s, Directors, lieves that ssurance thaeen enteredparty transa
he aggregateetails, pleass.
nue jointly tem to deter
1% of our pthe Promotewill be able tr vote, inclu3 and our A
elaying, prev
ons that are or other sharn our future
N LIMITED tions with ale in its ducts and ur clients with sub-
ducts and adversely
s leading es or any ract new sequently
hieve our
uate and rvise and apable of oyees or systems
adverse that the
ce can be e in future
ntinue to
Promoter all such
at it could into with
actions in e, will not e refer to
to retain mine the
ost issue er Group, to control ding, the
Articles of venting or
not in, or eholders, financial
25. and expPromote Throughincreasestrengthstrategie Our ProAccordinPromotethem ea 26. retain o Our sucfor senioteam meof our kedo not mor other 27. Promoteextent o Our Proof the Eqthe direcentered titled “OTransac 28. by our P
Our Comnamed “engagedNon-Comour Com As a resand our In casesinterestsexisting with oursresults o For furthbeginnin 29. than the
Our Promoperience in ers remain a
h this issue e its asset bh. Our Compaes.
omoters havngly, our peers is unableasily or at all.
Our succesour key pers
cess dependor employeeembers or atey team may
maintain key key personn
In additioners, our Dirof their shar
moters, Direquity Sharesctorship in Hinto the Comur Promoter
ctions”, begin
There may Promoters c mpany is en“Onmouseclid in the busmpete Agree
mpany.
sult, conflictsother Promo
s of conflicts. There canbusiness or s. Any such
of operations her details png on page n
The average issue price
oters play keoperating oassociated w
Our Compabase in orderany will be se
ve been acerformance e or unwilling
Financial im
ss dependsonnel.
ds on the coes in the induttract and rety adversely man‘s life in
nel.
n to normal rectors and reholding, a
ectors and Kes held by themHummingbirdmpany and it
and Promotnning on pag
be potentiacum Directo
ngaged in cick.com” of winess of proement with th
s of interests oter Group Et, our Promon be no assu
any future bpresent and
s and financia
please refer no 123 of this
ge cost of e.
ey role in ouour businesswith us.
any propose r to take theeverely depe
ctively involvis heavily d
g to continuempact of the a
largely on
ntinued servustry is intentain new senaffect our busurance for o
remuneratiKey Managnd dividend
ey Managemm, or their re Education Lts Promoter ter Group”, Ces 123, 55, 1
al conflict ofor.
conducting Owhich our Prviding ERP he said partn
may arise inEntities in suoters may faurance that obusiness tha future conflial condition.
to section ts Prospectus
acquisition
29
ur functionis and theref
to get listee Company endent on its
ved in the dependent ue in their preaforesaid risk
our senior
vices and pernse and we nior team meusiness, resuour Promote
ion or benegerial Persod entitlemen
ment Personnelatives, dividLimited. OurGroup. For f
Capital Struc109 and 156
f interests b
Olympiads foromoter cumsoftware to
nership firm
n allocating buch circumstaavour our Gour Promoteat we may unicts could ha
titled “Abouts.
of Equity S
HUMng and we hfore, it is cr
d on the SMto the next
s promoters t
day to dayupon the sesent positionk cannot be r
managemen
rformance ofmay not be
embers in theults of opera
ers, senior m
efits and reinnel are int
nts etc.
nel are deemdend entitlemr Promoters further inform
cture”, “Our M respectively
between our
or school stm Director Sh
schools. Funot to engag
business oppances where
Group Entitieers/Promoter ndertake or tave a materia
t Us- Our P
Shares by o
MMING BIRD heavily rely ritical for ou
ME Platformlevel of opeto effectively
y operationsrvices of oun, we may nreasonably q
nt and our a
f our key emable to retae future. The
ations and finembers of ou
imbursemenerested in o
med to be intments, , and bare intereste
mation, pleasManagementy of this Pros
r Company a
udents and h. Nitesh Jainrther, we hage in busines
portunities ame our respectes in which
Group will nthat their inteal adverse ef
romoters an
our Promot
EDUCATION on their kn
ur business
m of BSE anrational and
y implement i
s and manaur Promoter
not be able toquantified.
ability to att
mployees. Coin our existine loss of anynancial condur managem
nt of expenour Compan
terested to tbenefits deried in the transe refer to tht” and “Relaspectus.
and entity p
the partnern is a 50% p
ave not execsses similar
mongst our Ctive interestsour Promot
not competeerests will noffect on our b
nd Promoter
ters could b
N LIMITED nowledge
that our
nd further financial
ts growth
agement. rs. If our o replace
tract and
mpetition ng senior y member dition. We ment team
nses, our ny to the
he extent ving from nsactions e section
ated Party
promoted
rship firm partner is cuted any to that of
Company s diverge. ters have e with our ot conflict business,
s Group”
be lower
Our ProIssue Praverage19 of thi 30. managenot appbased o The fundProspecfinancialcurrent entirety revise odeploymBoard ocannot athe Issumay be any sucrevenue 31. funds amonitor As per Ssize aboutilizatioIssue prproceedof the au 32. financiarestricti We mayAs a resdeclaratdepend operatioarrangem Additionthat our Companor has m Accordinappreciaappreciano. 128 33. loans taterms o
omoters’ averrice of the sh
e cost of acqs Prospectus
The Objecement estimpraised the on the param
d requiremenctus is basedl institution obusiness plaor at all. In vour busines
ment of the ff Directors a
assure that thue” will not v
on account h event may
es and earnin
There is nare at the dired by the A
SEBI (ICDR)ove Rs. 10,0
on of Issue proceeds. Furts to the BSE
udit committe
Our abilityal conditionive covenan
y retain all ousult, we may tion and payon factors th
ons financialments.
nally, we mayCompany m
ny has paid amade satisfac
ngly, realizaation of the pate in value. of this Prosp
Our future aken by us,
on which the
rage cost of hares proposuisition of Eqs.
cts of the mates and a
same. The meters as m
nt and deplod on the estimor any othean. We cannview of the his plan fromfunds as staand is not suhe actual co
vary from theof one or mo
y delay our bngs.
no monitorinscretion of
Audit Comm
) Regulation000 Lacs. Hroceeds. Hother, our Co
E and shall aee public.
y to pay din, cash flonts in our fin
ur future earnnot declare
yment of divhat our Boarl condition,
y not be permmay enter intoall the dues ctory provisio
ation of a gprice of our E
For details pectus.
funds requ may be pre
ey are event
acquisition osed to be offequity Shares
Issue for wny bank or deployment
mentioned in
oyment, as mmates of our r independenot assure thghly compet
m time to tated under cubject to monsts or schede estimated ore factors, sbusiness plan
ng agency our Managittee.
s, 2018 appHence, we however, the ampany shall also simultan
ividends inows, workinancing arra
nings, if any,dividends in
vidends will rd of Directocash requir
mitted to deco future, if theto the lenderons thereof.
gain on shaEquity Shareregarding ou
irements, inejudicial to tually raised
30
of Equity Shfered though s by our Prom
which fundr financial int of funds i
n the chapte
mentioned in managemen
ent agency. hat the curretitive and dyntime and cochapter “Objenitoring by aule of implemcosts or schsome of whicns and/or m
appointed ement and
pointment of have not apaudit commitinform abou
neously make
the futureng capital
angements.
, for use in ththe foreseeabe at the d
ors deem relrements, bu
clare any divere is a defar up to the d
areholders ies. There canur dividend
n the form othe interest
d.
HUMhares in our
this Prospecmoters in ou
ds are beinnstitution on the projer titles “Obj
the “Objectsnt and has noThese fund ent businessnamic natureonsequently ects of the
any external mentation ashedule of imch may be bay have an a
by our Comour Board o
monitoring apointed a mttee of our But material dee the materia
e will depenrequireme
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nt has been routside of
cating territorndered by ths amended, in respect o
Our Compny under the
mpany has nhe U.S. Invent companivestment Co
of disintere
ociation, the d proceduree that wouldlaw may no
ions. Investothan as share
may not be a
including ouand, are res
sons are locavice of proceagainst them
ch Directors e Director uaward damaan court wouIndian publico obtain the
recognition urisdictions. tion with reciforeign judgm, on a statu
s that foreigxcept:
ent has not bent has not bs on the faceor a refusal tedings in whent has been
ment sustainsCode of Civocument purounced by a c
sumption ma Code of Crendered by India which
ry, it may be he relevant cis applicablef taxes, othe
pany is not,e U.S. Invest
not been anvestment Coies, our Comompany Act,ested directo
composition es, directors’d apply to comot be as extors may haveeholders of a
able to enfo
ur Chairmansidents of Indated in India
ess on us or m judgmentsincluding ou
under the lawages on the suld enforce juc policy. In adprior approva
and enforceIn order to bprocity mustments is provutory basis. gn judgmen
een pronounbeen given oe of the proceto recognize
hich the judgmn obtained bys a claim fouvil Procedureporting to becourt of com
ay be displaCivil Procedu
a superior ch the Centra
enforced in court in Indiae only to moer charges of
, and does tment Comp
d does not ompany Act mpany will no including pors, provide
36
of our Boar fiduciary dumpanies incotensive as se more difficua corporation
orce a judgm
n cum Manadia and subsa. As a resulsuch person
s obtained inur Chairman ws other thasame basis audgements iddition, any al of the RBI
ment of judgbe enforceabt meet certavided for undSection 13
ts shall be
nced by a coon the merits eedings that the law of In
ment was oby fraud; and
unded on a be, 1908, as e a certified petent jurisd
aced by provure, 1908, acourt, within tal GovernmeIndia by pro
a. However, netary decref a like nature
not intendpany Act an
intend to beof 1940, a
ot be subjecprovisions th
limitations
HUM
rd of Directouties and liaorporated in shareholdersulty in assertn in another j
ment of a for
ging Directotantially all ot, it may not
ns from their n courts outscum Manag
an Indian Laas a foreign f it viewed thperson seek to repatriate
gments in civble, a judgmin requiremeder Section 1
of the Code conclusive
urt of compeof the case; the judgmen
ndia in casesbtained were
breach of anyamended,
copy of a fordiction, unles
ving that theas amendedthe meaningent has by oceedings in
Section 44Aees not beinge, or of a fine
d to becomend related ru
ecome registas amendedct to the vastat require inon leverage
MMING BIRD
rs and Indiabilities, and other jurisdi
s’ rights undting their righurisdiction.
reign court a
r, and Chiefof our assets
be possible respective ju
side of India ging Director w. Moreovercourt if an a
he amount ofking to enforce any amoun
vil and commment from ceents of the ci13 of the Codde of Civil P regarding
etent jurisdict
nt is foundeds to which suopposed to
y law then in a court in Ireign judgmes the contrar
e court did n, provides t of that Sectnotification execution as
A of the Codg of the same or other pe
e, regulatedules.
tered as an d. Accordingt majority of nvestment c and limit t
EDUCATION
n laws goveshareholder
ictions. Sharder the lawshts as shareh
against us.
f Executive and the ass
e for investorurisdictions opredicated
r and Chief Er, it is unlike
action were bof damages ece a foreign jnt recovered.
mercial matteertain specifieivil code. Rede of Civil PrProcedure, any matter
tion;
d on an incoruch law is apnatural justic
force in Indndia shall, ent, presumery appears o
not have jurthat where ation, in any cdeclared to s if the judgm
de of Civil Prme nature as
nalties.
d as an inv
investment gly, unlike r
the provisiocompanies totransactions
N LIMITED
erning our rs’ rights, reholders’
of other holders in
Officer & ets of the
rs outside outside of upon our
Executive ely that a brought in excessive judgment
ers with a ed courts
ecognition rocedure, 1908, as r directly
rrect view pplicable; ce;
ia. Under upon the e that the n record.
risdiction. a foreign
country or be in a
ment had rocedure, amounts
vestment
company egistered
ons of the o have a between
investmeapplicab If our Colaw or osubstantand finaregister or otherwentitled t Our CoCompanCompanSection the ownwho areSecuritiesection t 58. entities The Volcinterest and exedefinitionexceptiofor purpoVolcker (i) any U(ii) any c(iii) any Internaticommerthe U.S.clauses There mthe abseand the Volcker Each invVolcker retain onone ofrepresenour Comthe futur
ent companble to our Co
ompany wasotherwise, thtial costs an
ancial performas an invest
rwise void thto withdraw t
mpany is reny Act to avony Act and re3(c)(7) of thership and t
e in the Unites Act), whictitled “Issue R
U.S. regulato purchas
cker Rule gein, sponsorin
emptions. Asn of an “invon provided uoses of the VRule:
U.S. insured dcompany thanon-U.S. coional Bankinrcial lending Bank Holdin(i), (ii) or (iii)
may be limitaence of an a
banking enRule restrict
vestor must Rule and, ifur Equity Shf our Compantation to an
mpany under re.
ies and thempany.
s to become he various rnd burdens omance. Moretment compaeir contractstheir investm
elying on thoid being reqelated rules.
he U.S. Invesransfer of Eqed States och may mateRelated infor
ation of inve our Equity
enerally prohng or having s we are revestment counder sectioVolcker Rule
depository inat controls anmpany that i
ng Act of 19office in the ng Company).
ations on thepplicable Vo
ntity status otions could n
make its owf applicable, hares. Invesany, the Many prospectivr the Volcker
eir affiliates.
subject to thestrictions imof complianceover, partiesany under thes with the un
ment.
he exemptiouired to regis. In order to stment Comquity Sharesr who are Uerially affect rmation” on p
vestment acy Shares.
hibits certain certain relat
elying on anompany” undon 3(c)(7) thee. The follow
nstitution, n U.S. insures treated as
978 (i.e., a U.S.) and (iv
y Act, other th
e ability of balcker Rule ex
of potential pegatively affe
wn determinthe potentiators are res
anagers or ave investor o
Rule, or to s
37
None of th
he U.S. Invesmposed by ce therewith,s to a contrae U.S. Invesnregistered e
on provided ster as an invhelp ensurepany Act, ou
s by any persU.S. Persons
your ability tpage no 191
ctivities ma
banking enttionships wit analysis th
der the U.Sereof, our Co
wing would be
d depositorya bank holdnon-U.S. cov) any affiliahan a covere
anking entitiexemption. Cpurchasers oect the liquid
nation as to al impact of tsponsible forany other por holder of osuch investo
HUMese protecti
stment Comthe U.S. Inv could adve
act with an etment Comp
entity, and sh
by Section vestment coe complianceur Companysons acquirin
s (as definedto transfer o of this Pros
y negativel
tities from ach covered fu
hat our Com. Investmenompany maye considered
y institution, ding companyompany that te or subsidied fund that
es to purchaonsequentlyof our Equit
dity and mark
whether it isthe Volcker r analyzing terson conneour Equity S
or’s investme
MMING BIRD ons or rest
pany Act becvestment Corsely affect
entity that haany Act mayhareholders
3(c)(7) of mpany undee with the ex
has implemng our Equitd in Regulatiur Equity Shpectus.
y affect the
cquiring or rends, subject
mpany does t Company y be consided a “banking
y for purposemaintains a
iary of any ois not itself a
se or retain , depending y Shares fro
ket value of o
s a banking Rule on its aheir own regected with th
Shares regardent in our Co
EDUCATIONtrictions is o
cause of a company Act,our operatin
as improperlyy be entitled in that entity
the U.S. Iner the U.S. Inxemption pro
mented restrity Shares in ion S under hares. Please
e ability of
etaining an ot to certain enot come wAct becaus
ered a “cove entity” subje
es of Sectiona branch, a
of the foregoia banking en
our Equity Son market c
om time to our Equity Sh
entity subjeability to purgulatory poshe Offer ma
rding the treaompany at an
N LIMITED or will be
change of and the
ng results y failed to to cancel y may be
vestment vestment
ovided by ctions on the Offer the U.S.
e refer to
banking
ownership xclusions
within the se of the red fund” ect to the
n 8 of the gency or ing under tity under
Shares in conditions time, the hares.
ect to the rchase or sition and akes any atment of ny time in
PRESENT
PIssue of Eour Comp
Of which:Market MaPortion
Net Issue
Pre and PEquity Shprior to thEquity Shafter the IObjects o
*Since pof Regu
(a)
(b)
(c)
Explanaproportio Our Comabove, a
T ISSUE IN T
Particulars Equity Sharepany
: aker Reserv
to the Publ
Post Issue Shares outstahe Issue hares outstaIssue
of the Issue
present issuelation 253 of Minimum of made availa Remaining nfor allotmenBodies/ Insti The unsubsallocated to
ation: If the onate basis,
mpany shall at least 15%
TERMS OF
es by IssuepriceRs.12
vation Issueof RsEquit
lic* IssuepriceRs.12 Of w77,00Rs.13EquitReta 77,00Rs.13Equitother
Share Capitaanding 4,50,
anding 6,13,
Pleaspage
e is a fixed prf the SEBI (IC
50 % of theable for allotm
net offer of shnt to Non-Insitutions.
scribed portiothe applican
retail individthe retail ind
ensure that of net offer
SECTION
THE PROSP
e of 1,63,000 of Rs.13222.00 per Eq
e of 9,000 Eqs.132.00 per ty share) agg
e of 1,54,000 of Rs.13222.00 per Eq
which: 00 Equity S32.00 per Ety share) aggil Individual I
00 Equity S32.00 per Ety share) aggr than Retail
al of our Com,000 Equity S
,000 Equity S
se refer Sece 73 of this P
rice issue, thCDR) Regula
e net offer ofment to retail
hares to the stitutional Inv
on in either nts in the othe
dual investordividual inves
out of total of shares to
38
N IV- INTRO
THE ISSUE
PECTUS
Det0 Equity Sh
2.00 per Eqquity share) a
quity Sharesr Equity Shargregating Rs
0 Equity Sh2.00 per Eqquity share)
Shares havinEquity Share gregating RsInvestors.
Shares havinEquity Share gregating RsIndividual In
mpany Shares
Shares
ction titled “PProspectus.
he allocation ations, 2018
f share to th individual in
public (i.e. 7vestors, inclu
of the cateer category.
r category isstors shall be
allocated shthe public sh
HUMDUCTION
E
tails of Equiares having quity Share aggregating
s having facere (including s.11.88 lakhs
ares having quity Share aggregating
ng face valu(including a
s. 101.64 lak
ng face valu(including a
s.101.64 lakhnvestors.
articulars of
in the net ofshall be mad
he Public (i.envestors; and
77,000 Equityuding Qualif
gories speci
s entitled to e allocated th
hares to the chall be alloca
MMING BIRD
ity Shares face value (including
Rs.215.16 la
e value of Rsa share pre
s.
face value (including
Rs.203.28 l
e of Rs.10.a share premkhs will be av
e of Rs.10.a share premhs will be av
the Issue- O
ffer to the pude as follows
e. 77,000 Eqd
y Shares) shfied Institutio
fied in (a) o
more than hat higher pe
categories sated to Non-
EDUCATION
of Rs.10.00a share p
akhs.
s.10.00 eachemium of Rs.
of Rs.10.00a share p
akhs.
00 each at mium of Rs.vailable for a
00 each at mium of Rs.vailable for a
Objects of the
blic categorys:
quity Shares)
hall be made on Buyers, C
or (b) above
allocated percentage.
specified in c-Institutional
N LIMITED
0 each at apremium of
h at a price.122.00 per
0 each at a premium of
a price of122.00 per
allocation to
a price of122.00 per
allocation to
e Issue” on
y in terms
) shall be
available Corporate
e may be
ortion on
clause (b) Investors
and not Mutual F Notes: Tamendepassed section 05.12.20
more than 5Funds.
This Issue ised from time
at its meeti62(1)(C) of t018
50% shall be
s being madto time. The ng held on the Compan
e allocated to
e in terms oIssue has be01.12.2018, ies Act, 201
39
o Qualified In
of Chapter IXeen authoriz and by the3, vide a sp
HUMnstitution Bu
X of the SEzed by the Boe shareholdeecial resolut
MMING BIRD yers includin
BI (ICDR) Roard of Direcers of our Cotion passed a
EDUCATIONng allocation
Regulations, ctors vide a rompany, puat the EoGM
N LIMITED
of 5% to
2018, as resolution rsuant to
M held on
Particul
I. EQUITSharehoShare CReserveMoney warrantsShare PendingNon CuLong-terDeferredOther LoLong-terCurrentShort-teTrade POther CShort-teTotal II. AssetNon CuFixed as(i) Tangi(ii) Intan(iii) Capi(iv) IntDevelopNon CuDeferredLong-teAdvancOther NCurrentCurrent InventorTrade RCash anShort-teOther CTotal
REST
lars
TY AND LIAolder's Fund
Capital es and Surplu
received ags
Applicatiog Allotment rrent Liabilirm Borrowingd tax liabilitieong Term Liarm Provisiont Liabilities rm Borrowinayables urrent Liabilirm Provision
ts rrent Assetsssets ible Assets
ngible Assetsital Work-In-Ptangible Aspment rrent Investd Tax Asset
erm Loaces Non Current t assets Investments
ries Receivables nd Cash Equrm Loans anurrent Asset
SUMM
TATED SUM
BILITIES ds
us gainst share
on Money
ities gs
es (Net) abilities s
gs
ties ns
s
s Progress ssets Unde
tments ts (Net) ans and
Assets
s
ivalents nd Advancess
MARY OF OU
MMARY STA
30-0
45.038.1
e -
y -
----
--
19.2-
102.
3.8--
er -
-0.7
d -
-----
92.8 5.0
0.0102.
40
UR FINANCI
ATEMENT O
09-2018 31
00 16
21
.37
80
72
82 00 03 .37
HUMIAL INFORM
OF ASSETS A
As1-03-2018
1.00 16.38
-
-
- - - - -
1.84 6.10 4.00
29.32
4.08 - - -
- 0.69
-
- - - -
3.36 18.07 3.09 0.03
29.32
MMING BIRD MATION
AND LIABIL
s at 31-03-20
1.00 5.81
-
-
0.43
- - -
0.43 19.84 6.85 2.39
36.75
6.09 - - -
- 0.59
-
- - - - -
29.67 0.40
- 36.75
EDUCATION
LITIES ANN
(Amoun
017 31
11
2
5
61
1
8
0
305
1
N LIMITED
EXURE-I t in Lacs)
-03-2016
1.00 1.35
-
-
2.04
- - -
5.68 -
6.85 1.13 8.05
8.26 - - -
- 0.24
-
- - - - -
3.76 0.34 5.44 8.05
Note-: Trestated
The above s summary, p
statement shprofits and lo
hould be reaosses and ca
41
ad with the ash flows app
HUMsignificant a
pearing in A
MMING BIRD accounting p
Annexures IV
EDUCATIONpolicies and
V, II and III.
N LIMITED
notes to
Particul
Revenue(Gross) Less: ExNet RevOther inTotal ReExpenseDirect EEmployeFinanceDepreciaexpenseOther exTotal ExProfit bextraordB) ExceptioProfit beand tax ExtraordProfit BeProvisio- Curren(2) Wea- Deferre - MAT C - MAT C -Short/(of prior yRestatethe peoperatioProfit/ (LoperatioTax expoperatioRestateNote: Trestatedand III.
R
lars
e from
xcise Duty venue From Ocome evenue es: xpenses ee benefits e costs ation and e xpenses xpenses before excedinary items
onal/Prior Peefore extraor
dinary item efore Tax n for Tax
nt Tax lth Tax ed Tax LiabilCredit EntitleCredit Utilise(Excess) Taxyears
ed profit afriod from ons Loss) from Don penses of d
ons ed profit for he above st summary s
RESTATED S
Operations
Operation
expense
amortization
eptional andand tax (A-
eriod item rdinary items
lity / (Asset) ement d x adjustment
fter tax forcontinuing
Discontinuing
discontinuing
the period tatement sh
statements o
SUMMARY S
As at 30-09-20
s 108.6
-108.6
0.00108.6
29.721.60.01
n 0.72
6.8258.9
d -
49.6
-s 49.6
-49.6
12.9
-(0.03
--
t -
r g
36.7
g -
g -
36.7ould be reaf assets and
42
STATEMEN
18 31-65
65 0 65
74 69 1 2
2 98 67
67
67
91
3)
78
78 ad with the d liabilities, a
HUMT OF PROF
F-03-2018
117.09
- 117.09
0.00 117.09
46.90 28.41 0.15 2.26
24.75 102.47 14.62
- 14.62
- 14.62
4.00
- (0.10)
- -
0.15
10.57
-
-
10.57 significant a
and cash flow
MMING BIRD IT AND LOS
or the Year31-03-201
93.70
- 93.70 0.01
93.70
31.92 27.19 0.30 3.05
24.69 87.15 6.55
- 6.55
- 6.55
2.44
- (0.35)
- - -
4.46
-
-
4.46 accounting pws appearing
EDUCATIONSS
ANNE(Amoun
r ended 17 31-03
5
5
5
9202
151
1
1
0
(0
0
0policies and g in Annexu
N LIMITED
EXURE-II t in Lacs)
-2016 1.56
- 1.56 -
51.56
9.03 3.83 0.32 2.60
4.41 50.19 1.37
- 1.37
- 1.37
0.84
- 0.24)
- - -
0.78
-
-
0.78 notes to
ures IV, I
Particul
CASH ACTIVITNet ProfAdjustmInterest DividendDepreciaPreliminyear ProvisioLoss on Loss / Assets TransitioBalanceInterest Operatincapital cAdjustem(Increas(IncreasReceiva(Increasloans an(IncreasAssets (Increasloans anIncreasepayablesIncreaseIncreaseliabilities Cash goperatioIncome Net casoperatin CASH ACTIVITPurchasSale investme
REST
lars
FLOW FROTIES fit before tax
ment for : on Fixed De
d Income ation
nary Exp. Pa
n of Gratuityforeign Exch(Profit) o
on Period Ade Write off
on Borrowedng profit changes ment for : se)/Decreasese)/Decreaseables se)/Decreasend advances se)/Decrease
se)/Decreasend advances e/(Decrease)s e/(Decrease)e/(Decrease)s
generated frons Tax paid
sh generateng activities -
FLOW FROTIES se of tangible(Purchase) ents
TATED SUM
OM OPERA
eposit
aid in cash d
y hange Fluctun sale of
djustment
d Fund before wo
e in Inventoriee in T
e in Short
e in Other Cu
e in Long
) in
) in tax provis) in other cu
rom / (use
d from/(use(A)
OM INVES
e fixed assetsof long
MMARY STA
As a30-0
ATING
during
uation Fixed
orking
es Trade
Term
urrent
Term
trade
sions urrent
d in)
12ed in)
TING
s g-term
43
ATEMENT O
at 09-2018
49.67
0.72
50.39
3.36
(1.91)
0.00
-
(1.84)
(4.00) 13.11
59.11 59.11
2.91408 46.20
(0.45)
HUMOF CASH FLO
31-03-2018
14.621
2.257
-
16.877
-
(3.360)
(2.685)
(0.032)
-
(18.000)
1.613 (0.754)
(6.340)(6.340)
4.15 (10.49)
(0.24)-
MMING BIRD OW STATEM
For the Yea8 31-03-2
6.5 - -
3.0
-
-
9.6
- -
(0.0
5.4
-
19.8
1.20.0
36.036.0
2.433.6
(0.88-
EDUCATIONMENT
ANNE(Amoun
ar ended 2017 31-0
55
05
60
06) (
44 (
84
26 00
09 09
44 65
80) (1
N LIMITED
EXURE-III t in Lacs)
3-2016
1.37 - -
2.60
- - -
- -
3.96
-
0.47
(0.34)
(5.44)
-
-
0.84 2.89
2.37 2.37
0.84 1.54
10.85) -
Sale of tInterest DividendNet caActivitieCASH ACTIVITProceedCapital/ (IncludinProceedcapital SProceedInterest ProposeDividendNet casactivitieNet IncCash EqCash abeginninCash anof the yeCash anof year c1. ComequivaleParticulCash onBalanceIn currenin DeposTotal Ca2. The Standardbe appli(Accoun3. Figure4. The asummarII.
tangible fixedIncome on F
d Income ash (used es - (B) FLOW FRO
TIES ds from is
Share Apng Applicatiods from issShare Premiuds / Repaymeon Borrowed
ed Dividend d Distributionsh(used in) es - (C) rease/(decrequivalents (And cash eq
ng of the yeand cash equivear nd cash equivcomprises :
mponents of ents: lars n hand es with schednt accounts sits with Schash and cashCash Flow d -3 on Cashcable as Se
nts) Rules, 20es in Bracketabove statemry statements
d assets Fixed Deposi
in) Inve
OM FINANC
ssue of Spplication Mn Money)
suance of sum ent of borrowd Fund Paid (Incl
n Tax) / from finan
ease) in CaA+B+C) quivalents aar valents at the
valents at the
cash and
duled banks:
heduled Bankh equivalentsStatement hh Flow Statection 133 of 014). ts represents
ment should s of assets a
it
sting
CING
Share Money
share
wings
uding
ncing
ash &
at the
e end
e end
cash
30
k s has been prment, specifthe Compan
s outflow. be read with
and liabilities
44
(0.45)
29.00
-
-
29.00
74.75
18.07
92.82
0-09-2018 0.05
92.76
- 92.82
repared undefied under thenies Act, 201
h the significs, profits and
HUM-
(0.24)
-
-
(0.86) -
(0.86)
(11.60)
29.67
18.07
31-03-2019.58
8.50
0 18.07
er indirect me Companies13 (“the Act”
cant accountid losses as a
MMING BIRD - -
(0.88
-
-
(6.86- -
(6.86
25.9
3.75
29.6
8 31-03-20.32
29.30.03
29.6method as ss Act, 1956 (”) read with R
ng policies aappearing in
EDUCATION
80) (1
60)
60)
911 (
58
670
2017 31-25
315 30
670 set out in Ac(which are deRule 7 of Co
and notes ton Annexures
N LIMITED
- -
10.85)
-
-
6.88 - -
6.88
(2.44)
6.20
3.76
03-2016 2.84
0.92 0.00 3.76
ccounting eemed to ompanies
o restated IV, I and
Our Com2010 asof IncorpNCT of CompanEducatioLimited U80221 For furthbeginnin REGIST Hummin1374-13Tel. No. E-mail: WebsiteCorporaRegistra CORPO HumminA 95/ 3, Tel. No. E-mail: WebsiteCorporaRegistra ADDRE Registra4th Floo61, NehNew DeTel No. 0Email: Website DESIGN SME PLP.J. TowMumbai BOARD The Boa Name
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GISTRAR OF
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N LIMITED
December sue:
BI (ICDR) BSE and
or 75% of e Market when the
r Spread atform of
oldings of Maker(s) in one lot
rading on y shares;
would be % of Issue ty Shares e taken in Shares of l resume
ket Maker SEBI after
e Market
8) The
Mak
9) On ttradlistin
10) The him
11) Thetempcontappland
12) The
noticappo In caof tharraservdutieRegappoaddiexceof tim5.00
13) Riskhave(VARimpo
14) Punobligcomis noThepenaat lemar The penaMar
15) Pric
Januband
re would notkers may com
the first day ing will happ
ng on the dis
Marker makto do so.
re will be spporarily/fully trollable realicable for nnon-controll
Market Makce or on mutoint a replac
ase of termihe compulsonge for ano
ved by the Mes in order t
gulations, 201oint other Mitional Markeeed five or ame. The Ma0 p.m. on wo
k containmee all marginsR) Margin, Eose any othe
nitive Actiongations on a
mpliances. Peot able to prse penalties alty on the Meast 75% of ket making a
Departmentalties / fines ket Maker fro
ce Band anuary 20, 201ds for the firs i. In case etrading sess
t be more thampete with ot
of the listingpen as per thscovered pric
ker may also
pecial circumfrom the ma
asons requireon-controllabable reasons
ker(s) shall htually acceptement Marke
nation of theory Market Mother MarketMarket Maker
o ensure co18, as amen
Market Makeet Maker sus specified brket Making rking days.
ent measurs, which are aExtreme Loser margins as
n in case oreal time ba
enalties / finerovide the de/ fines will b
Market Makethe time. T
activities / tra
t of Surveilla/ suspensio
om time to ti
d Spreads: 12, has laid st day shall b
quilibrium prsion shall be
an five Markther Market M
g, there will he equity mace during the
o be present
mstances undarket – for ine prior appble reasons.s would be fi
have the rightable terms tet Maker(s) a
e above menMaking periot Maker in rr but prior tompliance witded. Further
ers either asubject to theby the relevaAgreement
res and moapplicable on
ss Margin, Ss deemed ne
f default byasis and punes may be imesired liquidibe set by the r in case he he nature o
ading membe
ance and Sun for any typme.
SEBI Circudown that f
be:
rice is disco5% of the eq
53
ket Makers foMakers for b
be pre-openarket hours. Te pre-open ca
t in the open
der which thnstance due proval from
The decisioinal.
ht to terminato the Merchand execute
ntioned Markod, it shall breplacement o the date ofth the requirr our Compas a replaceme total numbant laws and is available f
onitoring forn the BSE mpecial Margiecessary from
y Market Maitive action w
mposed by thty in a particExchange fris not prese
of the penaltyership.
upervision of pe of miscon
ular bearing for issue siz
overed in thequilibrium pri
HUM
or a script at better quotes
ning session The circuits wall auction.
ning call auct
e Market Mato system pthe Exchanon of the Ex
ate said arrahant Banker,
a fresh arra
ket Making abe the respo
during the f releasing thements of reny and the L
ment of the ber of Desigregulations afor inspectio
r Market Mamain board viins and Basem time-to-tim
akers: BSE will be initiatehe Exchangecular securityrom time to t
ent in the may will be mo
f the Exchannduct/ manip
reference ne up to Rs.
e Call Auctioce.
MMING BIRD
any point ofto the invest
(call auctionwill apply fro
tion, but ther
aker may beproblems, ange, while fo
xchange for
angement by who shall th
ngement.
agreement pronsibility of t
term of thehe existing Megulation 261Lead Manage
current Margnated Markapplicable atn at our offic
akers: BSE z., Mark-to-Me Minimum C
me.
SME Exchaed for any exe on the Marky as per the time. The Exrket (offering
onetary as w
ge would deulation/ othe
no: CIR/MRD250 crores,
on, the price
EDUCATION
f time and thstors.
n) and there om the first d
re is no oblig
e allowed to ny other proborce-majeuredeciding co
y giving a sixhen be respo
rior to the cothe Lead Mae notice periMarket Make1 of the SEBer reserve thrket Maker ket Makers t that particuce from 11.0
SME ExchMarket, ValuCapital etc.
ange will moxceptions anket Maker, in specified gu
xchange will g two way quwell as suspe
ecide and puer irregularitie
D/DP/ 02/20, the applica
e band in th
N LIMITED
he Market
after the day of the
gation on
withdraw blems. All e will be ntrollable
x months’ onsible to
ompletion anager to od being r from its
BI (ICDR) he right to or as an does not lars point
00 a.m. to
ange will e-At-Risk BSE can
onitor the d/or non-
n case he uidelines. impose a uotes) for ension in
ublish the es by the
12 dated able price
e normal
Addtradand
16) Pursthe base
RR
A 17) All t
tradaddi
GREEN The Comallotting compan
ii. In case eqtrading sess itionally, theing. The pricthe buy quo
suant to SEBupper side ed on the Iss
Issue S
Up to Rs. 20Rs. 20 to Rs. Rs. 50 to Rs.
Above Rs. 8
the above ming and othitional regula
SHOE OPT
mpany is maequity sharey. Therefore
quilibrium prsion shall be
e trading shace band sha
ote) shall be w
BI Circular nfor market
sue size and
ize
0 Crore 50 Crore 80 Crore 0 Crore
mentioned cer related a
ations and gu
TION
aking a pubes in excess green shoe
ice is not dis5% of the iss
all take placell be 20% anwithin 10% o
number CIR/makers durias follows:
Buy quthresh
mandatory 5% of t
onditions anaspects are uidelines from
lic issue of of the equityoption is not
54
scovered in tsue price.
e in TFT segnd the markeor as intimate
/MRD/DSA/3ing market m
uote exempthold (includi
initial inventhe Issue Si
25% 20% 15% 12%
nd systems subject to thm SEBI / Sto
1, 63,000 Ey shares offet exercised b
HUMthe Call Auc
gment for firet maker sp
ed by Exchan
31/2012 datemaking proc
tion ing ntory of ze)
regarding thhe applicabl
ock Exchange
Equity Sharesered in the puby the Comp
MMING BIRD tion, the pric
st 10 days oread (differenge from time
ed Novembecess has be
Re-Entry thquote (incluinitial inven
Iss
he Market Me provisionse from time t
s to the pubublic issue isany.
EDUCATIONce band in th
of commencence betweene to time.
er 27, 2012, een made ap
hreshold fouding mandntory of 5% sue Size)
24% 19% 14% 11%
Making Arras of law, chto time.
blic and the s not exercise
N LIMITED he normal
cement of n the sell
limits on pplicable,
r buy datory of the
ngement, anges or
option of ed by the
Set forthProspec
Sr. No.
A
B
C
I.
II.
D
E
#For dettitled “TH^Fresh Iour BoaOrdinary Class o
1.
2.
h below are ctus:
Authorized 7,50,000 EqIssued, SubIssue 4,50,000 Eqfully paid upPresent Iss1,63,000 Eqwith a premiWhich ComReservation9,000 Equity122/- per EqNet Issue# t1,54,000 EqRs. 122.00 of which 77,000 Equi122.00 per Eallotment to of up to Rs. 77,000 EquRs. 122.00 pfor allotmenabove Rs. 2Issued, Subafter the Iss6,13,000 EqSecurities PBefore the IsAfter the Iss
tailed informaHE ISSUE” oIssue of Equard of Directy General Me
f Shares
Our CompaEquity ShareOur CompaProspectus.
S
the details
P
Share Capiquity Shares bscribed & P
quity Shares before the Iue in terms
quity Shares ium of Rs. 1
mprises n for Markety Shares of quity Share to the Publicquity Shares per Equity S
ty Shares ofEquity ShareRetail Indivi2.00 Lakh ity Shares oper Equity Snt to Other .00 Lakh
bscribed andsue quity Shares Premium Acssue ue
ation on the on page 38 ouity Shares intors dated Deeting of the
any has onlyes issued areny does not
SECTION V
of the Equit
Particulars
tal having FacePaid-up Sha
having Facessue. of the Proshaving Face22.00 per Eq
t Maker portRs. 10/- eac
c of Rs.10/-
Share
f Rs.10/- eace will be avadual Investo
of Rs.10/-hare will be Investors ap
d Paid up E
having Faceccount
Net Issue aof this Prospen terms of PrDecember 0
members he
y one class e fully paid uhave any o
55
I-CAPITAL S
ty Share Ca
e Value of Rsare Capital b
e Value of Rs
spectus^ e Value of Rsquity Share.
tion ch at a prem
each at a p
ch at a premailable for alloors applying f
each at a pavailable for
pplying for a
quity Share
e Value of Rs
and its allocaectus. rospectus ha01, 2018 andeld on Decem
of share caup. outstanding c
HUMSTRUCTUR
apital of our
Amount
s 10/- each before the
s.10/- each
s.10/- each
ium of Rs.
premium of
mium of Rs. ocation for for a value
premium of r allocation a value of
e capital
s.10/- each
ation various
as been authd by speciamber 05, 20
apital i.e. Eq
convertible in
MMING BIRD E
Company as
(Rs. in LakhAggregat
nominalValue
75
45
16.30
0.90
15.40
7.70
7.70
61.30
s categories,
horized pursul resolution
018.
uity Shares
nstruments a
EDUCATION
s on the da
hs, except shte l
AggrValue
Pr
215
11
203
10
10
Nil
198.86
please refe
uant to a respassed at t
of Rs.10/-
as on the da
N LIMITED
te of this
hare data) regate at Issue rice
-
-
5.16
1.88
3.28
1.64
1.64
-
er chapter
olution of the Extra
each. All
ate of the
NOTES 1. Cha
Sincchan
S. No.
1.
2.
3.
2. Hist
(a)
DaAllo
On Incorpo
Septem2018(ii)
Septem2018(ii
Notes:
(i) InitFac
S. No. 1. 2.
TO THE CA
anges in the A
ce Incorporanged in the m
. Particu
Incre
On IncorpIncrease AuthoriseCapital frRs.10.00Rs. 50.00Increase AuthoriseCapital fr50.00 LaRs. 75.00
tory of Paid-
The historycompany is
ate of otment
oration(i)
mber 18, 2
mber 30, i) 1
tial Subscribe Value of R
Names of P
Narender KNitesh Jain
APITAL STR
Authorized S
ation of our manner set fo
ulars of ease
C
poration in
ed Share rom 0 Lakhs to 0 Lakhs in
ed Share rom Rs. khs to 0 Lakhs
-up Share C
y of the paids as set out
No. of Equity Shares allotted
F
V
()
10,000
2,90,000
1,50,000
bers to the MRs. 10/- each
Person
Kumar Jain n
UCTURE
Share Capita
Company, torth below:
Cumulative no. of Equity Shares
1,00,000
5,00,000
7,50,000
Capital of ou
d-up equity sin the followi
Face
Value
Rs.
Issue Price (Rs.)
10 10
10 10
10 NA
Memoranduh, details of
56
al of the Com
the authorize
CumulativAuthoriz
Share Capital (R
In Lakh10.
50.
75.
ur Company
share capitaing table:-
Nature of Consideration
NaAllo
Cash Subs to
Cash Rig
NA BI
um of Assocf which are g
HUM
pany:
ed share ca
ve ze
Rs. )
DaMee
00
00 03.09
00 14.0
y:
al and the se
ature of otment
Civ
ES
bscribero MOA 1
ht Issue 3,
Bonus ssue 4,
ciation subsgiven below
Num
MMING BIRD
apital of our
te of eting
-
9.2018
1.2019
ecurities prem
umulatve No.
of Equity Shares
Cuv
UpC
10,000 1,
00,000 30
50,000 45
cribed to Eqw:
mber of Shar
5,0005,000
EDUCATION
Company h
WhethAGM/Eo
Incorpor
EoGM
EoGM
mium accou
umulative Paid p Share Capital
(Rs.)
C
S
P
,00,000
0,00,000
5,00,000
quity Shares
res Allotted
0 0
N LIMITED
has been
her oGM
ation
M
M
unt of our
Cumulative
Securities
remium (Rs.)
-
-
-
s of
(ii) Righ
Date
S. No. 1. 2. 3. 4. 5. 6. 7.
(iii)
S.No
1.
2.
b) As
3. Our C
15 ESepte
4. Our
Sectany
5. Our (incl
6. Our SchEmpAs aour
7. Exceprice
ht Issue in e Septembe
Names of
Nitesh JainVaishali JaMadhu JainAkshya JaiPriyanka JaRitu Jain Surya Prak
Bonus Issushareholde
Name oPerson
Nitesh Jain
Narender Kumar Jain
Total
on the date
Company haEquity Shareember 01, 20
Company tions 391-39point of time
Company hluding bonus
Company deme for ourployee Stockand when, oCompany sh
ept as per de lower than
Totathe ratio o
er 18, 2018. T
Person
n in n n ain
kash Jain Tota
ue in the rars as on Re
of n
NSha
n
n
1
of this Prosp
as made an ies for every018 on 30th
has not al94 of the Come since incorp
has not revas shares) by
does not havr employees k Option Schptions are g
hall comply w
etails providthe issue pr
al of 29 EquityThe details
al
atio of 15 Eecord Date S
umber of res Allotted
75,000
75,000
1,50,000
pectus, our C
issue for cony 1 Equity S September,
lotted any Empanies Act,poration.
alued its ascapitalizing a
ve any Empland we do
heme / Emplranted to ou
with the SEBI
ed herein afice during th
57
y Share for of Equity Sh
Equity SharSeptember 0
d Issue P
(in Rs
N.A
N.A
Company doe
nsideration oShare held , 2018 as pe
Equity Share 1956 or Sec
ssets since iany revaluat
loyee Stock not intend loyee Stock
ur employeesI (Share Bas
fter, our Comhe preceding
HUM
every 1 Equhares Subsc
Num
res for ever01, 2018 on
Price s.)
Ret
A. To capthe
A.
es not have a
other than caby the sha
r details give
es pursuant ctions 230-2
inception anion reserves
Option Scheto allot any Purchase S
s under the sed Employe
mpany has none year fro
MMING BIRD 10,000
uity Shares cribed is as
mber of Sha
99,991,00,090,00
1 1 1 1
2,90,0
ry 1 Equity n 30th Septem
easons for he Issue
broaden the pital base of e Company
any preferen
sh i.e. Bonuareholders aen at note (iii
to any sche34 of the Co
nd has not i.
eme / Emploshares to o
Scheme fromEmployee Ste Benefits) R
ot issued anom the date o
EDUCATION0
s held as ons under:-
ares Allotted
96 000 00
000
Share heldmber, 2018
Whethebenefitaccrued
issuer ouIssue (Y
N
N
nce share ca
s Issue in thas on Reco) above.
eme approveompanies Act
issued equit
oyee Stock Pour employe
m the propostock Option
Regulations,
ny Equity Shof the Prospe
N LIMITED
n Record
d
d by the
er any s have
d to the ut of the Yes/No) o
o
pital.
he ratio of ord Date
ed under t, 2013 at
ty shares
Purchase es under ed issue. Scheme, 2014.
ares at a ectus:
A. RIGH
S. No.
1. 2. 3. 4. 5. 6. 7.
B. BON
S. No.
1. 2.
8. Our S
The shaObligatio
S. No.
1.
2.
3.
4.
5.
6.
7.
HT ISSUE D
Names Allotte
Nitesh JainVaishali JaMadhu JainAkshya JaiPriyanka JRitu Jain Surya PrakJain
Total
NUS ISSUE D
Names of
Nitesh Jain Narender KJain
Tota
Shareholdin
areholding paons and Disc
Whether partly paidWhether tConvertib
Whether Warrants?Whether tagainst wissued? Whether tlocked-in?Whether aare pledg
Whether cDifferentia
ATED - 18.0
of ee
NSh
n ain n in ain
kash
l
DATED- 30.0
Allottee S
Kumar
al
ng Pattern:
attern of our closure Requ
Partic
the Compad up shares?the Company
ble Securities
the Compa? the Company
which deposit
the Compan?* any shares he or otherwis
company hasal voting righ
09.2018
Number of ares Allotte
99,996 1,00,000 90,000
1 1 1 1
2,90,000
09.2018
Number oShares Allo
75,00075,000
1,50,000
Company buirements) R
cular
any has issu? y has issued
s?
any has issu
y has any shory receipts
ny has any s
held by promse encumber
s equity sharhts?
58
ed Issue
(R
10101010101010
of otted
Issu
0
before the issRegulations, 2
ued any
d any
ued any
hares are
shares in
moters red?
res with
HUM
e Price Rs.)
0.00 0.00 0.00 0.00 0.00 0.00 0.00
ue Price (Rs.)
NA NA
sue as per R2015 is given
Yes/No
No
No
No
No
No
No
No
MMING BIRD
WhetheAllottee forof Promote
YesYesYesYesNo YesYes
Whether Allottee fo
part ofPromoter G
Yes Yes
Regulation 31n here below
Promoter and Promoter Group
No
No
No
No
No
No
No
EDUCATION
er the rms part er Group os
t
s s s s s
the orms f
Group
Reiss
To bcapthe
1 of the SEBw:
Public
Shareholde
r No
No
No
No
No
No
No
N LIMITED
Reason for
issuance of shares
To broaden
the capital base of
the Company
eason for suance of shares
broaden the pital base of e Company
BI (Listing
Non-Promoter
– Non-Public
No
No
No
No
No
No
No
r
* ORc
The table Regulation
I.
Category
Catesha
I
(A) ProProGro
All Pre-IPO Equit
Our Company willRegulations, 2015commencement of
below representns, 2015, as on th
Summary of S
egory of areholde
r
Nos. of share holder
s
II III
omoter & omoter oup
7
ty Shares of our C
file the sharehold5, one day prior f trading of such E
ts the shareholdhe date of the Pros
Shareholding Pa
No. of fully paid up equity
shares held
No. oPartlpaid
up equitshare
held
IV V
4,49,999 -
Company will be lo
ding pattern in thto the Listing of
Equity Shares.
ing pattern of ouspectus:
attern:-
of y
d-
ty es d
No. of shares underlying
Depository
Receipts
Total nshar
held
VI VII =IV+V+
- 4,49,9
ocked in as menti
e form prescribedf the Equity Shar
ur Company in a
nos. res d
Shareholding as a % of
total no. of
shares (calculat
ed as per
SCRR, 1957)
As a % of
(A+B+C2)
Nu
CE
ShRe
= +VI VIII
999 99.99 4,
59
ioned above prior
d under Regulatiores. The Shareho
accordance with
umber of Voting class of s
No of Voting RClass Equity hares of Rs.10/- each2
Class Y
,49,999 -
to listing of share
on 31 of the SEBIolding Pattern wil
Regulation 31 of
Rights held in esecurities1
Rights
Totaa
% (A+B
Y Total
IX
4,49,999 99.
HUes on SME Platfor
(Listing Obligatioll be uploaded o
f the SEBI (Listin
ach
No. of Shares
Underlying
Outstanding
convertible
securities (including Warrants)
S
a
c
c
s
p
A(
al as a of
B+ C)
X
.99 -
UMMING BIRD EDrm of BSE Limited
ons and Disclosurn the Website of
ng Obligations an
Shareholding , as a
% assuming
full conversio
n of
convertible
securities ( as a
percentage of
diluted share
capital) As a % of (A+B+C2)
NumbLockeshar
No. (a
XI=VII+X X
99.99 -
UCATION LIMITEDd.
re Requirements)f the BSE before
nd Disclosure Re
ber of ed in res3
Number of Shares pledged
or otherwise encumber
ed
a)
As a% of total Shares held (b)
No. (a)
As a % of
total
Share s held
(b)
II XIII
- -
D
, e
equirements)
r Number of
equity shares held in
dematerialized form
XIV
4,49,999
(B) Pub
(C) NonProNon
(C1) ShaundDR
(C2)
ShaheldEmTru
TNote 1 As on date o2 We have on3 All Pre-IPO
II.
S.No. CateNam
Shar
blic 1 n
omoter- n Public
-
ares derlying
Rs -
ares d by
mp. usts
-
Total 8
of this Prospectusnly one class of Eq
Equity Shares of
Shareholding
egory & me of the reholders
P
1 -
- -
- -
- -
4,50,000 -
s 1 Equity share hquity Shares of faf our Company wil
g pattern of the P
PAN No. ofshare
holder
- 1
- -
- -
- -
- 4,50,0
holds 1 vote ce value of Rs. 10ll be locked in as m
Promoter and Pro
f e rs
No. of fully paid up equity
share s held
Papa
ueqsh
h
0.01
-
-
-
000 100 4,
0/- each. mentioned above
omoter Group
artly aid-up
quity ares eld
Nos. of
shares underlying
Depository
Receipts
Totash
h
60
1 -
- -
- -
- -
,50,000 -
prior to listing of s
al nos. hares held
Shareholding
(calculated as per
SCRR,1957)
As a %
of (A+B+C
2)
1 0.0
- -
- -
- -
4,50,000 10
shares on SME P
Number of Votinin each class o
No of Voting R
Class Equity
Shares of Rs.10/- each2
ClassY
HU01 -
- -
- -
- -
00 -
Platform of BSE Lim
ng Rights held of securities1
S
Ue
Ot
ce
sr
(
Rights Total as a % of Total Votin
g rights
Total
UMMING BIRD ED0.01 -
- -
- -
- -
100 -
mited.
No. of
Shares
Underlying
Outstanding
convertib
le securitie
s (incl
Shareholding , as
a % assuming
full conversio
n of
convertible
securities ( as a
percentage of
diluted share
capital)
N
L
s
N(a
UCATION LIMITED- -
- -
- -
- -
- -
Number of
Locked in
shares3
Number of
Shares
pledged or otherwise
N
deiz
o. a)
As a% of total Share s
held (b)
No. (a)
As a % of total share
D
1
-
-
-
4,50,000
umber of equity shares held in
ematerialzed form
(1) Indian
(a)
IndividHindu undivFamily
Mr. Ni
Mr. NaKuma
Mrs. VJain
Mrs. MJain
Mr. Ak
Mr. SuPrakas
Mr. Ri
(b)
CentraGoverState Gover
(c) FinancInstituBanks
(d) Any O
Sub-T(A)(1)
(2) Foreig
I
duals/
ided y tesh Jain AFIParender r Jain AAEP
Vaishali AONP
Madhu BKVP
kshya Jain AONP
urya sh Jain AAOP
tu Jain ADZP
al rnment/
rnment(s) cial tions/
s Other Total
gn
II III
7
PJ2990R
PJ2101K
PJ2985C
PJ6402M
PJ2983E
PJ4838R
PJ8804H
- -
- -
- -
7
IV
1,79,996
80,000
1,00,000
90,000
1
1
1
-
-
-
4,49,999
V VI VII=
- - 1,7
- - 80
- - 1,0
- - 90
- -
- -
- -
- -
- -
- -
- - 4,4
61
=IV+V+VI VIII
9,996 39.99
0,000 17.78
0,000 22.22
0,000 20.00
1 0.00
1 0.00
1 0.00
- -
- -
- -
9,999 99.99
IX
1,79,996 - 1
80,000 -
1,00,000 - 1
90,000 -
1 -
1 -
1 -
- -
- -
- -
4,49,999 - 4
HUu
Wa
X
1,79,996 39.99
80,000 17.78
1,00,000 22.22
90,000 20.00
1 0.00
1 0.00
1 0.00
- -
- -
- -
4,49,999 99.99
UMMING BIRD EDudin
g Warrants
)
as a % of
A+B+C2
X XI = VII+ X
- 39.99
- 17.78
- 22.22
- 20.00
- 0.00
- 0.00
- 0.00
- -
- -
- -
- 99.99
UCATION LIMITEDs
held
(b)
XII XIII
- - 1
- -
- - 1
- -
- -
- -
- -
- - 4
D
XIV
1,79,996
80,000
1,00,000
90,000
1
1
1
-
-
-
4,49,999
(a)
Individ(Non- IndividForeigIndivid
(b) Gover(c) Institu
(d) ForeigInvest
(f) Any O
Sub-T(A)(2)
Total Shareof and Group(A)(1)+
Note 1 As on date o2 We have on3 All Pre-IPO
II
S.No. CateNam
Share
duals Resident
duals/ gn duals) rnment tions
gn Portfolio or
Other Total
eholding Promoter Promoter
p (A)= +(A)(2)
of this Prospectusnly one class of Eq
Equity Shares of
II- Shareholding
egory & me of the
eholders
P
- -
- - - -
- -
- -
- -
7
s 1 Equity share hquity Shares of faour Company wil
pattern of the Pu
PAN No. of share holde
rs
fuus
-
- -
-
-
-
4,49,999
holds 1 vote ce value of Rs. 10ll be locked in as m
ublic shareholde
No. of ully paid p equityshare s
held
Partly paid-
up equit
y share
s held
N
shuy
Di
R
- -
- - - -
- -
- -
- -
- - 4,4
0/- each. mentioned above
er
Nos. of
hares nderlying
Depository eceipts
Total nos.
shares held
Sed%cudpS
1
62
- -
- - - -
- -
- -
- -
9,999 100
prior to listing of s
Shareholding % ( calclate
d as per SCR
R, 957
Number of in each c
No of VoClass Equity
Shares of Rs.10/-
- -
- -- -
- -
- -
- -
4,49,999 - 4
shares on SME P
Voting Rights helass of securities
oting Rights Ta%TV
Class Y Tot al
HU
- -
- - - -
- -
- -
- -
4,49,999 100
Platform of BSE Lim
eld s
No. of Shares Underl
ying Outstanding
convertible
securities
(includi
ToShading
aass
g con
oo
convl
Total as a % of Total Voti
UMMING BIRD ED
- -
- - - -
- -
- -
- -
- 100
mited.
otal reholg , as % uminfull versi
on of vertible
Number oLocked i
shares
No. (a)
As% totshas he
UCATION LIMITED
- -
- - - -
- -
- -
- -
- - 4
of n
Number of Shares
pledged or otherwise
encumbered
s aof tal areeld
No. (not applicable) (a)
As a % of total
share sheld
D
-
- -
-
-
-
4,49,999
d
Number of
equity shares held in demata
lized form
s
(1) Insti(a) Mutual
(b) VentureFunds
(c) AlternaInvestm
(d) ForeignCapital
(e) ForeignInvesto
(f) FinanciInstitutiBanks
(g) InsuranCompa
(h) ProvidePension
(i) Any Oth(specify
Sub-To
(2)
CentraGovernState GovernPresideIndia
Sub-To(3) Non-in
I
itutions Funds
e Capital
te ment Fundsn Venture
Investors n Portfolio ors
al ons/
nce anies ent Funds/ n Funds her y) otal (B)(1) l
nment/
nment(s)/ ent of
otal (B)(2) stitutions
II III
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
IV V
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
A%(A+
VI VII=IV+V+VI V
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
63
)
As a % of A+B+C2)
each
VIII
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
r
IX
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
HUng ights
ng Warran
ts)
secs (
percge
dilush
cap
X XI= V
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
UMMING BIRD EDuritieas a centae of uted
hare pital)
(b
VII+ X XII
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
UCATION LIMITEDb) (not
applicable)(b)
XIII
-
-
-
-
-
-
-
-
-
-
-
-
D
a)
XIV
-
-
-
-
-
-
-
-
-
-
-
-
(a) Individu
i. sharehoholdingshare to Rs. 2ii. sharehoholdingshare excess lakhs.
(b) NBFCswith RB
(c) Employ
(d)
OverseDeposit(holding(balanc
(e) Any Oth Body C
ClearinMembe
Non IndiansRepat)
Non Indians
Non Indians
Sub-To
Total Shareh(B)= (B)(1)+(3)
Note
uals Individual
olders nominal capital up
2 lakhs. Individual
olders nominal capital in of Rs. 2
s registered BI yee Trusts eas tories g DRs) cing figure) her
Corporate g
ers Resident
s (Non
Resident s (NRI’s)
Resident s (Repat) otal (B)(3)
Public holding
(B)(2)+(B)
-
- 1
-
- -
- -
- -
- - - -
- -
- -
- -
- -
-
1
- -
1 -
- -
- -
- -
- - - -
- -
- -
- -
- -
1 -
- -
- 1 0
- -
- -
- -
- - - -
- -
- -
- -
- -
- 1 0
64
- -
0.01 1
- -
- -
- -
- - - -
- -
- -
- -
- -
0.01 1
- -
- 1 0
- -
- -
- -
- - - -
- -
- -
- -
- -
- 1 0
HU- -
0.01 - 0
- -
- -
- -
- - - -
- -
- -
- -
- -
0.01 - 0
UMMING BIRD ED- -
.01 -
- -
- -
- -
- - - -
- -
- -
- -
- -
.01 -
UCATION LIMITED-
-
-
-
-
- -
-
-
-
-
-
D
-
1
-
-
-
- -
-
-
-
-
1
1 As on date o2 We have on3 All Pre-IPO
IV
S.No. Cate
the
(1) Custo(a) Name
Sub T
(2)
EmploTrust (SharBenef2014)
Sub T
Total Non-P
of this Prospectusnly one class of Eq
Equity Shares of
V - Shareholding
egory & Name ofe Shareholders
I
odian/DR Holder e of DR Holder Total (c ) (1) oyee Benefit
(under SEre based Employefit) Regulation) Total (C ) (2)
Non- PromotPublic
s 1 Equity share hquity Shares of faf our Company wil
g pattern of the N
f PAN
No.share
de
II II
- -- -
EBI ee ns,
- -
- -ter - -
holds 1 vote ce value of Rs. 10ll be locked in as m
Non Promoter- No
. of eholrs
No. of fully paid up
equityshare s held
Partpaid
upequishar
held
I IV V
- - -- - -
- - -
- - -
- - -
0/- each. mentioned above
on Public shareh
tly d-p ity res d
Nos. of shares
underlying
Depository
Receipts
Totanos
sharhel
VI VII=IVV+V
- -- -
- -
- -
- -
65
prior to listing of s
holder
al s. res d
Shareholding
(calculated as per
SCRR, 1957)
As a % of (A+B+C2)
NRc
N
ClEqSh
Rsea
V+VI VIII
- -
-
-
-
shares on SME P
Number of Votingights held in eac
class of securitie
No of Voting Rights
Toas%ToVo
grig
lass quity ares of
s.10/- ach
Class Y
Tot al
IX
- - - - - -
- - -
- - -
- - -
HU
Platform of BSE Lim
g ch s
No. of Shares Underl
ying Outstanding
convertible
securities
(including
Warrants)
ToShareng , aassu
fuconv
oconv
secu( a
perce
dilush
cap
otal s a of
otal oting
ghts
X XI= V
- - - -
- -
- -
- -
UMMING BIRD ED
mited.
otal eholdias a % uming ull version of vertible
urities as a centag
of uted
hare pital)
Number oLocked in
shares
No.
As a% ototaShare sheld
VII+ X XII
- - - -
- -
- -
- -
UCATION LIMITED
of n
Number of Shares
pledged or otherwise
encumbered
No
deliz
a
aof al as d
No. (not
applicable)
As a % of total
share s held (not
applicable)
XIII
- -
-
-
-
D
Number of equity shares held in Share
emateriazed form
(Not applicabl
e)
XIV
- -
-
-
-
share)(1)+
Note 1 As on date o2 We have on3 All Pre-IPO
eholding (C )= ((C ) (2)
of this Prospectusnly one class of Eq
Equity Shares of
(C
s 1 Equity share hquity Shares of faour Company wil
holds 1 vote ce value of Rs. 10ll be locked in as m
0/- each. mentioned above
66
prior to listing of sshares on SME P
HU
Platform of BSE Lim
UMMING BIRD ED
mited.
UCATION LIMITED
D
9. List of
a)
Sr. No.
1. 2. 3. 4.
*The CoIncorpor
b)
Sr. No. 1. 2.
*The CoIncorpor
c)
Sr. No. 1. 2.
*The CoIncorpor
d)
Sr. No.
1. 2. 3. 4.
*The CoIncorpor 10. The
pref
f our major S
Details of ouas on date o
Names
Nitesh JainNarender KVaishali JaMadhu JainTotal
ompany has ration and th
Details of ouas on two ye
Names
Nitesh JainNarender KTotal
ompany has ration and th
Details of ouas on one ye
Names
Nitesh JainNarender KTotal
ompany has ration and th Details of ouas on ten da
Nitesh JainNarender KVaishali JaMadhu JainTotal
ompany has ration and th
re will be nferential allot
Shareholders
ur major shaof the Prospe
Kumar Jain in n
not issued ere are no o
ur major shaears prior to
Kumar Jain
not issued ere are no o
ur major shaear prior to th
Kumar Jain
not issued ere are no o
ur major shaays prior to th
Names
Kumar Jain in n
not issued ere are no o
ot be any ftment, right i
s:
areholders hectus:
any convertutstanding c
areholders hdate of the P
any convertutstanding c
areholders hhe date of th
any convertutstanding c
areholders hhe date of the
any convertutstanding c
further issuessue or in a
67
holding 1% o
Shares HRs. 10 ea
tible instrumconvertible in
holding 1% oProspectus:
Shares HRs. 10 ea
tible instrumconvertible in
holding 1% oe Prospectu
Shares HRs. 10 ea
tible instrumconvertible in
holding 1% oe Prospectus
Shares HR
tible instrumconvertible in
e of capital, any other ma
HUM
or more of th
Held (Face Vach)
1,79,996 80,000
1,00,000 90,000
4,49,996
ments like wastruments as
or more of th
Held (Face Vach)
5,000 5,000 10,000
ments like wastruments as
or more of ths:
Held (Face Vach)
5,000 5,000 10,000
ments like wastruments as
or more of ths:
Held (Face VRs. 10 each)
1,79,996 80,000
1,00,000 90,000
4,49,996 ments like wa
struments as
whether byanner during
MMING BIRD
e paid-up ca
alue of %
arrants, debes on the date
e paid-up ca
alue of
arrants, debes on the date
e paid-up ca
alue of
arrants, debes on the date
e paid-up ca
Value of %
arrants, debes on the date
way of issthe period c
EDUCATION
apital of the
% of shares Pre Issue p
Capita39.9917.7822.2220.0099.99
entures etc. e of the Pros
apital of the
% of shares
50.0050.00100.0
entures etc. e of the Pros
apital of the
% of shares
50.0050.00100.0
entures etc. e of the Pros
apital of the
% shares helIssue pai
Capita39.9917.7822.2220.0099.99
entures etc. e of the Pros
ue of bonuscommencing
N LIMITED
company
held (% paid up l)*
9 8 2 0 9
since its pectus.
company
s held*
0 0 0
since its pectus.
company
s held*
0 0 0
since its pectus.
company
d (% Pre id up l)*
9 8 2 0 9
since its pectus.
s shares, from the
datepurssplitbasiplacan aarrasuch
11. Cap
The deta
Name othe
Promotr
Mr. Nitesh Jain Mr. Nitesh Jain Mr. Nitesh Jain Mr. NarendeKumar Jain Mr. NarendeKumar Jain Total
12. As o
13. As o
repr
14. ExcePromCom
S. No.
1.
e of the Prossuance of tht/consolidatiois or issue o
cements, withacquisition, ngement or h nature is de
pital Build up
ails of shareh
of
teNature
Issue
Subscrion to MOARightIssue
BonusIssue
er Subscri
on to MOA
er BonusIssue
on the date o
on the date resenting mo ept as per demoters’ Groumpany during
Date
18.09.2018
spectus until he Prospectuon of the denof bonus or rhin a period merger or joany other p
etermined by
p in respect
holding of ou
of e
Date oAllotm
nt / Transf
r
pti
A
23.08.2010
t e
18.09.2018
s e
30.09.2018
pti
A
23.08.2010
s e
30.09.2018
of the Prospe
of the Prosore than 99.9
etails provideup, Directorsg the past six
Name
8 Nitesh J
the date of lus. Howevernomination ofrights or furtof six monthoint venture
purpose, as ty the Board o
t of shareho
ur promoters
of me
fe
No. of Share
s
2 5,000
2 99,996
2 75,000
2 5,000
2 75,000
2,59,996
ectus, our Co
pectus, our 99% of the p
ed herein afts and their rex months imm
Jain
68
listing of Equr, our Compaf Equity Shather public ishs from the d
or for reguthe Board ofof Directors t
olding of our
are as unde
Face Value (Rs.)
C
10.00
10.00
10.00
10.00
10.00
ompany has
Promoter Gpre-issue pai
ter, none of elatives havemediately pre
NumS
9
HUMuity Shares oany may alteres or issue
ssue of equitate of openi
ulatory compf Directors mto be in the i
r Promoters
er:
Issue Price /
Consideration (Rs.)
s
p
10.00 23
10.00 18
NA 30
10.00 23
NA 30
8 (Eight) Sha
Group hold aid up share c
our sharehoe purchased eceding the d
mber of hares
99,996
MMING BIRD or refund of er its capitalof equity shaty shares or ng of the pre
pliance or sumay deem fitnterest of ou
s:
Date when the
shares were made fully
paid-up
%e topis
caa
3.08.2010
1
8.09.2018
222
0.09.2018
167
3.08.2010
1.
0.09.2018
167
57
areholders.
total of 4,4capital of our
lders belongor sold the
date of filing
Issue Pri(Rs.)
10.00
EDUCATIONapplication ml structure bares on a pr
r qualified insesent issue tuch other sct, if an oppo
ur Company.
%age of otal pre-ssue
apital
%age of total post-issu
e capit
al
.11 0.82
2.2 16.31
6.6 12.23
11 0.82
6.6 12.23
7.78
42.41
49,999 Equitr Company.
ging to PromoEquity Sharthe Prospec
ce Tym
tran Acqu
N LIMITED monies in by way of eferential stitutional o finance cheme of ortunity of
Whether
such shares are
subject to any
pledge
(Yes/No) No
No
No
No
No
y Shares
oters and res of our ctus;
pe and ode of
nsaction uisition by
2. 3. 4. 5. 6. 7. 8.
15. Nonfinanmon
16. Our Prothem asShares Regulatior otherMinimum The MinminimumRegulatiregulatioBSE Lim The deta
Name of thPromoer
Mr. Nitesh Jain
Mr. Nitesh Jain Mr. Narendr KumJain Mr. Narendr Kum
18.09.201818.09.201818.09.201818.09.201818.09.201830.09.201830.09.2018
ne of the memnced the punths immedia
Details of P
omoters have a part of MiCapital of ouion 236 of thrwise disposm Promoters
nimum Promom lot and haions, 2018. Tons and procmited before
ails of Minim
he ot
Date of
Allotmen
t
23.08.2010
30.09.2018
dear
23.08.2010
dear
30.09.2018
8 Vaishali8 Madhu J8 Akshya 8 Ritu Jain8 Surya P8 Nitesh J8 Narende
mbers of ourrchase by a
ately precedi
Promoter’s C
e given writtenimum Promur Companyhe SEBI (ICDse of in any’ Contributio
oters’ Contribas been conThe lock-in ocedures andlisting of the
um Promote
Date when the
shares were made
fully paid-up
23.08.201
0
30.09.2018
23.08.2010
30.09.2018
Jain Jain Jain n
Prakash JainJain er Kumar Jai
Total
r promoter gny other perng the date o
Contribution
en consent tmoters’ Contr
(“Minimum DR) Regulatioy manner, thn as locked i
bution has btributed by t
of the Minimu details of thEquity Shar
ers’ Contribut
Nature of Allotment
Ne
Is
Subscription
to MOA
Sri
MBonus Issue
BIs
Subscription
to MOA
Sri
MBonus Issue
BIs
69
1,09
7in 7
4,3
roup, the dirrson of the eof the Prospe
n locked in f
to include 1ribution consPromoters’ cons, 2018 anhe Minimumin.
been broughtthe persons um Promoterhe same shares.
tion are as fo
Nature of ssue
NoSha
Subsc
ption to
MOA
5,0
Bonus ssue
56,
Subscption to
MOA
5,0
Bonus ssue
56,
HUM00,000
90,000 1 1 1
75,000 75,000
39,999
rectors of ouequity shareectus.
for three yea
,23,200 Equtituting 20.10contribution”nd have agre
m Promoters
t into to the edefined as
rs’ Contributioall also be p
ollows.
. of ares
FacValu(Rs.
000 10.0
600 10.0
000 10.0
600 10.0
MMING BIRD 10.00 10.00 10.00 10.00 10.00 NA NA
r company os of our Com
ars:
ity Shares s0% of the po) in terms ofeed not to se’ Contributio
extent of not Promoters uon will be crerovided to th
e ue .)
Issue Price (Rs.)
0 10.00
0 NA
0 10.00
0 NA
EDUCATIONw
particRighthe C
Acquway
i
or their relatimpany in th
subscribed aost issue Paidf Sub-Regulaell or transfeon, and to b
less than thunder the SEeated as perhe Stock Exc
%age promoterscontributioto toissued capital
Pre Po1.11 0
12.58 9
1.11 0
12.58 9
N LIMITED way of cipation in t Issue of
Company
uisition by of bonus ssue
ves have e last six
and held by d-up Equity ation (1) of r or pledge be marked
he specified EBI (ICDR) r applicable change i.e.
of s’ on otal
Date upto which such securities shall remain in Lock-in
ost .82 3
Years
.23 3 Years
.82 3 Years
.23 3 Years
Jain 17. incorp
a)
S. No.
1.
2.
b)
S. No. 1. 2. 3. 4. 5. 6. 7.
c) S.No. 1. 2.
18.
contr
a)
ThisspRPhe
i.
The details poration are a
Allotment ofCompany up
Names of
Narender Jain Nitesh Jai
To
Allotment of
Names of P
Nitesh Jain Vaishali JaiMadhu JainAkshya JainPriyanka JaRitu Jain Surya Praka
To
Allotment of
Name of PNitesh JaiNarender
Details of ribution and l
Compliance he Minimumsue paid uppecified min
Regulations. Tromoters’ Coereinafter:
The equityacquired incash and resulted froCompany promoters’
of all indias under:
f Equity Sharpon incorpor
f Allottee
Kumar
n otal
Equity Shar
Person
n n n ain
ash Jain tal
Equity Shar
Person n Kumar Jain
Total
complianceslock-in requir
with Minimu
Promoters’ p capital of timum lot anThe Equity Sontribution in
y shares offen the three yerevaluation
om a bonus or against contribution
ividual allotm
res to initial ation of the C
Number oAllot
5,0
5,010,0
res on Septe
Number oAllo99,
1,0090,
1111
2,90
res on Septe
s with applrements:
um Promoters
Contributionhe Companynd from theShares that n terms of R
ered for minears precediof assets oissue by utilequity shar
n; and
70
1,23
ments made
subscribers Company:
of Shares tted
000
000 000
mber 18, 20
of Shares otted 996
0,000 000 1 1 1 1 0,000
mber 30, 20
Number o
licable prov
rs’ Contributio
n i.e.1,23,200y has been
e persons dare being lo
Regulation 23
nimum 20 %ng the date
or capitalizatlization of reres which a
HUM
3,200
e by the C
of Memoran
Face Valu
10.0
10.0
18 pursuant
Face Val
10.010.010.010.010.010.010.0
18 pursuant
of Shares
visions in re
on Requirem
0 Equity Shabrought in tefined as ‘pocked in are37 of the SE
% Promotersof the Prospion of intangvaluation resare otherwis
MMING BIRD
Company sin
ndum of Asso
ue (Rs.)
00
00
to the Righ
ue (Rs.)
00 00 00 00 00 00 00
to Bonus Iss
75,000 75,000
1,50,000
elation of m
ments:
ares or 20.10o the extentpromoter’ une not ineligibEBI ICDR Re
’ Contributioectus for congible assetsserves or unse ineligible
EDUCATION
nce the da
ociation (Mo
Issue Price
10.00
10.00
ht Issue
Issue Price
10.0010.0010.0010.0010.0010.0010.00
sue
minimum pr
0% of propot of not lessnder the SEble for compegulations as
on have neitnsideration os nor have tnrealized proe for compu
N LIMITED
te of its
oA) of the
e (Rs.)
0
0
e (Rs.)
0 0 0 0 0 0 0
romoters’
sed post- than the
EBI ICDR utation of s detailed
ther been other than the same fits of the
utation of
ii.
iii.
iv.
b)
Thof
i.
ii.
iii.
iv.
S. No
1. 2. 3. 4. 5. 6.
19. arrangemperson.
20. Further, applican
21. the date
The minimperiod of othe issue p
No equity partnershipless than th
The Equityare not sub
Compliance
he entire pref Regulations
As requireequity shapromoter Shares or three yearsin the Initia
The expremean the lwhich the expected to
As requiredi.e. 1,18,39held by oufrom the da
As requirepromoters from the da
. Names
Vaishali Madhu JAkshya JPriyankaRitu JainSurya P
Our Compaments for th
All the Equisince the en
nts will be iss
Neither the Le of this Pros
mum Promoteone year immprice of this o
shares havp firms or lihe Offer pric
y Shares helbject to any p
with Lock-in
e-issue paid-s 238 & 239
d by clause res held by Mr. Narende20.10% of ps from the d
al Public Offe
ession "date last date of tfunds raise
o commence
d by clause 96 equity shaur Promoter Mate of allotme
d by Regulaas per deta
ate of allotme
of Person
Jain Jain Jain a Jain n rakash Jain
any, our Direhe purchase
ity Shares ontire offer prsued fully pai
Lead Managpectus.
ers’ contribumediately preoffer;
ve been issuimited liabilite; and
d by the Propledge;
n Requiremen
up capital ofof the SEBI
(a) of Reguour promoteer Kumar Jproposed poate of comm
er, whichever
of commenthe month in
ed are propoe, as per SEB
(b) of Regulaares held byMr. Narendeent in presen
ation 239, theails providedent in the pre
ectors and te of Equity S
of our Compice in respecid-up equity s
er, nor their
71
ution does noeceding the
ued to our pty partnershi
omoters and
nts:
f the CompaICDR Regul
ulation 238, er Mr. NiteshJain which sst-issue paid
mencement or is later.
ncement of n which commosed to be BI ICDR Reg
ation 238, thy our Promoter Kumar Jaint initial publ
e entire pre- hereinafter,esent initial p
NumbeA19
the Lead MaShares bein
any are fullyct of the Offeshares only.
associates h
HUMot include eqdate of this
promoter upips during th
offered for
ny shall remations as de
Minimum Prh Jain and 6shall collectd up capital of commercia
commercial mercial produtilized as s
gulations.
he excess of ter Mr. Nitesn shall be lic offer; and
-issue capita, shall be lopublic offer
er of SharesAllotted ,00,000 90,000
1 1 1 1
anager haveng offered th
y paid up aser is payable
hold any Equ
MMING BIRD quity sharesProspectus
pon conversihe preceding
minimum Pr
ain locked intailed herein
omoters’ Co61,600 equityively constitshall be lockal production
production" uction of thestated in the
minimum prh Jain and ocked-in for
al held by pecked-in for a
s Fa
e not enterehrough the P
s on the dat on applicati
uity Shares o
EDUCATIONs acquired dat a price lo
ion of one og one year a
romoters’ co
n as per requnafter:
ontribution i.ey shares hetute 1,23,20ked-in for a n or date of
has been e project in re offer docu
romoters’ co18,400 equita period of
ersons othera period of
ace Value (R
10.00 10.00 10.00 10.00 10.00 10.00
ed into any Prospectus
te of the Proion, all the s
of our Compa
N LIMITED uring the
ower than
or more at a price
ntribution
uirements
e. 61,600 ld by our
00 Equity period of allotment
defied to espect of ument, is
ntribution ty shares one year
than the one year
Rs.)
buy back from any
ospectus. uccessful
any as on
22. PurchasEmployeand wheCompan
23. public at
Our Compase Scheme foee Stock Open, options ny shall comp
Prior to this t large.
any does noor our emploption Schemeare granted ply with the S
Initial Public
ot have anyoyees and wee / Employeto our emp
SEBI Share B
c Offer, our C
72
y Employeee do not inteee Stock Purployees undeBased Emplo
Company ha
HUM
e Stock Optnd to allot anrchase Scheer the Employee Benefit
as not made
MMING BIRD
tion Schemeny shares to eme from theoyee Stock ts Regulation
any public i
EDUCATION
e / Employour employe
e proposed Option Sch
ns, 2014
issue or righ
N LIMITED
ee Stock ees under issue. As eme, our
t issue to
Our Comobjects abelieve existing OBJECT 1. To p2. To m3. To m
We beliname an The maito the mIssue. TAssociat DETAIL 1. TO P We are for growrequiremupfront companimperatito expanand invecapital toa furtheoperatioissue pro
Sr. No.
P
A. C I T O C S T
B. C S T
mpany propand achieve that the listishareholder
TS OF THE
part finance wmeet Generameet the exp eve that thend create a p
in objects clamain objects The existing tion.
LS OF THE O
PART FINAN
currently a vwth. The incment of workpayment to y intends to ve that compnd into new estment in ado ensure a s
er increase ions that we moceeds to m
Particulars
Current Ass
nventories
Trade receiva
Other current
Cash and ba
Short Term LTotal Curren
Current Liab
Short-term bo
Trade payabl
SECT
oses to utilithe benefits
ing of Equityrs. Listing wil
FRESH ISSU
working capial corporate ppenses of the
e listing of Epublic marke
ause of our enables us
activities of
OBJECTS
NCE WORK
very small cocreasing expking capital.
our vendorscollect upfro
pany is fully regions whicdvance paymsmooth and uin the workimay undertaeet the incre
ets
ables
t assets
nk balances
Loans and Adnt Assets
bilities
orrowings
le
TION VII- PA
OBJEC
ze the net s of listing they shares will also provid
UE
tal requiremepurposes; e Issue.
Equity Sharet for our Equ
Memorandu to undertakour Compan
KING CAPITA
ompany withpansion of It is impera
s/suppliers/pont paymentprepared to
ch would reqment for delivuninterrupteding capital rke. Accordin
ease in long t
dvances
73
ARTICULAR
CTS OF THE
proceeds froe equity shall enhance oe a public m
ents of the C
es will enhanuity Shares in
m of Associake the activiny are within
AL REQUIRE
h relatively limour compan
ative for a coprinters to mt from customcapture any
quire us to mverables. Thd flow of ourrequirementsngly, we havterm working
HUMRS OF THE IS
E ISSUE
om the Issures on the Sour brand naarket for the
Company;
nce our Comn India.
ation and theties for whicn the objects
EMENTS OF
mited scope ny will in tuompany of o
maintain credmers there mopportunity
maintain goodis would reqr business ops in view ofe proposed g capital requ
31.03.201Audited
-
-
-
29.67
0.4
30.07
0.43
19.84
MMING BIRD SSUE
e towards fME Platformame and proEquity Shar
mpany‘s corp
e objects incch funds ares clause of o
F THE COMP
of operationurn lead to our size of odibility. At thmight be somthat may aris
d payment cyuire us to haperations. Acf current anto use Rs. 1uirements.
7 31.03.2Audit
-
3.36
0.03
18.0
3.09
24.5
-
1.84
EDUCATION
funding the m of BSE Limovide liquiditres in India.
porate imag
cidental and e being raiseour Memora
PANY.
ns and large the increas
operations tohe same timme delay. Hese its way. Wycle with ourave adequateccordingly, w
nd potential 146.00 lacs o
(Rs. In2018 31.0ted Pro
0
6 1
3
07 3
9
55 16
0
4 1
N LIMITED
following mited. We
ty to the
e, brand
ancillary ed in the andum of
potential se in the o provide e though
ence, it is We intend r vendors e working we expect
business out of the
n lacs) 03.2019 ojected
0.00
0.00
0
9.99
120
69.99
0.00
2.00
Sr. No.
P
O S T
C. W
D. Ow
E. WP
As per incremeof non-c Justifica
•
•
•
•
2. TO F The NetIssue-reProceedCompancorporatICDR Re Such ge
Particulars
Other current
Short-term prTotal Curren
Working Cap
Owned Fundworking cap
Working CProceeds
our estimatntal working
current asset
ation of Hol
Short term We expect sgrow into mupay advancgeographiesincremental expansion. Inventory: NA
Trade Rece We expect D19 respectiv
Trade Paya We expect respectively vendors.
FINANCE TH
t Proceeds welated expends of Rs. 181ny, as approvte purposes wegulations.
eneral corpor
Strategic
t liabilities
rovisions nt Liabilities
pital Gap (A
ds/Internal Apital
Capital fun
es we woul capital requs.
lding Level
loan and ad
short term loultiple regionces to hire s the require
revenue. W
eivables:
Debtors Holdvely based on
bles:
Creditors pdue to inc
HE GENERA
will first be utses. Subject1 Lacs towarved by our mwill not exce
rate purpose
c initiatives,
s
A-B)
Accruals av
nding thro
d require Ruirements. Th
dvances:
oans and adns which will
marketing aement for shWe will also
ding days to n increased s
payment daycreased relia
AL CORPOR
tilized towardt to this, ourrds general cmanagemented 25% of th
s may includ
including inv
74
vailable for
ough IPO
Rs. 146.00 lahe remaining
dvances to inrequire upfroand sales short term lo
o need to p
be at 10.4/1sales and ma
ys to be 5ability among
RATE PURP
ds the Objecr Company icorporate put from time the Net Proce
de, but are no
vestments or
HUM31.03.201
Audited6.85
2.39
29.51
0.56
0.56
-
acs out of tg working ca
ncrease signont payment staff. As weoans and adpay to prepa
13.4 Days foarket share g
5/16 days fog market pa
OSE.
cts set out antends to de
urposes and o time. We c
eeds of the Is
ot restricted
acquisitions
MMING BIRD 7 31.03.2
Audit6.1
4
11.9
12.6
12.6
-
the issue prapital will be
nificantly as to vendors fo
e reach sizedvances shoare internal
r both FY 20gain.
or FY2017-1articipants a
bove, as weeploy balancthe businessconfirm that ssue, in com
to, the follow
s, from time to
EDUCATION2018 31.0ted Pro
94 2
61 14
61
14
roceeds to fulfilled by li
company infor timely dele and scaleould reduce
marketing
017-18 and
18 and FY and better d
ell as for mece left out os requiremenutilization fopliance with
wing:
to time;
N LIMITED 03.2019 ojected
8
4
4.00
46.00
0
46.00
meet the quidation
n order to ivery and
e in new as % of team for
FY 2018-
2018-19 deal from
eeting the of the Net nts of our
or general the SEBI
The allodeterminfrom tim Utilizati The deta
S. No1) 2) 3)
FUND R We inten
S. No
1)
2)
The reqthe Issumake firmeans o
The funCompancircumsnot bee Any amothe datethe Issutowards (Bridge Loans oavailed a As we requiremfactors wrevising for a par For furthplease s
Brand b Strength
etc.; Repaym Ongoing
complian
cation or quaned by our
me to time.
on of Net Pr
ails of the pro
o. ParticGross P(Less) IsNet Proc
REQUIREME
nd to utilize t
o. P
To part f
General
Total
quirements oue and Interrm arrangemof finance, e
nd requiremny‘s currenstances or cn appraised
ount, deployee of receipt oe. In case ofany of the
Financing) aor recoupingas on date, w
operate in ments as a rwhich may nthe planned
rticular purpo
her details onsee the sectio
uilding, promhening our in
ment of preseg general cornce with app
antum of utilBoard, base
roceeds
oceeds of th
culars roceeds ssue related ceeds
ENTS & FUN
the Net Proc
Particulars
finance work
corporate pu
of the objecrnal Accrualments of finexcluding th
ment and dent business costs, other d by any ban
ed by our Coof Issue Procf delays in raabove ment
and in such of Internal
which is subj
competitive result of varnot be within expenditure
ose at the dis
n the risks inon titled “Ris
motional and nfrastructure
ent or future lrporate purp
plicable law.
ization of funed on our bu
e Issue are s
expenses
NDING PLAN
eeds from th
king capital re
urposes.
ts detailed as. Accordinance throug
he amount t
eployment isplan and ifinancial co
nk or financ
ompany out oceeds shall baising funds ftioned Objeccase the FuAccruals. Hect to being
environmenriations in con the control es and fund rscretion of ou
nvolved in ousk Factors” b
75
outreach acand systems
loans; and poses or exig
nds towards usiness requ
summarized
N
he Issue, in th
equirements
above are inngly, we congh verifiableto be raised
s based ons subject tonditions, bcial institutio
of internal acbe recouped from the Issucts through unds raised
However, werepaid from
nt, we may ost estimateof our mana
requirementsur managem
ur business peginning on
HUMtivities; s and proces
gencies, as a
the specific uirements an
below:
he manner s
of the Comp
ntended to bnfirm that the means towfrom the pr
n internal mo change i
business or on.
ccruals towarby our Com
ue, our compa combinatioshall be util
e confirm thathe Issue Pr
have to reves, exchangeagement. Ths and increas
ment, within th
plans and expage 20 of t
MMING BIRD
sses, in-hous
approved by
purposes dend other rele
set below:
pany.
be funded frhere is no rewards at learoposed Issu
managementn light of cstrategy. Th
rds the aforempany from thpany may deon of Internalized towardat no bridgeroceeds.
vise our expe rate fluctuahis may entasing or decrehe objects.
ecuting our bhis Prospect
EDUCATION
se training in
the Board, s
escribed abovevant consid
(Rs. InAm
23
18
(RsAm
1
3
1
rom the Proequirement ast 75% of thue.
t estimates changes in hese estima
ementioned ohe Issue Proeploy certain al Accruals s repaymen
e financing h
penditure anations and e
ail rescheduleasing expen
business stratus.
N LIMITED
itiatives,
subject to
ve will be derations,
n Lacs) mounts15.16 35.00 80.16
s. In lacs) mounts
46.00
34.16
80.16
oceeds of for us to
he stated
and our external
ates have
objects till oceeds of amounts or Loans t of such has been
nd fund external ing and nditures
ategies,
APPRA None of third paproceedCompanincludingcommerour finan SCHED Our Com
Sr. No.
1) Tre
2) G
DETAIL The fundAuditorspursuan DeployIssue RTotal
SourceInternaBank FTotal
BRIDGE We havProceedcompletoverdrafneeds ufrom thecapital n INTERIM Pendingshall deReserve
ISAL BY AP
f the Objects arty organizas of the Issu
ny are depeng variations rcial conditioncial conditio
ULE OF IMP
mpany propo
To part equirements
General Corp
LS OF FUND
ds deployed s of our Cont to their cert
yment of funRelated Expe
es of funds al Accruals Finance
E FINANCIN
ve not entereds. However,ion of the Isft arrangemeuntil the come overdraft aneeds will be
M USE OF F
g utilization oposit the fun
e Bank of Ind
PPRAISING A
have been aation. The fuue are currenndent on a n
in interestns and are s
on, business
PLEMENTAT
oses to deplo
Particular
finance wof the Comp
porate Purpos
DS ALREADY
up to 15th Jompany, viztificate dated
nds enses
G
ed into any , we may bossue. Furtheent / cash c
mpletion of tharrangement repaid from
FUNDS
of the Issue Pnds only in Sdia Act, 1934
AGENCY
appraised byunding requ
ntly based onumber of fac
rate structsubject to chor strategy.
TION/ UTILIZ
oy the Net Pr
rs
working capany. se
T
Y DEPLOYE
anuary, 201. M/s. S.K.
d 15th Januar
bridge finanorrow such ar, we may d
credit facilityhe Issue. An
/ cash credthe Net Proc
Proceeds for Scheduled C.
76
y any bank ouirements ofn managemectors which mtures, changhange in ligh
ZATION OF
roceeds in th
APropDeplNet
apital
Total
ED TILL DAT
9 pursuant t SINGHAL ry, 2019 is gi
nce arrangemamounts, as draw down sy with our leny amount thdit facility duceeds of the
the Objects Commercial
HUM
r financial insf our Compant estimates
may not be inges in our ht of change
ISSUE PRO
he aforesaid o
Amount posed to be loyed from Proceeds
146.00
34.16 180.16
TE AND SOU
to the object& ASSOCI
iven below:
ments that wmay be requsuch amounenders, to fihat is borrowring this per Issue.
of the IssueBanks includ
MMING BIRD
stitution or aany and the. The fundingn the controlfinancial co
s in externa
OCEEDS
objects as fo (R
EstimaDepl
F
URCES OF F
of this IssueATES, Cha
Am
Am
will be repaiduired, from ots, as may bnance addit
wed from lenriod to financ
described aded in the S
EDUCATION
any other indee deploymeng requiremel of our manaondition and
al circumstan
ollows: (Rs. In lacs)ated Scheduoyment of NProceeds
FY 2018-19
146.00
34.16 180.16
FUNDS DEP
e as certifiedartered Acco
mount (Rs. In5.27 5.27
mount (Rs. In5.27
- 5.27
d from the Nother lendersbe required,tional workinnders or drace additiona
above, our CoSecond Sche
N LIMITED
ependent nt of the nts of our agement, d current nces or in
) ule of Net
PLOYED
d by the ountants
n Lacs)
n Lacs)
Net Issue s until the , from an ng capital wn down l working
ompany edule of
In accorutilizatioProceedestate lin ISSUE R The expadvisor listing feto excee Particu
Issue commisintermeMakingPrintingAdvertiRegulaMiscellTotal
MONITO As the sICDR Rethis IssuPursuandiscloseany partIssue Pamount out of thany, of samount utilize su(a) of thbasis, a the obje CONFIR No secoNet Proc OTHER No part Directorscomplian
rdance with on of the procds for any innked produc
RELATED E
penses for thfees, printin
ees to the Stoed Rs. 35 La
ulars
managemessions, bediaries suchg fee for threeg & Stationerisement & Matory & other aneous Expe
ORING UTIL
size of the Isegulations, oue. Our Boant to Regulae to the Auditt of the Issuroceeds undof and purp
he Issue Prosuch unutilizthat we hav
uch unutilizehe Listing Re statement icts stated in
RMATION RE
ond-hand eqceeds.
CONFIRMA
of the proces, associatesnce with app
Section 27 ceeds of the
nvestment in cts.
XPENSES
his Issue inclg and distribock Exchangcs.
nt fees, Ubrokerages, h as Legal Ade years etc. ry, Distributioarketing Expexpenses
enses
LIZATION OF
ssue does nour Companyard and Au
ation 32 of tt Committeee Proceeds
der separateose for whic
oceeds that hzed Issue Proe currently ed amount in egulations ondicating mathis Prospec
EGARDING
uipment and
ATIONS
eeds of the s or Key Ma
plicable.
of the Compe Issue as de
equity and/
ude issue mbution expenge, among ot
Underwriting Payment
dvisors, Reg
on, Postage,penses
F FUNDS
ot exceed Ry is not requdit Committhe Listing R the uses anremains unu
e heads in och Issue Prochave not beoceeds. In thestimated forthe next finaur Companyaterial deviatctus.
PURCHASE
d machinery
Issue will benagement P
77
panies Act, escribed abo/or real estat
management nses, advertthers. The to
Fees sellto ot
gistrars, Mar
etc.
Rs. 10,000 lauired to appotee shall moRegulations, nd applicatioutilized, our our Companceeds have en utilized s
he event thatr use out of tancial year. Fy shall furnistions, if any,
E OF SECON
is proposed
e paid by usPersonnel, ex
HUM2013, our C
ove, it shall nte products
fees, underwtisement exptal expenses
Amou(Rs. Lacs
ling her rket
25
1144
35.0
acs, in termsoint a monitoonitor the uour Compa
on of the IssuCompany w
ny‘s balance been utilized
so far, also it our Compathe Issue PrFurther, in acsh to the Sto, in the utiliz
ND-HAND E
d to be purc
s to the Promxcept in the n
MMING BIRD Company connot use the fuand/or equity
writing fees, penses, depos for this Issu
unt in s)
% ofIs
Expe
71.
2.82.811.11.
00 10
s of Regulatioring agency tilization of ny shall on ue Proceeds
will disclose tsheet(s) cle
d so far, andndicating int
any is unableoceeds in a ccordance wock Exchangzation of the
QUIPMENT
hased by ou
moters and normal cours
EDUCATIONnfirms that, unds from thty linked and
registrar feeository chargue are estima
f Total ssue enses
.43% 1
86% 86% .43% .43% 00% 1
ion 262 of thy for the purp
the Net Pra half year
s. Until such the utilizatioearly specifyd details of aterim investme to utilize thFiscal Year,
with Regulatioges on a ha
Issue Proce
AND MACH
ur Company
Promoter Gse of busine
N LIMITED pending he Issue d/or real
es, legal ges and ated not
% of Total Issue Size
11.57%
0.46% 0.46% 1.85% 1.85% 16.20%
he SEBI poses of roceeds. ly basis time as n of the ying the amounts ments, if he entire , we will on 32(1) lf yearly eeds for
HINERY
from the
roup, the ss and in
VARIAT In accorour Comby the Sto the Shspecify tBallot Nvernacucontrollinnot agreprescrib
TION IN OBJ
rdance with mpany shall nShareholdershareholders the prescribe
Notice shall slar languageng Shareholee to the ped by SEBI,
JECTS
Section 13(8not vary the
s by way of ain relation to
ed details assimultaneouse of the jurisders will be roposal to vin this regar
8) and Sectioobjects of th special reso
o the passings required unsly be publissdiction wherequired to pvary the objrd.
78
on 27 of thehe Issue witholution througg of such spender the Comshed in the ere the Regiprovide an ejects, at suc
HUM
e Companieshout our Comgh postal baecial resolutiompanies Act newspapersistered Offic
exit opportunch price, an
MMING BIRD
s Act, 2013 ampany beingllot. In additioon (the Postaand applicab, one in Enge is situatedity to such S
nd in such m
EDUCATION
and applicabg authorized on, the notical Ballot Notible rules. Thglish and ond. Our PromShareholdersmanner, as
N LIMITED
ble rules, to do so
ce issued ice) shall he Postal ne in the moters or s who do
may be
The face13.2 timwith the of inform InvestorStatememaking a Qualitat We belie
Exp Uniq Res Geo Qua
For detaOverview Quantita 1. Dilut
On t Fin202020WeWeendAn
Note- •
• •
•
•
e value of thmes of the fa
Lead Managmation as me
rs should alsents” on pagean investme
tive Factors
eve that our
erienced Proque Brand Poult Oriented
ographical Prality assuranc
ail on qualitw” on page 9
tative factors
ted Earnings
the basis of
nancial Year17-18 16-17 15-16 eighted Aveeighted averded 30th Se
nnualized) *Source: Re
Weighted avbeginning ofby the time specific shafigures discloFace value oDiluted EPSrespective fiIn EPS calcuIn case of oshare and dFor further
he Equity Shce value. Thger and justi
entioned belo
so refer to the 90, 20 andnt decision.
s
business stre
omoter and Mositioning
resence ce
tative factors90 of this Pro
rs
s Per Share (
f Standalone
r
rage EPS rage EPS fo
eptember 20
estated Finan
verage numbf the year adweighing fa
res are outsosed above of each equitS has beeninancial yearulation for FYur company iluted EPS adetails, plea
BASIS
ares is Rs.1he Issue Pricified by our Cow.
he sections td129 respect
engths listed
Management
s pertaining ospectus.
(EPS), for las
e Financial S
or Half Year 018 (not
ncial Stateme
ber of Equity djusted by thactor. The timtanding as aare based onty share is R calculated r adjusted foY18/FY17/FYthere are no
are same. ase refer to
79
S OF ISSUE
0.00 and Issce has beenCompany in
titled “Businetively of this
d below enab
t Expertise
to the pric
st three year
Statements
ents
Shares is thhe number ome weighinga proportion n the Financ
Rs. 10. as per num
or any changY16 the diluteo potentially
Annexure N
HUM
PRICE
sue Price is determinedconsultation
ess OverviewProspectus,
ble us to rem
ing of this i
rs (as Adjust
EPS6.602.780.49
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HISTOR Our Comthe provvide Cer SubsequCompanLimited held on public liCompanU80221 Our Comschools examina“Price WGreates An Interon a sciegroup. Hdepth knanalyticafurther etrue inteanalyse Olympia As all ouand we light so tour nonasset ba As we ato spreaextensiowith comAll our fbrand anincreasin Currentlpopulariexaminaschools.reliabilityinto grelanguag Leadingby our Cable to
RY & BACKG
mpany was ovisions of thertificate of Inc
uently, our Cny was chanvide specialSeptember
imited compnies, NCT DL2010PLC
mpany is esencompass
ations. Our CWater House
t Leaders of
rnational Leventifically coHumming Binowledge of al and probleenabling themellectual pote
the performads.
ur orders arehave been ato remain fle-core auxilia
ase, giving ou re asset ligh
ad our reach on in brandinmfortable wofranchises hand footprint ng our franch
y with only aty and with
ations, Humm. Being the y, our compenfield regioes, supportin
the manageCompany. Wgrow in leap
OUR H
GROUND
originally ince Companiescorporation d
Company wged from “Hl resolution 22, 2018. A
pany was g of Del207436
stablished bysing lakhs oCompany ha Coopers P.Year 2017-1
vel Olympiadnstructed syrd’s examinathe subjects
em solving sm to convertential. As anance and pr
e received in able to functioexible and nimary operationur company
t and centralto intercontin
ng and custoorking hours ave met theiin their territhisee penetr
a 5% of the h Olympiad mingbird hasonly incorpoany has conons with ourng state boa
ement our Pith all the ex
ps and boun
HISTORY AN
corporated os Act, 1956 idated Augus
was converteumming Birdpassed by t
A fresh Certiranted to ohi & Ha
y Mr. Niteshof students s been awar.L.” and our 18”.
d is a rigorouyllabus and thations use as as well as skills, helping
their Olympn added advarowess of the
advance, it on with minimmble in our cns allowing uenormous op
lly managednental boundomer acquisiand territoriar breakeven tories. With fation up to d
total Olympibeing seen
s entrenchedorated organnstantly gainr first ever inrds and their
romoter Mr. xperience andnds. The stre
105
ND CORPOR
on August 23in the name
st 23, 2010, b
ed into a pud Education he Sharehoificate of Inc
our Companaryana ha
h Jain, Founin more thrded with “Apromoter M
us competitivheir academa multifaceteon enhance
g them bettepiad results inantage this eir teachers
has our commal working competitive aus to functioperating leve
, we have a vdaries with a tion our franal rights, streand are alre
franchisees district levels
iad market isn as a necd itself in a nisation and ned market sn industry inr students.
Nitesh Jain d knowledgeength of our
HUM
RATE STRU
3, 2010 as aof “Hummin
bearing regis
ublic limited Private Limilders at the
corporation cy on Oct
aving Corp
der and Proan 11 coun
Asia’s GreateMr. Nitesh Ja
ve examinatiic performan
ed approache their factuar understandnto superior has also givwith the hel
mpany allowecapital. We f
atmosphere aon without coerage when s
vast franchisfast growing
nchisees enjoengthening oeady profitabin India and .
s catered bycessary supmoat as theworking as
share from onitiative of c
is behind the of our profe
company is
MMING BIRD
CTURE
a Private Limg Bird Educa
stration No. 2
company aited” to “HumExtra Ordin
consequent utober 10, 20porate Ide
omoter, has ntries so farest Brands ofin has been
on where stunce is ranked in judging
al, conceptuad their strengscholastic g
ven an oppop of deep ins
ed us to streafollow a philoand have outonsiderable iscaling opera
see network wg internationaoy a respectour associatioble while incr
abroad, we
y the entire inpplement to e preferred a model of
our competitoonducting O
e tremendouessional mans converting
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207436.
and the nammming bird Enary Generalupon conver018 by Reg
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served thour with the Of Year 2017 awarded w
udents are ed relative to tstudents onal, reasoninggths and weagains and reaortunity for scsight provide
amline our caosophy of betsourced a minvestment iations.
which has alal base. Actitable busineon with all wreasing Humare now foc
ndustry. Witin-house s
partner for rprofessiona
ors, while traOlympiads in
us progress nagerial teamany situatio
N LIMITED
any under e Limited”
me of our Education l Meeting rsion into gistrar of
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evaluated their peer
n their in-g, logical, aknesses alize their chools to ed by our
ash flows eing asset majority of
n a fixed
llowed us ng as our ss model
with them. mmingbird cusing on
h gaining scholastic reputable
alism and ailblazing regional
achieved m, we are n into an
opportunthe clock For the revenuePAT for 10.57 La CHANG There ha DETAIL YEAR
201
201
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201
2014201
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MAIN O The maibelow:
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r ended on Rs. 117.09 Layear ended o46 Lakhs and
ISTERED OF
change in the
OR EVENTS
PARTICULAncorporationWith introducprovided Fre7 States We introduceEnglish), HC
States We add 4 background aWe started in
We establishfranchising incompetition. We receivedfranchise off100%. Mr. Nitesh JGREATEST GREATEST by PRICE WAConversion o
F OUR COM
f our Compa
the education other relate
service prot through Olnselling, matorials, proje
mprovement e
understandocal, nationa
d with a bette
March 31, 2akhs, Rs. 93on March 31,d Rs. 0.78 La
FFICE
e registered
AND MILES
ARS n of our Comcing a packae of cost wit
ed 4 more CO (Comput
more Olymand the Humnternational o
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the franchisices in India
Jain, PromotLEADER 2
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PANY
ny, as conta
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ovider to the lympiads tesths tutorials, ct researchetc.
ing of the inal and global
106
er energy an
2018, March3.70 Lakhs a, 2018, Marcakhs respect
office of the
STONES
pany. age for the sth the enrollm
Olympiads ter) apart fr
mpiad and tamming Bird anoperations by
ernational fras the same
se enquiriesa. In the me
ter-Director 2017-18’ and17-18’, awardSE COOPERmited Compa
ained in our
ss/students b
mass/studests, online c education , Testing a
nterdepende levels.
HUMnd enthusiasm
h 31, 2017, nd Rs. 51.56
ch 31, 2017, tively
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services in wment in Olym
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apped studend found oury giving our s
ranchise offiyear when w
from all oveeantime the
of the Comd the Compds organizedRS P. L. any to Public
Memorandum
by way of tea
ent that provcomputer co
allied servicand memory
ence of natu
MMING BIRD m. Our found
and March 6 Lakhs respand March
nce incorpor
which 20 Commpiads we fo
ematics), Hand found
ents of Semr presence inservices in s
ce in Nigerwe introduce
er India in 2business gro
mpany got apany got awd by Asia On
Limited Com
m of Associa
aching, learn
iding the serourses, persces, Science
y enhancem
ral, socio-ec
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31, 2016 opectively. Fu31, 2016sto
ration.
mputer coursound our pre
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mi urban an 3 more statschools of 4 c
ria and staed its unique
2017 and initowth nearly
awarded withwarded with
ne, Process r
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ment techniq
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and rural tes countries
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h ASIA’s h ASIA’s reviewed
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eld of art,
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CHANG The folloinception Date SharehoResolut
Septem
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CAPITA For detaStructuretill date. HOLDIN Our Com SUBSID Our Com JOINT V Our ComProspec REVALU Our Com CHANG Since inwhich mlines of b DETAIL Details items oProspec INJUNC Our Com
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mber 22, 201
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UITY)
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ompany as o
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ORMANCE
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NG ORDERS
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107
SSOCIATION
the Memora
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apital of our 00 Equity Sh00 Equity She of our Comg Bird Educaublic Limitedapital of our 000 Equity S00 Equity Sh
our CompanWe have not
on this date o
ANY
date of filing o
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ny, please redone any de
of filing of this
of this Prosp
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poration.
AVING A MA
activities beof our Compr factors.
inceptions, itatements" b
straining ord
MMING BIRD
ssociation of
as increaseds. 10.00 eac10.00 each.
Humming Birpursuant to t
as increaseds. 10.00 eac10.00 each.
efer to the cebt issuance
s Prospectus
pectus.
as on the
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ncluding detbeginning o
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f our Compa
d from Rs. 1,ch to Rs 50
rd Educationthe conversi
d from Rs 50ch to Rs 75
chapter titledes since inco
s.
date of filin
FFECT
out by our Cng discontin
tails of non-on page 129
N LIMITED
any since
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MERGE There ha STRIKE Our Comincluding TIME AN As on thundertak SHARE Our Com OTHER Our Cominto in o AGREEPROMO None ofthemselvany thirdsecuritie COLLAB Our Comof part A STRATE Our Com FINANC Our Com DEFAULBANKS There hthe date NUMBE Our Com
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ave been noe of this Pros
ER OF SHAR
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since incord lock- outs. A
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he ProspectuCompany.
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ot entered in
NTS
not entered inse of busines
TERED INTONY OTHER E
managerial pehalf of any oregard to co
mpany.
not entered inVI of SEBI (IC
NER
not have any
NER
not have any
RESCHEDUL
o defaults orpectus.
REHOLDERS
Eight (8) shar
S IN THE HI
cquisition of b
poration, noAs on the da
IN SETTING
us, there hav
NTS
nto any share
nto any specss as on the
O BY A KEEMPLOYEE
ersonnel or other personompensation
nto any collaCDR) Regula
y strategic pa
y financial pa
LING OF B
r reschedulin
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reholders as
108
ISTORY OF
businesses o
ot been invoate of the Pro
G UP PROJE
ve been no t
eholders agr
cific or speciadate of filing
EY MANGEOF THE ISS
director or n, has enteren or profit sh
aboration withations, 2018.
artner as on
artner as on
BORROWING
ng of borrow
on date of th
HUMOUR COMP
or undertakin
lved in any ospectus, our
CTS:
time and cos
eement as o
al agreemeng of the Pros
ERIAL PERSSUER
promoter ored into an agharing in con
h any third p
the date of f
the date of fi
GS WITH F
ings with fina
he Prospectu
MMING BIRD PANY
gs in the his
labour dispr employees
st overruns i
on date of filin
ts except thapectus.
SONNEL O
r any other greement witnnections wit
arty as per r
filing of the P
iling of the P
FINANCIAL
ancial institu
us.
EDUCATION
story of our C
putes or dist are not unio
in any of the
ng of the Pro
at have been
OR DIRECTO
employee, th any shareth the dealin
regulation 10
Prospectus.
Prospectus.
INSTITUTIO
utions or ban
N LIMITED
Company.
urbances onized.
e projects
ospectus.
n entered
ORS OR
either by eholder or ngs in the
0 B (1) (c)
ONS OR
nks as on
In accorthe Comnumber of whomBoard oDirectors 1 M2 M3 M4 M5 M6 M7 M8 M The FoProspec 1. Mr. NFather’sDIN Date of Age DesignaStatus QualificNo. of YAddressOccupaNationaDate of
Term ofOther D2. Mrs. VFather’sDIN Date of Age DesignaStatus QualificNo. of YAddress
OccupaNationaDate of
Term ofOther D3. Mr. NFather’s
rdance with mpany and su
of Directors m shall be liaout of which s and 4 (Fou
Mr. Nitesh JaMrs. VaishalMr. NarendeMr. SavishesMrs. PriyankMr. Rishi KhaMr. Arihant JMr. Dhruv Ma
llowing tablectus:-
itesh Jain s Name
Birth
ation
cation Years of Exps
ation ality Appointme
f AppointmeDirectorshipsVaishali Jais Name
Birth
ation
cation Years of Exps
ation ality
Appointme
f AppointmeDirectorships
arender Kus Name
our Articles ubject to the of the Comp
able to retire2 (Two) are
ur) are Non-E
ain i Jain r Kumar Jain
sh Raj ka Bhardwaj anna Jain alhotra
e sets forth
M0D3MEM
perience 1HBIn
nt OM
ent 5s Nn
M0A2DCM
perience 21PBIn
ent AD
ent Rs Nmar Jain
M
OUR
of Associatioprovisions o
pany shall noe by rotatione Executive Executive Ind
n
details reg
Mr. Narender03150675 December 0632 Years Managing DirExecutive MBA
0 Years H-34/77,VishBusiness ndian Originally appManaging dir5 years; Till 2NIL
Mr. Surya Pa08218792 August 17, 1929 Years Director CFO & DirectMCA, M.Tech2.5 Years
2 Jain CollePradesh-250Business ndian Appointed asDirector w.e.fRetire by RotNIL
Mr. Man Sing
109
R MANAGEM
on, unless oof the Compaot be less than. Our CompDirectors, 2
dependent D
Managing CFO & DirNon-ExecuNon-ExecuNon-ExecuNon-ExecuNon-ExecuNon-Execu
garding the
r Kumar Jain
6, 1986
rector
ram Chowk,
pointed Direcrector w.e.f 224.10.2023
arkash Jain
989
tor (Executivh
ge Road Khe101
s an Additionf 22/09/2018tation
gh Jain
HUMMENT
otherwise deanies Act, 20an 3 and notpany current2 (Two) are Directors.
Director ector (Execuutive Non Indutive Non Indutive Indepenutive Indepenutive Indepenutive Indepen
Board of D
n
Sector-3 Ro
ctor on 23/0825/10/2018
ve)
ekra, Khekad
al Director o8
MMING BIRD
termined in 13 and othert more than 1tly has 8 (EiNon-Executi
utive) dependent Ddependent Dndent Directondent Directondent Directondent Directo
Directors as
ohini Delhi- 1
8/2010 and re
da Baghpat K
n 18/09/2018
EDUCATION
a general mr applicable 15, at least tight) directorive Non Inde
Director Director or or or or
of the date
10085
edesignated
Khekada Utt
8 and redesi
N LIMITED
meeting of rules, the two thirds rs on our ependent
e of this
as
tar
gnated as
DIN Date of Age DesignaStatus QualificNo. of YAddressOccupaNationaDate of Term ofOther D* Qualifqualifica 4. Mr. SFather’sDIN Date of Age DesignaStatus QualificNo. of YAddress
OccupaNationaDate of
Term ofOther D
5. Ms PrFather’sDIN Date of Age DesignaStatus QualificNo. of YAddressOccupaNationaDate of Term ofOther D
6. Mr. RFather’sDIN Date of Age Designa
Birth
ation
cation Years of Exps
ation ality Appointme
f AppointmeDirectorshipsfication Cert
ation certifica
avishesh Ras Name
Birth
ation
cation Years of Exps
ation ality Appointme
f AppointmeDirectorships
riyanka Bhas Name
Birth
ation
cation Years of Exps
ation ality Appointme
f AppointmeDirectorships
Rishi Khanns Name
Birth
ation
0S5DNM
perience 4HBIn
nt 2ent Rs N
rtificate has ate
aj M0A3DNC
perience MHPBIn
nt Aa
ent Rs N
ardwaj
M0S3InNB
perience 22PIn
nt 2ent 5s N
na M0O3In
03133942 September 0756 Years Director Non ExecutivMatriculation*41 Years House No.-77Business ndian 23/08/2010 Retire by RotNIL
not been p
Mr. Dev Kant08255507 April 05,198335 Years Director Non ExecutivCA (Institute oMore than 15House No-52Pradesh -226Business ndian Appointed asas Director wRetire by RotNIL
Mr. Shiv Pras08252962 September 2438 Years ndependent Non ExecutivB.COM & B.E20 Years 2/72, Vishal KProfessionalndian 25/10/2018 5 Years NIL
Mr. Ashok Ku08253044 October 13, 139 Years ndependent
110
7, 1962
ve and Non In*
7 Block h-34
tation
provided, an
t
3
ve and Non Inof Chartered
5 years 2, Old Badsh6007
s an Additionw.e.f. 15/11/2tation
sad Sharma
4,1980
Director ve ED
Khand 2, Go
umar Khanna
1979
Director
HUM
ndependent
, Sector-3 D
n affidavit h
ndependentd Accountant
ah Nagar Ne
al Director o018
mti Nagar, L
a
MMING BIRD
elhi-110085
has been p
ts of India), N
ew Hyderaba
n 25/10/2018
ucknow Utta
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ad Lucknow
8 and re-des
ar Pradesh-2
N LIMITED
support of
Uttar
signated
26010
Status QualificNo. of YAddress
OccupaNationaDate of
Term ofOther D 7. Mr. AFather’sDIN Date of Age DesignaStatus QualificNo. of YAddressOccupaNationaDate of
Term ofOther D 8. Mr. DFather’sDIN Date of Age DesignaStatus QualificNo. of YAddressOccupaNationaDate of
Term ofOther D
As on th
A. No
B. NocoSE
C. No
as
cation Years of Exps
ation ality Appointme
f AppointmeDirectorships
Arihant Jain s Name
Birth
ation
cation Years of Exps
ation ality Appointme
f AppointmeDirectorships
Dhruv Malhos Name
Birth
ation
cation Years of Exps
ation ality Appointme
f AppointmeDirectorships
he date of the
one of the ab
one of the Pontrol of our EBI.
one of the Ps a promote
NB
perience MKPPIn
nt Ad
ent 5s N
M0J2InNB
perience 2APIn
nt Are
ent 5s N
tra M0M3InNP
perience MHPIn
nt Are
ent 5s N
e Prospectus
bove mention
romoters, peCompany o
romoters, Dier, director o
Non executivBachelor of AMore than 18K-556, SectoPradesh- 226Professionalndian Appointed asdesignated as5 Years NIL
Mr. Sharvan 08264590 une 12, 199
23 Years ndependent Non ExecutivBachelors in 2 Years A-326, DerawProfessionalndian Appointed asedesignated
5 Years NIL
Mr. Brij Gopa08277908 March 15, 1933 Years ndependent Non ExecutivPGDB (MarkeMore than 13H-34/60, SecProfessionalndian Appointed asedesignated
5 Years NIL
s;
ned Directors
ersons forminor our Comp
irectors or peor person in
111
ve Arts 8 Years r-K, Aashiya
6012
s an Additions Independe
Jain
5
Director ve Finance and
wal Nagar, G
s an Addition as Independ
al Malhotra
985
Director ve eting)
3 Years ctor-3, Rohini
s an Addition as Independ
rs are on the
ng part of oupany are deb
ersons in concontrol of a
HUM
ana Kalonee,
al Independeent director w
d Investment
Gujranwala C
al Independedent Director
i, Raja Pur K
al Independedent Director
RBI List of w
r Promoter Gbarred from
ntrol of our Cany other co
MMING BIRD
LDA Colony
ent Director ow.e.f 15/11/20
Analysis
olony, Delhi-
ent Director or w.e.f 15/11/
Kalan, North W
ent Director or w.e.f 15/11/
willful default
Group, our Daccessing t
Company, haompany, wh
EDUCATION
y Lucknow U
on 25/10/201018
-110009
on 25/10/201/2018
West Delhi-1
on 13/11/201/2018
ters.
Directors or pthe capital m
as been or isich is debar
N LIMITED
Uttar
18 and re
18 and
110085
18 and
ersons in market by
s involved rred from
acre
D. No
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F. NotraSE
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H. No
st BRIEF P MR. NIT Mr. NitesPost graassociatIncorporfresh terfamily band resoin order skills anstakeho MRS. VA Mrs. VaShe is BGautamgood sManage MR. NAR Mr. Nareexperienexperienhas stroconveninin creatihelped Hdiversificand impThe skilproper manage
ccessing theegulatory aut
one of our Dock exchang
one of Prom
one of our Dading by stocEBI/ other re
respect of vestigations rectors and
ape, forgery,
one of our Dock exchang
PROFILE OF
TESH JAIN
sh Jain, ageaduate and ted with soration of the rm of 5 yearusiness withourceful manto maximize
nd able to elders across
AISHALI JA
ishali Jain, aB.SC graduat Buddh Techkills of Sof
ement and ha
RENDER KU
ender Kumarnce of more nce and signong diplomang, facilitatining a strongHumming Bircation of Hulemented byl set in monistrategic pl
ement of Hum
e capital mahority.
Directors arege(s) up to th
oters or Dire
Directors areck exchange
egulatory aut
the track rebeing undernone of our economic of
Directors are/ge, during his
F OUR DIRE
d 32 years, holds not ome bestsellCompany anrs w.e.f. Oct
h respect to naging directe company pestablish sus
the world.
IN
aged 29 Yeate from Chauhnical Univeftware Deveaving experie
UMAR JAIN
r Jain, aged than 41 yea
nificant execatic skills ang, and buildig team for Hrd Educationmming Bird
y him with whitoring, evaluanning and
mming Bird E
arket under
/were directohe date of filli
ectors of our
e/were directe(s) or underhority in the
ecord of thertaken with redirectors ha
ffence.
/were directos/her tenure.
ECTORS
is Managing nly a remaring books nd then he istober 25, 20production, por with a proprofitability astainable and
ars is Execuudhary Chararsity and M.T
elopment, Sence of 2.5 Y
56 Years is ars in Busin
cutive leadernd a naturaing consensu
Humming Birn in meeting Education to
hom Humminuation and o process in
Education als
112
any order
or of any coing of this Pr
Company ar
tor of any cor any order olast five yea
e directors, egard to alle
ave been cha
or of any com
Director of trkable acadealso. He ws reappointe
018. He has planning and
oven ability toand efficiencyd profitable
utive Directoran Singh UnTech from U
Software tesYears in this
a Director oness strategirship accompal affinity fous among dird all througthe requirem
o all parts ofng Bird Educrganizationannovations so got its roo
HUMor direction
mpany whosrospectus.
re a fugitive e
ompany whoor directions rs.
there have eged commisarge-sheeted
mpany which
the Companyemic record
was appointed as Managian experien
d sales. He io develop any. He is posrelationship
r and chief Fiversity, Mee
U. P. Technicsting, Graphbusiness.
of the Compaes and implplishments ior cultivatingverse individ
ghout India aments of peof India and thcation is now al strategy hetime to timts from him.
MMING BIRD s made by
se shares we
economic off
ose shares wissued by th
been no crission of any od with seriou
h has been/w
y. He is B.Tebut is also
ed as Promng Director o
nce of more is a results d
nd strengthensessing exces with custo
Financial offierut and MCAcal Universityhic designin
any since incementation. n business ag relationshiduals. His coand abroad. ople of every hen abroad iknown as an
elped Hummme. The fina
EDUCATIONy SEBI or a
ere delisted
fender.
were suspenhe stock exch
riminal casesoffence by a
us crimes like
were delisted
ech Graduata known au
moter at theof the Compthan 10 yea
driven, self-mn managemeellent commomers, supp
icer of the CA Post Graduty, Lucknow. ng, Account
ception. He hHe has pro
and philanthips and pentribution is His experie
y age and regis majorly plan Internation
ming Bird Eduancial plann
N LIMITED any other
from any
ded from hange(s)/
s filed or any of our e murder,
from the
e, M.B.A. uthor and time of
pany for a ars in the motivated ent teams
munication pliers and
Company. uate from She has
s, Team
has a rich ofessional hropy. He rsuading, immense
ence also gion. The anned by
nal Brand. ucation in ning and
MR. SAV Mr. Savia Qualifiaround Transaccompan MRS. PR Mrs. PriShe is Cteachingfocused for herseover theEducatioprovide capable MR. RIS Mr. RishGraduatprofessioOfficer emaintainspokesminstitutioto his cInformatthe UN, cricket, professioentire reeducatio MR. AR Mr. Arihbachelo MR. DH Mr. Dhrudone hisTechnolhas vasCompute RELATIDIRECT Except directors
VISHESH RA
ishesh Raj, aied Chartere15 Years o
ction advisories. He has v
RIYANKA B
yanka BhardCommerce Gg and admin
achiever. Shelf and any
e years. Sheon and has athe same to of motivatin
SHI KHANNA
hi Khanna, agte from Luconals not juemployed wned and upliman for the on. He also lecredit, affiliattion UN-DPI)including (bhe uses it onals makinevamp of theonal pedagog
RIHANT JAIN
ant Jain, agr degree in fi
RUV MALHO
uv Malhotra,s MCA fromogical Unive
st experienceer Language
IONSHIP BETOR AND KE
mentioned hs and key ma
AJ
aged 35 Yeaed Accountanf experience
ry, Companyvast Knowled
HARDWAJ
dwaj, aged 3Graduate annistration in the has contiinstitution sh
e has been also very strothe destituteg and instillin
A
ged 39 Yearcknow Univest in India b
with the Cityifted the proinstitution, h
eads the UNtion of City ). Owing to hut not limitedoptimally by
ng the activite education gies.
N
ed 23 Yearsinance and i
OTRA
aged 33 Yem Rashtreeyaersity and hase of more t
es.
ETWEEN THEY MANAGE
hereunder, nanagerial per
ars is Non-Exnt from Institue in Corporay Ratings, adge and skill
38 Years, is nd also havinthe educationued to set hhe has chosrendering irrongly initiatee young childng leadership
s is a Non-Eersity. He hbut also abroy Montessoriofile of the inhe knows e
N Relations dMontessori
his excellentd to) UNIC, Uy organizingty entertaininsystem in th
s is a Non-Envestment a
ears, is Non-a Vidyalaya s done PGDthan 13 Yea
HE DIRECTERIAL PERS
none of our rsonnel:
113
xecutive Nonute of Charteate Finance,and Risk mals in the field
a Non-Execng B Ed De
on field. Sheher sights hi
sen to assocreplaceable d quality edu
dren belonginp skills
Executive Indhas over 18oad at an ei School, thnstitution thr
exactly how department a
School witht PR skills, CUNICEF, UNg matches bng as well ahe coming fu
Executive Indnalysis from
-Executive InCollege of
DBA from symars in the f
TORS AND SONNEL
Director is r
HUM
n Independenered Accoun, Project Finanagement pd of Accountin
cutive Indepeegree and hae is an educgh in order t
ciate herself services witucation for thng to the dep
dependent Di8 years of early age of e world’s la
rough nationto project a
at City Monteh the UnitedCMS enjoys NESCO, UN Wbetween his as strengtheuture as he
dependent DAmity Unive
ndependent Engineering
mbiosis centrfield of Infor
RELATIONS
related to an
MMING BIRD
nt Director oftants of India
nance, Equitproducts in ng and Finan
endent Direcaving 20 Ye
cationist whoto achieve edwith and coh innovativehe underpriviprived strata
irector of theexperience 39 years. A
argest schooal and internnd protect t
essori Schood Nations Dhealthy relaWomen. A bown team
ening relationsees a lot o
irector of theersity.
Director of th, Bangalore re for distancrmation Tech
SHIP BETW
ny of the dir
EDUCATION
of the Compaa (ICAI). He ty and Debtleading mulnce.
ctor of the Cears of expeo has alwaysducational ex
ontribute to ite ideas in thileged with tof the societ
e Company. Hworking wit
As a Public ol, he has enational medthe reputatio
ol as its HeadDepartment ations with albig fan of the
and team ns. He envis
of flaws in th
e company.
he Company under Visvce learning, Phnology and
WEEN ANY
rectors or an
N LIMITED
any. He is is having
t funding, ltinational
Company. erience in s been a xcellence ts growth e field of he aim to ty. She is
He is B.A th media Relations effectively dia. As a on of the d. He has of Public l arms of
e game of of media sions the e current
He holds
y. He has vesvaraya Pune. He d various
OF THE
ny of the
NamMr. Nite
Mr. Na
Mrs. Va
ARRANSUPPLI There ispursuan SERVIC None ofgranted companconditionappointmShareho Except officer obenefits BORRO The shaMeetingalready banker Compan COMPEWHOLE
Name DesignDate oChangDesignPeriodRemunComperemunduring2017-1
Remune SITTING Till dateattendin
me of Directoesh Jain
render Kuma
aishali Jain
GEMENT AIERS & OTH
s no arrangent to which an
CE CONTRA
f our directorupon their
y. Howeverns for whichment and rolders of the
statutory beof our Comp
upon termin
OWING POW
areholders of held on Noborrowed byin the ordinany and its fre
ENSATION AE TIME DIRE
nation of Appointmge nation d neration ensation/ eration
g the F.Y. 8
eration paid t
G FEES PAY
e, our Compg any of the
or M
ar Jain NNDD& O
AND UNDEHERS
ement or undny of our Dire
ACTS
rs have entetermination , Executive h no formal remunerationCompany.
nefits upon pany, includination of emp
WERS OF TH
f the Compaovember 15, y us, up to Rsary course oe reserves.
AND BENEECTOR ARE
MM
ment/ in
2
54
paid 5
to Mrs. Vaish
YABLE TO N
pany has noe Board or C
DesignaManaging Dire
on- Exeon Indepeirector irector (Exec
Chief FinOfficer
ERSTANDIN
derstanding ectors was s
ered into anyfrom employDirectors oagreements
n are spec
termination ng the direcployment.
HE BOARD O
ny, through a2018 autho
s 50,00,000 of business
EFITS TO TAS FOLLOW
Mr. Nitesh JaManaging Dir25/10/2018
5 Years 45,000/- Per 5,40,000
hali Jain durin
NON-EXECU
ot paid any Committee M
114
ation ector Son
Mrsecutive endent
Fath
cutive) nancial
WifeNar
G WITH M
with major selected as d
y service conyment other of our Comps are execu
cified and a
of their emctors and ke
OF DIRECTO
a special resorized our Bo
apart from temay exceed
THE CHAIRWS
ain rector
Month
ng the F.Y. 2
UTIVE DIREC
sitting feesMeetings. At
HUM
n of Mr. Nars. Vaishali Jaher of Mr. Ni
e of Mr. Niterender Kuma
MAJOR SH
shareholdersirector or me
ntracts with othan the st
pany are aputed althougapproved by
ployment in ey Manageria
ORS
solution passoard to borroemporary loa
d the aggreg
RMAN AND
MrDi18
Re455,4
2017-18 as a
CTORS
s to any of present, our
MMING BIRD Rela
ender Kumaain tesh jain
esh Jain andar Jain
AREHOLDE
s, customersember of sen
our companytatutory beneppointed forh their termy the Boar
our Compaal personnel
sed at the Exow monies, tans obtainedgate of the p
MANAGING
rs. Vaishali Jrector (Exec
8/09/2018
etire by rotati5,000/- Per M40,000*
a Manager.
the Non-Exr company h
EDUCATIONation ar Jain and H
d Daughter in
ERS, CUST
s, suppliers onior managem
y and no benefits provider specific te
ms and condrd of Direc
any or retirel, are entitle
xtra-ordinarytogether with
d from the Copaid-up capit
G DIRECTO
Jain utive) and C
ion Month
xecutive Direhas not propo
N LIMITED
Husband of
n law of Mr.
TOMERS,
or others, ment.
nefits are ed by our erms and ditions of tors and
ment, no ed to any
y General h monies ompany’s tal of the
OR AND
FO
ectors for osed any
paymenlater on SHARE Except mProspec
Sr No1. 2. 3.
INTERE All the npayable other rem The direby or thawhich thdeemedcompanin which Executivcompan Except a156 of companyears fro CHANG
Nam
Mrs. Vai
Mrs. Vai
Mr. Nites
Mr. Savi
Mrs. Priy
Mr. Rish
Mr. Ariha
Mr. Dhru
Mr. Savi
t of sitting fein the manne
HOLDING O
mentioned hctus is as foll
o. Nitesh Vaisha Narend
EST OF DIRE
non-executiveto them for
muneration a
ectors may bat may be suhey are inte to be interey with any c
h they are pa
ve Director isy.
as stated unthis Prospey has not enom the date
GES IN THE
me of Directo
ishali jain
ishali jain
sh Jain
ishesh Raj
yanka Bhard
hi Khanna
ant Jain
uv Malhotra
ishesh Raj
ees to our ner provided u
OF DIRECTO
ereunder, noows:
Name of DirJain li Jain
der Kumar Ja
ECTORS
e directors oattending m
and/or reimb
be regarded aubscribed byerested as dested in the company in wrtners or pro
s interested t
der “Annexuectus under ntered into aof the Prosp
BOARD OF
or Date
18/
22/
25/
25/
dwaj 25/
25/
25/
13/
15/
non-executiveunder Compa
ORS
one of our di
rectors
ain
of the compameetings of th
ursement of
as interestedy and allotteddirectors, mecontracts, agwhich they hprietors as d
to the extent
ure – R” – Rethe chapte
any contractsectus in whic
F DIRECTOR
e of Event
/09/2018
/09/2018
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/10/2018
/10/2018
/11/2018
/11/2018
115
e directors. anies Act, 20
irector hold s
any may be dhe Board or expenses p
d in the shard/transferredembers, pargreements/aold directors
declared in th
of remunera
estated Stateer titled “REs, agreemench our direct
RS DURING
Nature of
Appoint
ChangDesignChang
DesignAppoint
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HUMHowever, w013.
shares of ou
No. of
deemed to bCommittee
ayable to the
res and divid to them or ttners and orrangements
ships or any heir respectiv
ation paid to
ement of ReESTATED F
ts or arrangeors are intere
THE LAST T
f Event
tment AD
ge in nation
CA
ge in nation
CD
tment AD
tment AI
tment AI
tment AI
tment AI
ge in nation
CA
MMING BIRD e may decid
r Company a
Equity Shar1,79,996 1,00,000 80,000
e interested if any as we
em as per the
end payablethe companie
or trustees. As to be enterpartnership
ve declaratio
them for ser
elated Party TINANCIAL Iements durinested directly
THREE YEA
Reason f
AppointmentDirector Change in Additional DiChange in Director to MAppointmentDirector AppointmentIndependentAppointmentIndependentAppointmentIndependentAppointmentIndependentChange in Additional Di
EDUCATIONde to pay sit
as on the da
res held
to the extenell as to the e applicable
e thereon, if es, firms andAll directorsred into by tor proprietor
ons.
rvices render
Transaction”NFORMATIOng the precey or indirectly
ARS
for the chanboard
t as an A
designatioirector to Dir
DesignatioManaging Dirt as an A
t as an At Director t as an At Director t as an At Director t as an At Director designatioirector to Dir
N LIMITED tting fees
ate of this
nt of fees, extent of laws.
any, held d trust, in may be he issuer rship firm
red to the
” on page ON”, our eding two y.
nge in
Additional
on from rector on from rector Additional
Additional
Additional
Additional
Additional
on from rector
Mrs. Priy
Mr. Rish
Mr. Ariha
Mr. Dhru
Mr. NaJain
MANAG
The Man
CORPO In additiGovernaup on th As on da25, 26, 2V of SEour ComRegulati
NARENDERJAIN (NEXECUTDIRECT
yanka Bhard
hi Khanna
ant Jain
uv Malhotra
arender Ku
GEMENT ORG
nagement O
ORATE GOV
ions to the aance, provisihe listing of E
ate of this Pr27 and claus
EBI (Listing Ompany, as ouions, 2018. A
R KUMAR NON TIVE TOR)
VAIS(CHIE
O
MAYANK PRATAP SINGH (Compliance Officer & Company
Secretary)
VITEN(B
Dev
dwaj 15/
15/
15/
15/
umar 14/
GANIZATION
rganization S
ERNANCE
applicable prons of the S
Equity Shares
rospectus, tses (b) to (i) oObligations aur CompanyAlthough we
SHALI JAIN F FINANCIAL OFFICER)
AMIT PAL (I.T &D head)
NDER SINGH Business velopment)
M
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/01/2019
STRUCTUR
Structure of t
BOA
rovisions of EBI Listing Rs on the Stoc
the requiremof sub-regulaand Disclosuy is coming w
are required
NITESH JAIN (MANAGING DIRECTOR)
& B
MUKESH BAKORU (Manager)
116
ChangDesign
ChangDesign
ChangDesign
ChangDesign
ChangDesign
RE
the company
ARD STRUCT
the CompanRegulations wck Exchange
ent specifiedation (2) of reures Requirewith an issued to comply w
HUMEDUC
MA(Con
Opera
SHUBHAM (Content & Operations Manager)
SAVISHESH RAJ (NON‐EXECUTIVE
DIRECTOR)
HUMge in nation
CAt
ge in nation
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ge in nation
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ge in nation
CAt
ge in nation
CEI
y is depicted
TURE
nies Act, 20will be applices.
d in regulatioegulation 46
ement) Regue in terms owith requirem
MMING BIRD CATION LTD.
ADHU JAIN tent & Chief ations Officer)
RUBAL JAIN (OSupervisor
PRIYANKABHARDWAJ
(INDEPENDEDIRECTOR)
MMING BIRD Change in Additional Into IndependeChange in Additional Into IndependeChange in Additional Into IndependeChange in Additional Into IndependeChange in Executive toIndependent
from the follo
13 with respcable to our c
ons 17, 18, 1and para C, lations, 2015f Chapter IX
ment of the C
ffice )
J NT )
RISHI KH(INDEPEDIRECT
EDUCATION designationdependent ent Director designationdependent ent Director designationdependent ent Director designationdependent ent Director designatio
o Non-Execut Director
owing chart;
pect to the Ccompany imm
9, 20, 21, 22 D and E of S5 is not appX of the SEBCompanies A
HANNA ENDENT CTOR)
AR(INDD
N LIMITED on from
Director
on from Director
on from Director
on from Director
on from utive Non
Corporate mediately
2, 23, 24, Schedule licable to
BI (ICDR) Act, 2013
IHANT JAIN DEPENDENT DIRECTOR)
DHRUV MALHOTRA
(INDEPENDENT DIRECTOR)
whereveDisclosuendeavo Our ComappointmCommittBoard fuoperatio Compos Currentl2013, oIndepen Compos
Sr. No.
1. 2. 3.
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5. 6. 7. 8.
Const
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1. Au2. St3. No
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Mr. DhruMr. ArihaMr. Nites Our Com
er applicableures Requireors to comply
mpany has ment of indetee, Stakehounctions eith
onal areas.
sition of Bo
y the Board our Companndent Directo
sition of Boar
Name o
Mr. Nitesh Mrs. VaishaMr. NareJain Mr. Savishe
Mrs. PriyanMr. Rishi KMr. ArihantMr. Dhruv M
titution of C
ompany has
udit Commitakeholdersomination a
s of componder;
udit Commi
Board of Direpanies Act, ng held on D
onstitution of
Name of Direuv Malhotra ant Jain sh Jain
mpany Secre
e. In spite ofement) Regy with the go
complied wipendent dire
olders Relatioher on its o
ard of Direc
has 8 (Eighny has 2 (Tors on the Bo
rd of Director
of Director
Jain ali Jain nder Kuma
esh Raj
nka BhardwaKhanna t Jain Malhotra
Committees
constituted t
ttee; s Relationshand Remune
sition, terms
ttee:
ectors of our2013, or an
December 01
f the Audit C
ector
etary and Co
f certain regulations, 20od Corporate
ith the corpoectors includionship Commown or throu
ctors
ht) Directors.Two) Execuoard.
rs is set forth
Des
ManaginDirector
ar Director
Director
aj IndepenIndepenIndepenIndepen
the following
hip Committeeration Com
s of referenc
r Company hny subseque, 2018, cons
ommittee is
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mpliance off
117
ulations and015 is not ae Governanc
orate governing woman dmittee and Nugh committ
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signation
ng Director
dent Directodent Directodent Directodent Directo
g Committees
ee; and mmittee.
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gnation son
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nance requirdirector on oomination an
tees constitu
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w mentioned
ExecutiExecutiNon-ExIndepenNon-ExIndepen
or Non-Exor Non-Exor Non-Exor Non-Ex
s of the Boar
each of the
uance to proation(s) or audit Committ
NNon ExecuNon ExecuManaging
as the secret
MMING BIRD of SEBI (Liso our Com
rement, partur Board, cond Remunerauted thereof,
requirementNon- Exec
table:
Status
ve Director ve Director ecutive ndent ecutive ndent ecutive Dirececutive Dirececutive Dirececutive Direc
rd;
above comm
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tary of the Co
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ticularly in reonstitution ofation Comm, to oversee
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ommittee.
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elation to f an Audit ittee. Our
e specific
anies Act, 4 (Four)
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s Act 2013 oCommittee
ions to the B that in case
ered into by aommittee andhe transactio
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he reasons eholders (in cappointment finance funcbackground,
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or approval;counting politries involvi
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ent modificatimmittee mayinto by the
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se of transacor any subsee does no
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lated party tr
118
ut includes:-
ment, re-appremuneratio
ependence
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icies and prang estimate
he financial slegal requirensactions
port. on of transa
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ction, other thequent modifot approve
action involviofficer of the
ified by the Ansaction sha
d monitoringrights issue, pe stated in thency monitorecommend
nvestments;s of any interd or irregularer to the boae Blower methe companys and risk ml auditors, a
tial defaultspayment of de., the wholeharging thatcandidate; anigned by the
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ointment andon and fixatio
and perform
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tatements arments relatin
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the trans
ng any amoe company wAudit Commiall be voidab
g the statemepreferential ishe offer docuoring the utilizdations to th
rnal investigarity or a failurd;
echanism, in y, where eve
management nd adequacy
in the paymdeclared divide-time Finant function) and Board of Dir
(as defined b
MMING BIRD
d, if requiredon of terms o
mance, and e
n including in
easons for thn the exerc
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Company wl for related psuch conditibsequent m
ions referredr amendmenaction, it
ount not excewithout obtainttee within th
ble at the op
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ations by there of interna
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s s
arty; ctions y be
s) or
n 188 , and e its
crore proval
from Audit
of funds t of funds
e and the public or
ps in this
ditors into tems of a
g;
, with the systems;
debenture
er person ifications,
.
suii. Miii. Iniv. Th
Powe
i. Toii. Toiii. Toiv. To
Quorum The audrole. TheAudit Co
2. St
The BoaCompanon Dece The con
Mr. AMr. RMr. S
Our Com
Terms To supi. Ef
shii. Re
baiii. Isiv. Dev. Revi. Re
otgrReCo
vii. Sure
Quoru
The Staitems inRelation
ubmitted by management ternal audit rhe appointme
rs of Comm
o investigateo seek informo obtain outso secure atte
m and Meetin
dit committeee quorum ofommittee or 2
takeholders
ard of Direcnies Act, 201ember 01, 20
nstitution of th
Name of DArihant Jain Rishi KhannaSavishesh Ra
mpany Secre
s of Referen
pervise and enfficient transfhares; edressal of alance sheetsue duplicateematerializateview of caseference to stherwise ensrievances; Prelationship Companies Acuch other m
equirements t
um and Mee
keholders Rencluded in itnship Commi
managementletters / lettereports relatient, removal
mittee
e any activity mation from aside legal or endance of o
ngs
e shall meet f the meetin2, whichever
s Relationsh
ctors of our 3, or any su
018, constitut
he Stakehold
Director
a aj
etary and Co
nce
nsure; fer of shares
shareholdert, non-receipte/split/consotion/Remate
ses for refusastatutory andure proper arovided that Committee inct, 2013 or a
matters as mto be attende
etings
elationship Cts role. The ttee or 2 me
t; rs of internalng to interna and terms o
within its terany employeother profess
outsiders with
as and wheng of the Audr is higher.
hip Committe
Company hubsequent mted Stakehol
ders Relation
DesChairmaMemberMember
mpliance off
s; including re
and investot of declared
olidated sharerialization of al of transfer d regulatory aand timely attinability to re
n good faith sny subsequeay be required to by such
Committee shquorum sh
mbers, which
119
l control weaal control weof remunerat
rms of refereees; sional adviceh relevant ex
n require to dit Committe
ee
has, in pursodification(slders Relatio
nship Commi
signation an
ficer will act a
eview of cas
or complaintd dividends ee certificatesShare; / transmissioauthorities retendance andesolve or conshall not conent modificatred by any h committee
hall meet as hall be one hever is high
HUM
aknesses issaknesses; ation of the Int
nce;
e; and xpertise, if it c
discuss and ee shall be o
suance to p) or amendmnship Comm
ittee is as fol
Non ExeNon ExeNon Exe
as the secret
ses for refusa
ts like transfetc.; s;
on of shares egarding inved redressal onsider any grstitute a conttion(s) or amstatutory, cofrom time to
and when rethird of tota
her.
MMING BIRD
ued by the snd ternal Audito
considers ne
approve theone third of t
provisions of ment(s) theremittee.
lows:
Nature of Decutive Indepecutive Indepecutive Direc
tary of the Co
al of transfer
fer of Share
and debentuestor grievanof investor qurievance by ttravention ofendment(s) t
ontractual or o time.
equire to discal members
EDUCATION
statutory audi
or.
ecessary.
e items inclutotal membe
f Section 17eof in its Mee
Directorship pendent Dirependent Director
ommittee.
r / transmissi
es, non-recei
ures; nces and to ueries and the Stakeholf Section 178thereof.
r other regul
cuss and appof the Stak
N LIMITED
itors;
ded in its ers of the
78 of the eting held
ector ector
on of
ipt of
ders 8 of
atory
prove the keholders
3. No
The BoaCompanon DeceNominat The re-c
Mr. AMs. PMr. S
Our Com
Terms
Role o
i. Foa ke
ii. Foiii. To
peiv. Id
mDipe
Quoru
The ComNominatRemune OUR KE The Key
Name
Design
OriginaQualifiTerm odate ofterm DetailsContraDetailsemployPast b
omination a
ard of Direcnies Act, 201ember 01, 20tion and Rem
constitution o
Name of DArihant Jain Priyanka BhaSavishesh Ra
mpany Secre
s of referenc
of Nominati
ormulation ofdirector and
ey manageriaormulation ofo ensure thaerformance bentifying peranagement irectors theierformance.
um and Mee
mmittee is retion and Reeration Comm
EY MANAGEM
y Managerial
nation
al Date of Joication of office withf expiration
s of Service act s of previouyments usiness
and Remune
ctors of our 3, or any su
018, constitumuneration C
of the Nomina
Director
ardwaj aj
etary and Co
ce
on and Rem
f the criteria d recommendal personnel f criteria for e
at the relationbenchmarks;rsons who ain accordanr appointme
etings
equired to memuneration mittee or 2 m
MENT PERSO
Personnel o
Mr
Ma
oining 23M.
h of
5 y
N.A
s HC
10
eration Com
Company hubsequent muted NominatCommittee in
ation and Re
DesChairmaMemberMember
mpliance off
muneration C
for determind to the Boaand other em
evaluation ofnship of rem and re qualified tnce with theent and rem
eet at least Committee
members, wh
ONNEL (KMP
of our Compa
r. Nitesh Jain
anaging Dire
/08/2010 B.A years; 24/10/
A.
CL Technolog
Years
120
mmittee:
has, in pursodification(stion and Rem
n its Meeting
emuneration
signation an
ficer will act a
Committee n
ning qualificaard a policy, mployees; f Independen
muneration to
to become de criteria la
moval and sh
once a yearis one third
ichever is hig
P)
any are as fo
n M
ector C
25M
/2023 N
N
gies Ltd N
2
HUM
suance to p) or amendmmuneration Cheld on Feb
Committee i
NNon ExeNon ExeNon Exe
as the secret
not limited t
ations, positivrelating to t
nt Directors ao performanc
directors andid down, anhall carry ou
r. The quorumd of total mgher.
ollows:-
Mrs. Vaishali
Chief Financia
5/10/2018 MCA & M.Tec
.A.
.A.
IL
Years 5 Mon
MMING BIRD
provisions of ment(s) thereCommittee aruary 09, 20
s as follows:
Nature of Dicutive Indepcutive Indepcutive Direct
tary of the Co
to but includ
ve attributes he remunera
and the Boarce is clear an
who may bend recommeut evaluation
m necessarymembers of
Jain
al Officer
ch
nths
EDUCATION
f Section 17eof in its Meeand re-consti19.
:
irectorship pendent Direcpendent Director
ommittee.
des:-
and indepenation of the
rd; nd meets ap
e appointed end to the n of every
y for a meetithe Nomina
Mr. MayanSingh Company S& CoOfficer 25/10/2018B.Com & CN.A.
N.A.
Prashant GAssociates 2 Years
N LIMITED
78 of the eting held ituted the
ctor ctor
ndence of directors,
ppropriate
in senior Board of director‘s
ng of the ation and
nk Pratap
Secretary ompliance
8 CS
Gupta &
ExperiYears)FunctiRespoarea of
Relatioother KCompe/remunto thethe F2017-1Status(PermaemployotherwSharehKMP
Notes:
Thotse
Nofro
Nocobepr
Exou
BONUS CurrentlpersonnRemuneManageannual sCompan CHANG The follothe date
Name ManagePersonnMr. Nite
Ms. VaisMr. MSingh
ence (No. ) onal
onsibilities af experience
onship wKMP ensation neration pae KMP duriinancial Ye8
s of each KManent yee
wise) holding of t
here is no athers pursuaelected as keone of our Kom our Comone of our Kompany; althenefits are grovided by ouxcept as meur Company
S OR PROFIT
y, our Compnel. In futureeration Comerial Personnsalary withinnies Act, 201
GES IN THE
owing are thee of filing this
of Keyerial nel
esh Jain
shali Jain Mayank Pr
of
and e
LomaacpoopCo
with HuVa
aid ing ear
5,4
MP
or
Pe
the 1,7
arrangementant to which ey manageriaKey Managerpany, other t
Key Managehough they agranted upour Company ntioned abovas on the da
T SHARING P
pany does ne, Discretionmmittee/Boardnel, working the limits la3.
KEY MANA
e changes inProspectus,
y Date
25/10
25/10ratap 25/10
ooking over aarketing relattivities, targe
otential clientsperations of thompany usband ofaishali Jain 40,000/-
ermanent
79,996
t / understanany of the
al personnel.rial Personnethan their remrial Personnare abide by
on their termas per the teve, none of tate of this Pro
PLAN FOR TH
not have anyary bonus md of Directoof the Comp
aid down und
AGEMENT P
n the Key Ma, otherwise th
of Event
0/2018
0/2018 0/2018
121
all ted eting s and he
LoFacC
f Mrs. W
5
P
1
nding with mabove ment
. el has been muneration iel has entery their terms
mination fromerms of appothe Key Manospectus
HE KEY MAN
y bonus or pmay be paidtors, dependpany and othder Para A o
ERSONNEL
anagement Phan by way o
Natur
Change DesignaAppointmAppointm
HUM
ooking over inance relatectivities of th
Company
Wife of Mr. Ni
,40,000/-
ermanent
,00,000
major sharetioned key m
granted anyn the last twored into any s of appointm employmeointment andnagerial Pers
NAGEMENT P
profit sharingd as may beding upon ther relevant of Section II
L
Personnel inof retirement
re of Event
ation ment ment
MMING BIRD
all ed e
tesh Jain
holders, cusmanagerial p
y payment oro years. formal servicments and rent other thad remuneratiosonnel hold
PERSONNEL
g plan for oue decided bthe performfactors subjeof Part II of
the last thret in due cours
Rchan
in Re-DeManagAppoiAppoiSecre
EDUCATION
Looking oensuring complianceCompany applicable l
NIL
NIL
Permanent
NIL
stomers, suppersonnel ha
r benefits of
ce contractsremunerationan statutoryon. any Equity S
L
ur Key Manby Nominatio
mance of thect to MaximSchedule V
ee years prese.
Reason for thnges in the b
esignated asging Directointed as CFOinted as Com
etary
N LIMITED
over and
e of the with all aws.
ppliers or ave been
any kind
s with our n and no
y benefits
Shares of
agerial on and e Key
mum of V of the
eceding
he board
s r
O mpany
and
EMPLOY As on temploye
PAYME Except tpaid anyand hasof this Pconsider
YEE STOCK
he date of fees.
NT OF BEN
the statutoryy sum to its es not paid anyProspectus wration for pay
OPTION SCH
filing of Pros
EFIT TO OF
y payments memployees iny non-salarywe do not iyment of givi
HEME
spectus, our
FFICERS OF
made by our n connection
y amount or bntend to paing of the be
122
r company d
F OUR COMP
r Company, in with superabenefit to anay or give tonefit.
HUM
does not ha
PANY (NON
in the last twannuation pay of its officeo any office
MMING BIRD Comp
ave any ESO
-SALARY R
wo years, ourayments and ers. Additionar any payme
EDUCATIONpliance office
OP Scheme
RELATED)
r company h ex-gratia/ really, as on thent or bene
N LIMITED er
for its
has not ewards he date efit and
Mr. NiteProspecPromoteCompan The deta
Date oAge PAN PasspAadhaDrivingName Bank AEducaExperiBusinePresenAddrePositiopast DirectoOther Specia
sh Jain and ctus, our Prer Group will ny.
ails of our Pr
of Birth
port Numberar Card No. g License of Bank
Account Noational Qualiience in ess nt Ress on/posts he
orship held Ventures al Achievem
O
Mr. Narenderomoter hold
continue to
romoters are
r
o. ification
esidential
eld in the
ments
OUR PROMO
er Kumar Jads 2,59,996 hold the ma
as follows:
Mr. NitesMr. NitesCompanyarea of Managingbrings valof our Co Venturingrewardingcompany earned evtake firmOlympiadoperation.
06.12.19832 YearsAFIPJ299A563322138330743P0805200HDFC BaAccount NMBA 10 Years
H-34/77, V
Managing
NIL NIL Awarded
123
OTERS AND
ain are the pEquity Sha
ajority of our
sh Jain sh Jain agedy. He is havin
managemeg Director oflue addition mpany since
g into the fg with humb
towards a very year. H
m & visionard organization, no physica
86
90R 130778 06486625
ank Limited No. 0886100
Vishram Cho
g Director
with Asia’s G
HUM
D PROMOTE
romoters of ares of our post-issue p
d 32 years isng more thaent, marketf our Compato our Comp
e August 23,
field of eduble acknowlefuture of gro
He leads thery decisionson came tol office and o
00012851
owk, Sector-
Greatest Lea
MMING BIRD
RS GROUP
our CompanCompany.
paid-up equity
s the Managn 10 years oting and aany with cor
pany. He has2010.
ucation has edgements. owth with coe company w. His visiono life with one dream.
3 Rohini Del
aders of Year
EDUCATION
ny. As on daOur Promo
ty share capi
ging Directorof experienceadministratiorporate acums been on the
been consHe is head
ommendablewith the coun of setting
a single
lhi-110085
r 2017-18
N LIMITED
ate of this oters and ital of our
r of our e in the on. As men he e Board
sistently ding his e profits rage to up an
handed
Date oAge PAN PasspAadhaDrivingName Bank AEducaExperiBusinePresenAddrePositiopast DirectoOther Specia
DECLAR We decland paswhich thStock Ex There ha RELAT There isdescribe
NameMr. Nare
of Birth
port Numberar Card No. g License of Bank
Account Noational Qualiience in ess nt Ress on/posts he
orship held Ventures al Achievem
RATION
lare and consport numbe
he specified xchange.
as been no c
TIONSHIP OF
s no relatioed below;
e of Directoender Kumar
r
o. ification
esidential
eld in the
ments
nfirm that theers of our Prosecurities ar
change in the
F PROMOTE
onship betwe
r r Direc
Mr. NarMr. NarDirectorexperienimplemeexecutivphilanthaffinity ffacilitatiHis conHumminalso hrequiremdiversifiand thehim withInternatorganizaproper sThe finEducati07.09.156 YearAAEPJ2A562542591374N.A State BaAccountMatricul41 Year
House N
Non-Ex
NIL NIL NIL
e details of thomoters are re proposed
e promoters
ER WITH EA
een Promote
Designctor
124
render Kumrender Kumr of the Conce of moreentation. He ve leadershhropy. He hfor cultivatinng, and builntribution is ng Bird all th
helped Humments of pication of Huen abroad ish whom Humtional Brand.ational stratstrategic pla
nancial plannon also got i962 rs 2101K 416 459667
ank of Indiat No. 302688lation rs
No.-77 Block
xecutive Non
he permanenbeing submto be listed
of our Comp
ACH OTHER
ers of our
nation
HUM
ar Jain ar Jain, ageompany sin
e than 41 yehas profess
hip accompas strong dg relationshiding consenimmense i
hroughout Indmming Bird people of eumming Birds majorly plamming Bird . The skill setegy helpednning and prning and mts roots from
850201
k h-34, Secto
Independen
nt account nuitted to the Balong with f
pany since in
R AND WITH
Company w
Fathe
MMING BIRD
ed 56 Yearsce inception
ears in Businional experieplishments diplomatic skps and perssus among n creating dia and abro
Education every age Education t
anned by anEducation iset in monitor Humming rocess innov
management m him.
or-3 Delhi- 11
t Director
umbers, banBSE Limited, iling of this P
corporation.
OUR DIREC
with other D
Reler of Promote
EDUCATION
s is a Promn. He has ness strategence and sigin busines
kills and a suading, condiverse indiva strong te
oad. His expin meetin
and regionto all parts ond implemens now knownring, evaluati
Bird Educavations time t
of Hummin
10085
nk account n stock exchaProspectus w
CTORS
Directors exc
lation er Mr. Nitesh
N LIMITED
moter & a rich
ies and gnificant ss and
natural vening, viduals.
eam for erience ng the n. The of India nted by n as an ion and ation in to time. ng Bird
umbers ange on with the
cept as
h jain
Jain Mr. Nites
Mrs. Vai
INTERE Interest Our ProEquity Spayable Promoteby and apartner. fees, if aextent oAssociatemployeProspec Interest Except MOffice bproperty Interest As on thEquity Sdividendour ComCompan Also see PAYME No paymthis ProManageof this Pfor our P CONFIR Our ComRBI or bby them Further, from accindirectly Additionthe com
sh Jain
ishali Jain
EST OF OUR
t in the prom
omoters may Shares held
to them aners may alsoallotted to coIn addition,
any, payableof remuneration and to t
ee of our Cctus.
t in the prop
Mr. Narendey the Comp
y, whether lea
t as Member
he date of thShares of ourd declared, ifmpany and bny.
e Section title
NT OF BEN
ment has beeospectus excement’, ‘FinaProspectus. FPromoter
RMATIONS
mpany and Pby any other in the past o
our Promotecessing the cy from acqui
nally, our Prompanies, its
Mana
CFO
R PROMOTE
motion of ou
be deemedby themselv
nd other diso be interesteompanies and
our Promotee for attendintion and rethe extent o
Company as
perty of our
er Kumar Jaiany, neither ased, owned
r of our Com
his Prospectr Company af any, by ourbenefits and
ed “Our Man
EFITS TO O
en made or bcept as menncial Informa
Further as on
Promoters cor governmenor are curren
ers, promotecapital markering the secu
omoters, prompromoters a
aging Directo
O & Director(E
ERS
ur Company
to be intereves as well atributions in ed to the extd firms in whers, being Dirng meetingsimbursemen
of remuneratstated in s
Company
n (Promoterour Promot
d or occupied
mpany
tus, our Proand is therefor Company. d Directors,
agement-Int
OUR PROMO
benefit givenntioned / refeation’ and ‘Cn the date of
onfirmed thatt authority a
ntly pending a
ers’ group oret or have nourities.
moters’ grouand whole t
125
or
Executive)
y
ested in the as their rela
respect of tent of Equityhom either ofrectors may
s of the Boarnt of expenstion, if any, psection titled
r-Director), wter nor Promd till the date
moters and ore interesteExcept to thour Promote
terest of Dire
OTERS DUR
to our Promferred to in Capital Structf the Prospec
t they have nand there areagainst them
r directors haot been restr
p or directortime director
HUM
Son oKumaWife oDaugKuma
promotion oftive and alsothe aforesa
y Shares helf them is intebe deemed
rd or a commses, if any, paid for serv “Our Mana
who owns themoter group h
of this Pros
Promoter Gd to the extee extent of ser does not
ectors” on Pa
RING THE LA
moters in the this chapterture’ on pagctus, there is
not been dece no violation
m or restrainin
ave not beenained by any
rs do not havr, which are
MMING BIRD
of Promoter Mar Jain of Promoter hter in law o
ar Jain
f the Issuer o to the exteid Equity Shd by or that rested as a dto be interesmittee thereopayable und
vices renderagement” on
e premises uhave any intpectus.
Group collectent of their shshareholdinghold any ot
ge 115 of th
AST TWO YE
two years prr and in the e 109, 129 a
s no bonus o
lared as willfns of securitng period are
n directly or y regulatory a
ve direct or ine compulsor
EDUCATION
Mr. Narende
Mr. Nitesh jaof Mr. Narend
to the extenent of any dhares. Furthmay be subdirector, memsted to the eof as well asder our Artired as an ofn page 109
used as Regterest in any
tively hold 2hareholding ag of the Promther interest
is Prospectu
EARS
receding the section titleand 55 resp
or profit shari
ful defaultersties laws come continued.
indirectly, deauthority, dir
ndirect relatirily delisted
N LIMITED
r
ain and der
t of the dividend her, our bscribed mber or xtent of s to the icles of fficer or of this
gistered y of our
,59,996 and the
moter in t in our
us.
date of ed ‘Our ectively ng plan
s by the mmitted
ebarred rectly or
ion with by any
recognizby the B Also, ou We and
•
•
•
Dissoci Our Proyears. Details Our Prorespect OUR PR In additithe heaSTRUCTPromote
A. Na Rel
FatheMotheSpouBroth
Sister
Sons DaugSpouSpouSpouSpou
zed stock exBoard.
r promoters
Our Promot
No materialregulatory a
There are debenture/b
The details section titledon page 173
ation of Pro
omoters have
of Material G
omoter or Prto the equity
ROMOTERS
ion to our Pading “SharTURE” on paers’ Group:
atural perso
lationship wPromoter
er er se
hers
rs
hter se’s Father se’s Motherse’s Brothese’s Sisters
xchange or th
or directors
ers, Group E
l regulatory uthority in th
no defaultsond/fixed de
of outstandd “OUTSTAN3 of this Pros
omoters in th
e not disasso
Guarantee
romoter Groy shares of ou
’ GROUP
romoters nareholding oage 55 of this
ns who are
with
MMM-
M
-MM
r Mers Ms -
he companie
are not a fug
Entities, and
or discipline past one y
s in respeceposit holders
ding litigationNDING LITIGspectus.
he last three
ociated them
up had not ur Company
amed above f the Proms Prospectus
part of our
Mr. Nite
Mr. NarenderMrs. Madhu JMrs. Vaishali
Mrs. Nitika Ja
Ms. Anaisha Mr. Surya PraMrs. Ritu JainMr. Akshay J
126
es which is d
gitive econom
Companies
ary action hyear against
ct of payms, banks, FIs
n including iGATION AND
e year:
mselves from
given any my.
and personsmoters’ Gros, the followi
Individual P
esh Jain
r Kumar JainJain i Jain
ain
Jain akash Jain n
Jain
HUMdebarred fro
mic offender.
promoted by
has been taus;
ment of intes during the p
its nature anD MATERIAL
m any Comp
material gua
s whose shaup” under ng individua
Promoter Gr
Mr. N
n Mr. MMrs. CMrs. MMr. KaRupesMrs. RGuptaMr. NMrs. NMr. NMr. MMr. SMrs. RJain
MMING BIRD m accessing
y the Promote
aken by a s
erest and/orpast three ye
nd status arL DEVELOP
any during t
rantees to a
areholding isthe section
ls and entitie
roup:
Narender Ku
Mansingh JainChameli JainMadhu Jain amal Jain, Msh jain Ritu Jain, Mra itesh Jain Nitika Jain emchand Ja
Mala Jain hravan Jain Rita Gupta, M
EDUCATIONg the capital
ers confirm t
stock excha
r principal ears.
re disclosedPMENTS” ap
the precedin
any third pa
s aggregatedn titled “CAes form a par
umar Jain
n n
Mr.
rs. Sunita
ain
Mrs. Anju
N LIMITED
market
that:
ange or
to the
d in the pearing
g three
rty with
d under APITAL rt of the
B. Co
Any bodmore ofpromoteor a firmpromotememberAny bodprovidedof the eqAny Hinaggregarelativesof the to
C. Co
Any Bodof the eqan immeHUF in wimmediaAny Bodprovidedequity shAny Hinaggregaimmediapercent. For furthGROUP
ompanies re
Nature ody corporatef the equity er or an immem or Hindu Uer or any oner dy corporate d in above hoquity share cdu Undivide
ate share os is equal to otal capital
ompanies, P
Nature ody Corporatequity share cediate relativwhich promoate relative isdy corporated above holdhare capital.
ndu Undivideate shareholdate relatives
her details onP COMPANIE
elated to our
of Relations in which twshare capit
ediate relativUndivided Fae or more of
in which a bolds twenty p
capital ed Family or of the promor more than
Proprietary c
of Relationse in which tencapital is he
ve of the prooter or any os a member. e in which Bods ten perce
ed Family or ding of the is equal to
n our “GroupES/ENTITIES
r Promoter C
ship wenty per ceal is held b
ve of the promamily in whic
their relative
body corporaper cent. or m
firm in whicmoter and n twenty per
concerns, H
ship n percent or ld by promomoter or a fi
one or more
ody Corporaent or more o
firm in whicpromoter anor more tha
p Entities” reS” beginning
127
Company:
nt. or by the moter ch the e is a
ate as more,
ch the their cent.
HUF’s related
more oter or irm or of his
ate as of the
ch the nd his an ten
fer Chapter on page 18
HUM
N
O
d to our pro
N
titled “INFOR1 of this Pros
MMING BIRD
Name of EntiNot applica
Not applica
nmouseclick
moters
Name of EntiNot applica
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he company not express date or for apreparation
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our report of
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he above stary statements
even date
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140
AND NOT
n August 23, n Private LimNCT of Delhc Limited CoLimited” vidmpanies, NC
h Jain, Founin more th
g Olympiad dents are evarelative to theents on their ning, logical, nd weaknesns and realizy for schoolsrovided by o
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MENTS:-
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MMING BIRD
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mpiad is a d syllabus minations as well as s, helping vert their an added rowess of
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lan is a postto a sepa
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141
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ether there isny estimatescoverable am
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MMING BIRD ded to its bopreviously as
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mpiad Comp
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d at the excunt of exchacquisition of
n under whicpany makesributions to E
EDUCATIONook value onssessed sta
r the assets nies Act, 201
f a qualifyinged as period
ion that an aerable amoue cash generunt is reducnized in the p
provision, if
petition”. Hen
ic benefits w
Accounting S
change rate pange differenfixed assets
ch the comps specified Employees P
N LIMITED nly if they andard of
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g asset is cost and
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any ; for
nce AS-2
will flow to
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pany pays monthly
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12. ACC
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Provisioa reliable Continge
a)
b)
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The compaprovision of Employee Gmade in the Gratuity is provided basShort term Eon a month basis of actu
COUNTING
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NTINGENT L
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FOR TAXES
r current taxering tax allox on timing dx rates and t
x assets on here is a virtuasonable ce
LIABILITIES
gnized only wf the amount
s disclosed f
ligation whicany or igations aris
will be requireannot be madAssets are nof income tha
contingent but probabl
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R SHARE:
Earnings Per ax effect of rnings per sh
res used in onsidered fot would have
ue of bonusn increase in
or the proporat the beginn
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S ON INCOM
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unabsorbed ual certainty rtainty of the
S AND PROV
when there ist of obligation
for
h will be con
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liability is my will not, ren that the lik
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computing dr computing been issued
s shares or n the resourcrtionate channing of the ea
142
ncashment eing made. the Defined
ose employeetirement of on made. eave benefit,o employeesear basis.
ME
ased on the d exemptionsbetween taxaenacted or s
tax losses aof their reali
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VISIONS
s a present on can be ma
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e past eventsthe obligatio
ed in the finar be realized
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company condinary/excep
weighted aver
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share split ces. The numnge in the narliest period
HUMand accumu
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obligation as ade.
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EDUCATIONLeave. There
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shares outstautstanding boutstanding
N LIMITED efore, no
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Act, 1961
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15. CAS Cash floof transaor paymflows fro 16. GOV
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The comsegmensegmenreward. 5. Prov ContingeThere arthe year 6. Rela Related Standard 7. Acc Deferredthe end
SH FLOW:
ows are repoactions of no
ments and iteom operating
VERNMENT
mpany had no
ANGES IN TED FINANC
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ES ON REST
inancial stat2018 and 30t
The financiaings and adings and adarily be same
ployee bene
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gment Repor
mpany is requts have, howts within the
visions, Con
ent liabilities re no contingrs covered by
ated Party D
party transds) Rules, 20
counting for
d Tax liabilityof the year is
rted using thon-cash natum of income
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T GRANT
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ACCOUNTCIALS
in significansis of estimapany in this r
TATEMENT
ements for th Sep. 2018
al statement djustments cdjustments, te those appe
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not adopted
rting (AS17)
uired to disclwever, beene meaning o
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r Taxes on In
y/Asset in vies reported as
he indirect mure, any defee or expensend financing
any governm
ING POLIC
t accountingates made byregard.
S MADE IN
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including finonsidered athe amount earing in the
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AS 18)
e already rended, in the A
ncome (AS 2
ew of Accouns under:
143
ethod, whereerrals or accres associatedg activities of
ment grant ye
CIES IN TH
g policies excy the manag
THE RESTA
ded March ed as per SC
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e respective
ing Standard
rmation requs the compag Standard-
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NCIALS
arch 2016 , Companies
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EDUCATION
djusted for thperating cashcing cash flowgated accord
COVERED
atuity which hh basis of ac
31st MarchAct,2013.
red after make. As result s/information
ments for the
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axes on Incom
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he effects h receipts ws. Cash
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has been ccounting
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8. Earn Earningsfinancial 9. Leas Finance Leases leased itand presleased alease lia Operati Lease was operaaccount Operatinrenewabpaymenfinancial 10. MAT Approprreclassifensure c
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e Lease
which effecttem are classent value ofassets. Leasability based
ng Lease
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TERIAL ADJ
riate adjustmfication of thconsistency a
ility
er Restated
come Tax
depreciation
ax rates
ts(B)
e of Deferred
hare (AS 20
have been .
tively transfesified as Finaf the minimuse paymentson the implic
sser effectiveOperating l
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are mainly inal consent. Tthe companhead Other.
JUSTMENTS
ments have behe corresponand complia
30-09-20
d 3.80408
6.57675 2.7727
0.7209 0.6917 0.0292
d 0.7209
0):
calculated
r to the comance Lease. m lease pay
s are apporticit rate of retu
ely retains suease payme over the Lea
n the nature here are no y are recogn
S [AS PER S
een made innding items once with requ
144
018 31-0
4.07 6.76
2.68
0.69
0.59
0.10
0.69
is already r
mpany all risk Lease renta
yments at theioned betweurn.
ubstantially aents are recoase term.
of lease of restrictions inized in the
SEBI (ICDR)
n the restatedof assets, liauirement of S
HUM
As
3-2018 3
64 6 25 8 61 1
17 0 05 0 12 0
17 0
reported in t
ks and benefals are capitae inception oen the finan
ll risks and bognized as
office premmposed by lstatement p
REGULATIO
d financial stabilities and Schedule III
MMING BIRD
at
31-03-2017
6.0897 8.0666 1.9769
0.5905
0.24488 0.3456
0.5905
the Annexur
fits incidentaalized at the lf the lease te
nce charges
benefits of than expense
ises with noease arrangrofit and loss
ONS,2018]
tatements, wcash flow sand Account
EDUCATION
Amount (
31-03-2
8.2571 9.0496 0.7925
0.2449
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classified it & Loss
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2
Total
Profit a Realizat In the ocurrent amounts Contrac All otheappropri Amount Amounts For NarCharterFRN:004 CA YogPartner MemberDate: 13Place: J
ent of adjus
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lars
before Tax A
. IT paid
2. DTA/(DTL)
after Tax As
tions:
opinion of theassets, loans at which th
ctual liabiliti
er contractuaiately provide
ts in the fina
s in the finan
rendra Sharmred Account4983C
gesh Gautam
rship No. 723-12-2018 Jaipur
tments in th
of Profit afterted below inr the respect
As Per Audite
) Adjustment
Per Restate
e Board andns and advaey are stated
ies
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t
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ents are in lak
145
l Statements
audited reshis summaririod and its i
Amount (InLakhs.) Year ended30-Sep 2018 49.6695
12.9141 0.0292 36.7847 36.7847
t of its known the ordinance sheet.
with busine
khs. Figures
HUM
s
ults and thezes the resumpact on the
n Amount Lakhs.)
d Year 2018 14.6205
4.0038
0.1012 10.5675 10.5675
wledge and bry course of
ss operation
in brackets
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e Profit after ults of restate profit & loss
(In AmouLakhs
017- Year 17
6.5533
2.4397
0.3456
4.4593
4.4593
belief, the vaf business, n
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EDUCATION
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2016- Ye16
3
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N LIMITED
Restated de in the ompany.
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ization of than the
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146
CAPITAL, R
30-09-201
50.00
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te number of
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g as at: -
18 31-03-20 10,0
MMING BIRD
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As at 2018 31-0
00 1
00 1
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81 157 4
38 5
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shares.
ares having a
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ting policies s and cash
As at 2018 31-0000 10
EDUCATION
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(Rs.
03-2017 31
1.00
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- -
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03-2017 310,000
N LIMITED
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ares issued
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- - - - -
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ANNEX
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N LIMITED
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149
RRED TAX
30-09-2018
(0.69)
(0.03)
0.00
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ad with the loss accoun
F LONG TER
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T OF TRADE
30-09-2018 - - -
n the restated
HUM
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8 31-03-20
(0.59)
(0.10)
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RM PROVIS
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- - - -
E PAYABLE
31-03-201
-
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MMING BIRD
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the year end
018 31-03-
(0.24)
(0.35)
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accounting pflows statem
IONS
s at 31-03-20
- - - -
ES
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-
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ANNEXS
(Rs. ided
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0.00
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ANNEX
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ANNEX
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above statemry statementres IV, I, II anunt due to enMedium Entee with the C
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0.102.880.170.220.010.42
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h the significties, profits
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T LIABILITIE
30-09-2018-
- - -
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- - - - - -
n the restate
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ENT OF FIXE
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ES AND SHO
31-03-20-
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ED ASSETS
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ORT TERM P
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1.6--
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statement of
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at 31-03-201
0.38 4.97 0.41 0.33
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ANNEX
PROVISION
(Rs. I
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61 - -
24 85
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f assets and
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ANNEX
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7 31-03
17
N LIMITED o restated aring in
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eds to be
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S
n Lakhs)
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1.46 - -
5.39 6.85
-
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1.13
liabilities
o restated aring in
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n Lakhs)
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- - - -
Total Ta (ii) IntanGrand T Notes 1. The fiof the Co2. The asummarAnnexur
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UnsecurSecurityCapital AOther AdLoans & Total
angible Ass
ngible AssetTotal
igures discloompany. above statemry statementres IV, I, II an
lars
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-2018 3No of Shar
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G-TERM LO
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HUM4.08
-
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d summary
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ENT INVEST
As 31-03-2018ount
No of Shar
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- -- -- -
- -- -
- -
te number od summary
cant accountiand losses
OANS AND A
A-03-2018
- - - - -
MMING BIRD 6.09
-
6.09
statement of
ng policies aand cash
TMENTS
at 31-03-2
Amount
NoS
---
--
-
f shares.statement of
ng policies aand cash
ADVANCES
As at 31-03-2017
- - - - -
EDUCATION8
8
f assets and
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ANNEX
(Rs. I
2017 31o of
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- - -
- -
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ANNEX
(Rs. i
7 31-03
N LIMITED 8.26
-
8.26
liabilities
o restated aring in
XURE - H
n Lakhs)
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No of Shar
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- -- -- -
- -- -
- -
liabilities
o restated aring in
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n Lakhs)
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- - - - -
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PARTIC
Raw MaPackingStock-inGoods FinishedConsumParts Other Co Total
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Note-: 1. The fiof the Co
igures discloompany. above statemry statementres IV, I, II anof persons/ennagement anne whether th
CULARS
aterial Material
n-Process a
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nding for a pDirectors/
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igures discloompany.
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Relativempanies.
period not e/Promoters/P
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osed above a
are based on be read with
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STATEME
30
Finished
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TATEMENT O
3eding six mPromoter s of
xceeding 6 Promoter s of
are based on
152
n the restate
h the significties, profits
moters' and ditors. The Aomplete.
ENT OF INVE
0-09-2018 - - -
- -
- -
OF TRADE R
30-09-2018 onths (Unse
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- months (Un
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- -
n the restate
HUM
d summary
cant accountiand losses
'Group ComAuditors have
ENTORIES
31-03-201- - -
- -
- -
RECEIVABL
31-03-201ecured and
-
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-
- 3.36
d summary
MMING BIRD
statement of
ng policies aand cash
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As at 8 31-03-2
- - -
- -
- -
LES
As At 8 31-03-2considered
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(Rs. i
2017 31-03
ANNEX
(Rs. i
2017 31 Good)
ed Good)
f assets and
N LIMITED
liabilities
o restated aring in
mined by cedure to
XURE – J
n Lakhs)
3-2016 - - -
- -
- -
XURE - K
n Lakhs)
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-
-
-
- -
liabilities
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Cash ManageBalance- In Curr- In Ban Total
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above statemry statementres IV, I, II anof persons/ennagement anne whether th
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ment should ts of assetsnd III. ntities classi
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NT OF SHOR
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153
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30-09-20180.05
92.76
- 92.82
n the restate
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n with Banks
RT-TERM LO
0-09-2018wise stated
4.52 -
0.48 -
5.00
nces are recoup Compann the restate
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and losses
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SH EQUIVA
31-03-209.58
8.50
- 18.07
d summary
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against Ban
OANS AND
31-03-201
2.35 -
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coverable fronies. d summary
MMING BIRD ng policies aand cash
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ALENTS
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0.3
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statement of
ng policies aand cash
nk Guarantee
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- -
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om Directors
statement of
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been determmed any proc
ANNEX
(Rs. i
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f assets and
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e issued fav
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S
(Rs. i
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0
0
s/Promoters/
f assets and
N LIMITED o restated aring in
mined by cedure to
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n Lakhs)
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0.92
- 3.76
liabilities
o restated aring in
vouring to
XURE – M
n Lakhs)
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- -
0.34 -
0.34
Promoter
liabilities
3. The asummarAnnexur4. List determinany proc
PARTIC
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above statemry statementres IV, I, II anof persons/ened by the Mcedure to det
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e ceivable Insurance
igures discloompany. above statemry statementres IV, I, II an
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classification d on the cu
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ment should ts of assetsnd III. entities clasManagementtermine whe
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osed above a
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TEMENT OF
30-
are based on be read with
s and liabilit
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30-0
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-
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ome as recutions and bu
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154
h the significties, profits
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is accurate a
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0.03 0.03
n the restate
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NT OF OTHE
09-2018 31
- -
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urring/not-recusiness acti
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HUMcant accounti
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nd 'Promotee Auditors. Tand complete
URRENT AS
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- -
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ER INCOME
For the yea1-03-2018
- -
- -
curring, relatevity of the C
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MMING BIRD ng policies aand cash
er Group CoThe Auditorse.
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----
statement of
ng policies aand cash
E
ar ended 31-03-2017
- -
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ed/not-relateCompany as
statement of
ng policies aand cash
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ompanies' hs have not p
ANNEX
(Rs. i
-2017 31-0- - - -
f assets and
and notes toflows appea
ANNEX
(Rs. i
7 31-03- - -
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ed to business determine
f assets and
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N LIMITED o restated aring in
has been performed
XURE – N
n Lakhs)
03-2016 5.44
-
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o restated aring in
XURE – O
n Lakhs)
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ss activity d by the
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ENT OF MAN
anding as
ty shares )
nings Per (B/D)
r share number of
155
MENT OF TU
t 30-09-2018
-
-
-
-
-
108.65 108.65
uer, there is
NDATORY A
30-09-201883.16 36.78
- 36.78 4.50
1.80
97.84 19.21
10.00 20.37
44.23 18.48 46.05
HUM
URNOVER
8 31-03-20-
-
-
-
-
117.0117.0
no such item
ACCOUNTIN
31-03-217.3810.57
- 10.570.10
1.60
24.5511.94
10.006.60
60.81173.7910.86
MMING BIRD
For the ye018 31-03-
-
-
-
-
-
9 93.9 93.
m.
NG RATIOS
As at 018 31-03
6.84.4
-4.40.1
1.6
30.29.
10.2.7
65.9 68.
4.2
EDUCATION
ANNE
(Rs. I
ear ended -2017 31-0-
-
-
-
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.70 5
.70 5
ANNEX
(Rs. I
3-2017 31-81 46 - 46 10
60
.07
.51 1
.00 179
.47 3
.11 226
N LIMITED
XURE -P
n Lakhs)
03-2016 -
-
-
-
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51.56 51.56
XURE -Q
n Lakhs)
03-20162.35 0.78
- 0.78 0.10
1.60
9.55 13.65
10.00 0.49
33.00 23.52 1.47
Current
Note:- 1. Earnumber averageRatio ofrespectiv2. Dilutpotentia3. Weigrequirem2006. 4. Retu5. Curr6. The 7. As the8. Net and Net the purp9. Net aoutstand
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Names of the
escription of
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saction with C
Nature o
DirectorNarendraNitesh JaSalary PMadhu J
share = ding of equitshares outst right factor
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ment Person
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Payment ain
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n the compaary items as the restated ove ratios.(Face valueat the end of
MENT OF RE
arties with w:
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on
30-0
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282
156
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09-2018 31
2.70 0.00 2.70 8.95 2.73
HUM2.06
equity shaar. For the puShares and Rmber of sha
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ARTY TRANS
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A1-03-2018
5.40 0.00 5.40 16.80 5.40
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been calcules (Accounti
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dinary items PS are similaent of restateiabilities has
been compu
SACTION
carried out d
M/S PartnershiMr, NiteshPal Narendra Nitesh JainMadhu JaiVaishali JaNarendra Nitesh Jain
ed by Directo
As at 31-03-201
2.15 0.00 2.15 14.55 4.10
EDUCATION02
weighted alculating of
for the earling as on th
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lated in termng Standard
X 100. .
ar. ted profits ans been consi
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ANNEX
(Rs. I
during the ye
Onmousecip Firm h Jain and
Kumar Jain n in ain Kumar Jain n
or/KMP
17 31-
6.0.6.5.3.
N LIMITED 0.70
average weighted ier years,
he end of
number of
ms of the ds) Rules,
nd losses, dered for
ering the
XURE – R
n Lakhs)
ears and
click.com-
Mr, Amit
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.12 00 12 .86 10
Directors Directors
Notes: 1. The fiof the Co2. The asummarAnnexur3. List PersonnManagedetermin
Particul
Debt Short TeLong TeTotal DeSharehoShare CReserveLess: MTotal ShLong TeTotal De
Notes: 1. Short instalme2. Long instalme
Vaishali JAmit Pal Loan Re
s Nitesh JaMadhu JLoan TaMadhu J
s Nitesh JaCorporafrom which rManagemhaving influenc
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nel’s, and Rement and rene whether th
lars
erm Debt erm Debt ebt olders' Fund
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hareholders' erm Debt/Equebt/Equity
term Debts
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ent of term lo
Jain
epaid ain ain ken ain ain
ate Guaraenterprises relative of ment Perso
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STATE
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23
antee in
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are based on be read with
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which are expble within 12 debts other
ble within 12
157
2.72 3.50
- - - - - - -
n the restate
h the significties, profits
antly influenagement Peors. The Au
omplete.
CAPITALIZA
pected to be months.than Short months grou
HUM5.40 6.00
- - - - - - -
d summary
cant accountiand losses
nced by direersonnel’s hditors have
ATION STAT
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4538.1
-83.1
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paid/payabl term Debts
uped under o
MMING BIRD 3.95 6.50 5.98 5.68 0.31 0.74 0.74
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statement of
ng policies aand cash
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TEMENT
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e within 12 m
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EDUCATION2.
4.
4.
f assets and
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P, Key Mandetermined
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ANNEX
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Post-
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0 0 0
months and
d above but t liabilities.
N LIMITED 76 - - - - .84 - 84 -
liabilities
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158
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ENT OF TAX
30-09-20149.67
26.00% 18.50%
0.72
0.00
0.00
0.05
0.00 0.00
0.00
0.00
0.00
0.00 0.00
0.00
0.00 0.00 0.00 0.77 50.44 0.00 50.44 13.11 0.00
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The figures
X SHELTER
8 31-03-214.62
25.75018.50%
2.26
0.00
0.00
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0.000.00
0.00
0.00
0.00
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MMING BIRD of Assets a
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2 6.% 29.8% 18.5
3.
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EDUCATIONand Liabilitie
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ANNEX
(R
3-2017 31.55 870% 350% 1
.05
.00
.00
.00
.00
.00
.00
.00
.00
.00
.00
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.00
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30.90% 18.50%
2.60
0.00
0.00
0.04
0.00 0.00
0.00 0.00 0.40
0.00
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1.80
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Mat Creout of CYCumulat
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Notes: 1. The fiof the Ccapitalizrecalcula2. The asummarAnnexur
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edit AvailableY Taxes tive MAT Cre
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Alternate Tax Act,
uent Year
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are based onDepreciatio
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MMARY STA
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159
13.11
49.67 0.00 0.00
0.00 49.67 9.19
13.11 0.00
0.00
0.00
0.00 12.91
n the restateon was reca
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ATEMENT O
30-09-201
-
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- - -
-
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HUM4.00
14.620.000.00
0.0014.622.70
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0.00
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and losses
F CONTING
8 31-03-20
-
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- - -
-
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MMING BIRD 2.
2 6.0.0.
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2.0.
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statement ofe to regrouts, due to wh
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ENT LIABIL
As at 018 31-03-
-
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-
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EDUCATION.31
.55
.00
.00
.00
.55
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.00
.00
.00
.00
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f assets and uping of Ashich deprecia
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ANNEX
LITIES
(R
-2017 31-0
-
-
- -
-
-
-
N LIMITED
0.80
1.37 0.00 0.00
0.00 1.37 0.25
0.80 0.00
0.00
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liabilities sets and ation was
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XURE – U
Rs. Lakhs)
03-2016
-
-
- -
-
-
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Other Cappeal Total Notes: 1. The fiof the Co2. The asummarAnnexur Addition 1. Pleas http://hu
Claims agains
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nal Notes-
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160
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HUM-
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MMING BIRD -
-
statement of
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EDUCATION-
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f assets and
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pany:
N LIMITED
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liabilities
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Net WorEBITDAdepreciaRestatedLess: PrAdjustedNumberon the E
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OTHER FIN
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161
NANCIAL INF
NDATORY A
30-09-201883.16 50.40
36.78 -
36.78 4.50
1.80
97.84 19.21
10.00 20.37
44.23 18.48 46.05
5.09
ailable to ring the year to Bonus Sclosing num
ailable to eqe year.ing Equity S
escribed by th
e for Equity sLiabilities.ation reservesany, Basic ans as appearihe restated above ratios
e of Rs. 10 f year.
HUMFORMATION
ACCOUNTIN
31-03-217.3817.03
10.57-
10.570.10
1.60
24.5511.94
10.006.60
60.81173.7910.86
2.06
equity shaar. For the puShares and Rmber of sha
quity shareh
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MMING BIRD N
NG RATIOS
As at 018 31-03
6.89.9
4.4-
4.40.1
1.6
30.29.
10.2.7
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4.2
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areholders/ urpose of caRight Issue, re outstandin
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been compu
EDUCATION
(Rs. I
3-2017 31-81 90
46 - 46 10
60
.07
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.00 179
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N LIMITED
n Lakhs)
03-20162.35 4.28
0.78 -
0.78 0.10
1.60
9.55 13.65
10.00 0.49
33.00 23.52 1.47
0.70
average weighted ier years,
he end of
number of
ms of the ds) Rules,
rofits and has been
ering the
MANA
You showith ourentitled contingediscussibeen prPortionson otherfiscal ye SIGNIFI In the opdiscloseaffect orits mate 1. The meeting 2. The mfrom Rs2018. 3. The Vaishali on Septe 4. The mpublic limtheir ext 5. The (RecordCompanSeptembbonus s 6. The Priyanakan AddiSingh asin their m 7. The B(Indepen 8. The mMrs. Pri(Non-ExExecutiv2013 upexcess Novemb
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ICANT DEVE
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Board of Di held on Sep
members of s. 1,00,000 to
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ember 18, 20
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ny considereber 30, 201hares to the
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ber 15, 2018.
DISCUSSIO
e following dnancial informors” beginnincould affec
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ELOPMENT
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o affect the prwithin the ne
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the Compano Rs. 50,00,
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irectors of taj as an Addtor (Non-ExeSecretary an
d on October
rectors of thir meeting he
the Companaradwaj as Dr. Nitesh Jaent) and also0,000 and aled limit upto.
ON AND ANAO
discussion ofmation includng on page
ct our financany and, is with Indian sion are alsoar ends on the twelve-m
S SUBSEQU
rectors of ouere have norofitability of ext twelve m
he Company2018.
ny approved ,000/- in the
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he Company018) in theiroved the Bond of directorrs.
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25, 2018.
e Company eld on Novem
ny approvedDirector (Nonain as Manao approved tlso approvedo Rs. 5,00,0
162
ALYSIS OF OPERATION
f our financiaded in this Pe 20, which cial positionbased on oGAAP, the
o based on iMarch 31 of
month period
UENT TO TH
ur Company, ot arisen anyour Compan
months excep
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y recommenr meeting henus Issue in rs in their m
ny appointedctor (Non-Ex. Nitesh Jaince Officer an
appointed Mmber 13, 201
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HUM
FINANCIALNS
al position aProspectus. Y
discusses n and resulour restated
Companies internally pref each year,ended Marc
HE LAST FIN
since the day circumstanny or the valupt as follows:
the Rights is
the authoriznary general
ased from Rsy the Board
ersion of theVaishali Jain
22, 2018.
nded the Boeld on Septe
their extra-omeeting held
d Mr. Rishi xecutive Inden as Managnd Mrs. Vaish
Mr. Dhruv M18.
tment of Mr.Independenttor, Mr. Dhorrowing u/s
or advancing heir extra-ord
MMING BIRD
POSITION A
nd results oYou should aa number ots of operafinancial staAct and th
epared statis so all refer
ch 31 of that y
NANCIAL YE
ate of the lasnce that matue of its asse
ssue in the
ed share ca meeting he
s. 100,000 toof Directors
e Company fn as a Direct
onus Issue iember 30, 20ordinary gen
on Septem
Khanna, Mrependent), Ming Director,hali Jain as C
Malhotra as a
. Rishi Khant), Mr. Savisruv Malhotra
s 180(1)(c) ofloan, Invest
dinary gene
EDUCATION
AND RESUL
of operationsalso read thof factors, r
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EAR
st financial stterially and aets or its abil
ratio of 29:1
apital of the Celd on Septe
o 30, 00,000 in their mee
from private tor of the co
in the ration018; membe
neral meetingmber 30, 201
r. Arihant JMr. Savishes, Mr. MayanChief Financ
an Additiona
nna, Mr. Arihshesh Raj asra as Directof the Compatment & gua
eral meeting
N LIMITED
LTS OF
s together e section risks and following
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Company mber 03,
and Mrs. eting held
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ain, Mrs. sh Raj as nk Pratap cial officer
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ACTORS AFF
as otherwiser factors wh
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t Rate Risk
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GNIFICANT
nificant accong under Cha
GE IN ACCOU
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TS OF OUR
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es:
from opera
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al expendituration and oth
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e Company n their meetin
f the Compato Rs. 75,00,
FECTING TH
e stated in thihich could af
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t exposed to o such risk in
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ACCOUNTI
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UNTING PO
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OPERATIO
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onent of revughout India
e primarily cher expenses
Company ad member ober 05, 2018
approved thng held on Ja
ny approved,000 in their
HE RESULT
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it has an imork our marg
ING POLICIE
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OLICIES IN P
r “Financialolicies in last
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ration:
venue from oa and Overse
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163
approved theof the compa8.
he re-designanuary 14, 2
d to increaseextra-ordina
TS OF OPER
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m changes in
e risks due toase Compan
mpact on theins so as to
ES
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PREVIOUS 3
Information”t 3 (three) ye
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irect expens
HUM
e proposed Inany approved
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e the authorizry general m
RATION
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” on page 12ears.
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or expenses
taff welfare e
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108.65
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and prize
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165
nority Intere
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ember, 2018
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166
operations
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at 12.49% or the FY 2017.
167
nority
tions with
FY 2018 wasse of 24.96%of students t
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ompared to Rue was attribcompared to
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ARISON OF F
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lmost same a
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refer Annexginning on pa
168
57 Lakh in thof good incre
FY 2017 wase of 81.73%
akh in FY 2f increase in
. 27.19 Lakhunt of increas
akh in FY 20
kh in FY 201
Rs. 3.05 Lakh
total revenued on accoun
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HUM
e FY 2018 aease in Reve
as Rs. 93.70%.
017 from th printing cos
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EDUCATION
s. 4.46 Lakh ess than prop
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Rs. 23.83 La
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that of 2.66%venues and
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apter titled “
N LIMITED
in the FY portionate
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akh in FY
FY 2016
2016.
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% of total less than
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“Financial
OTHER 1. Unu
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MATTERS
usual or infr
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nificant ecotinuing ope
business hanges arisingtled ‘Risk Fae described
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rt from the rspectus, in oected to have
ure changesure increaseown
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details on thinning on pa
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he best of ouew suppliersome from ope
requent even
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s in relatioe in labour o
s future coscies.
ch material uction of ne
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of each maj
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publicly anno
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nts or transa
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spectus, thers.
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or industry
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ounced new
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on, as on the rs. Further, oiscal 2018 an
169
actions.
s, during thejudgment, w
materially af
expect it to cfied above ie 20 of this re are no kn
have had orrom continu
Section titledother known
pact on reven
een costs acosts or pr
enues will b
in net salesor increase
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segment in
ndustry plea.
w product or
ew product a
onal
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gle or few su
date of this our top ten cnd 2017 resp
HUM
e periods unwould be con
ffected or a
continue to bn the uncerProspectus.
nown factors
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and revenurices that w
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r business s
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MMING BIRD
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ted to haveons
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we are not dbutes 16.15%
EDUCATION
there have sual or infreq
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N LIMITED
been no quent.
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10. Com
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Note: 1. To therecordin 2. ThereSeptemb
mpetitive co
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e was no misber 30, 2018
onditions:
nditions are view” beginn
r knowledge revenues.
scellaneous i8 and March
as describing on pages
our Compan
ncome or ex31, 2018.
170
bed under ths 85 and 90
ny has not de
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HUM
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ustry Overvpectus.
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N LIMITED
iew” and
anner for
ended
The Comas on 30
mpany does 0th Septembe
not have aner 2018.
FINANC
ny Long Term
171
CIAL INDEB
m or Short T
HUM
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172
IZATION ST
Pre-issue a
- -
45.00 38.16
-
83.16 NA
rmined only a
as per Sch
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HUM
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he allotment
anies Act, 2
and Liabilitie
N LIMITED
In lakhs)
roposed
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2013 (as
es of the
Note:
Pursu2018;
“Materstatem
“Pendagains
Providquantioutcom
Providour CoLitigat
ExcepincludistatutocauseCompadversproceemay nSchedactionGroup
Excepdepartdirectilegal anon-pconduour Coyears;
Excepoutstaended
Part I - C
Continge
uant to Boardfor the purpo
rial Dues” mment for the p
ding Material st the entity o
ded that in caifiable, such me of such li
ded further thompany, Protions” irrespe
pt, as stated ing, but not lory authoritie
e notice orpanies/Entitiese effect onedings initiat
not have beendule V of the Cn has been tap Companies
pt as disclosetment of the ion issued byaction; (iii) peayment of s
ucted under tompany and or (vi) mate
pt as stated banding dues d on March 3
CONTINGEN
P
ent Liabilities
SE
OUTSTAND
d Resolution ose of this Is
means outstaperiod ended
Litigations” mor person in
ase of pendinlitigation be
itigation has a
hose criminaomoters, Direective of amo
in this sectlimited to sues or legal r legal no
es or againstn the busineted for econon awarded aCompanies Aaken by SEB
s/Entities.
ed below, theGovernment
y such Ministending procetatutory duethe Compand Subsidiarierial frauds co
below there to small sca1, 2018.
NT LIABLITI
Particulars
s
CTION X – L
DING LITIGA
passed by tssue and this
anding duesd on Septem
means all pesuch pendin
ng civil litigaconsidered
an adverse e
l proceedingectors and Grount involved
tion and menits, criminal proceedingstices pendit any other cess, operatioomic, civil or aand irrespectiAct, 2013) othBI or any sto
ere are no i)t or a statutotry or Depart
eedings initias by our Coies Act, 201
es including fommitted aga
are no Outsale undertakin
IES OF THE
173
LEGAL AND
ATIONS AN
the Board ofs Section;
s to creditorsmber 30, 2018
ending litigating matter exc
ation proceedas “Pending
effect on the
gs, statutory oroup Compa
d therein.
ntioned elseproceedings
s, including ting againstcompany orons or finanany other offive of whetheher than unclock exchang
) litigation orory authority atment or stat
ated against oompany; (v) 3 or any prefines imposeainst our Com
standing Mangs and othe
COMPANY
NIL
HUM
D OTHER IN
D MATERIA
f Directors o
s in excess 8.
ions, if the mceeds Rs 10.
dings whereing Material Loperations o
or regulatory anies/Entities
where in this, civil proceethose for ect our Comperson/s wh
ncial positionences (includer they are splaimed liabilit
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legal actionsagainst our Ptutory authorour Companyinquiries, ins
evious compaed or compompany in the
aterial Dues er creditors a
Y
L
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FORMATION
AL DEVELOP
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of Rs 10.00
monetary amo.00 lakhs;
n the monetaitigations” on
or performanc
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conomic offempany, Direchose outcomn of the Coding past caspecified undeties of our Cohe Company
s, pending oPromoters duity upon concy for economspections oranies law in ounding of of
last five yea
(as defined as per financ
Amount As on 30
EDUCATION
N
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any on Dece
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ount of claim
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d taxation mansidered “Pe
us, there areons taken byences, tax liactors, Prom
mes could haompany and ses where peer paragraphompany, and y, Directors,
or taken, by auring the lastclusion of su
mic offences; (r investigatiothe last five ffences done
ars.
above) to ccial stateme
(in Lakhs) 0.09.2018
N LIMITED
ember 01,
er financial
m by or
involved is nvent when thmpany.
atters involvinnding Materi
e no litigationy regulatory abilities, sho
moters, Grouave a mater
there are nenalties mayh (a) of Part I
no disciplinaPromoters,
any Ministryt five years; (uch litigation(iv) default anons initiated
years againe in those fiv
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not he
ng rial
ns or
ow up ial no or of
ary or
or (ii) or nd or
nst ve
(ii) ear
Part II -
1. FILE
A.
B.
C. (i)
(ii
D.
2. CASE
A.
B.
C.
D.
Part III -
1. CASE
A.
LITIGATION
D AGAINST
Litigation InNIL
Litigation InNIL
Litigation In) Direct Ta
NIL
) Indirect TNIL
Other PendNIL
ES FILED BY
Litigation INIL
Litigation INIL
Litigation i
(i) Dire NIL
(ii) IndiNIL
Other PendNIL
- LITIGATIO
ES FILED AG
Litigation In
N RELATING
T THE COMP
nvolving Cri
nvolving Ac
nvolving Taxax
Tax
ding Litigatio
Y OUR COM
Involving Cr
Involving Ac
involving Ta
ect Tax LiabL
rect Taxes L
ding Litigati
N RELATING
GAINST OU
nvolving Cri
G TO THE C
PANY:
iminal Laws
tions by Sta
x Liabilities
ons:
MPANY:
riminal Law
ctions by St
ax Liabilities
bilities
Liabilities
ions
G TO THE D
R PROMOT
iminal Laws
174
OMPANY
s
atutory/Reg
ws
tatutory/Reg
s
DIRECTORS
ERS AND D
s
HUM
ulatory Auth
gulatory Aut
S AND PROM
DIRECTORS
MMING BIRD
horities
thorities
MOTERS OF
:
EDUCATION
F OUR COMP
N LIMITED
PANY:
B. L
C. L
(i)
(ii)
D. O
2. CASE
A.
B.
C.
(
(
D.
Part IV-PROMO
1. CAS
NIL
Litigation Inv
NIL
Litigation inv
Direct Tax L
NIL
Indirect Tax
NIL
Other Pendin
NIL
ES FILED BY
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MUM APPLIC
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minimum numer of prospell the monies
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tions and gung rights:
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m for all inves
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Issue shall an 50, no al shall be unb
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be 50 sharelotment will blocked with
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S 15.03.20
table in resp
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193
will not be,and may noton, except i
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of the CompAct, 2013, shr:
der of the Eqares, as the
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in dematers registered ws require chaant.
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DICATIVE D.03.2019 .03.2019 .03.2019
MMING BIRD , listed or oor sold, andce with the
quity Sharesrship.
2013, the soons, vide Mof the death se may be,
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or, the holdepanies Act, 2r death duriare(s) by the er prescribedat the Regis
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C ISSUE
S ON 19.0
DATE
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CRIBTION
estricted to a
not receive n the date ofm the date oe listing or trered under unt receivedamount, the at the rate of
mber of allotctive allottee
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been and wde India andany such ju
194
unts of 27
Shares 28
does not coat all steps
mencement oe Offer Closof the Issue ding appro
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ed. Applicatioc holiday).
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nstitute anys for the cof trading ofsing Date, thPeriod by o
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Applications e day prior toe Closing Dae cautioned te, as is typicaof sufficient tder the Issueng the Appl
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KET MAKING
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196
account is incomplete
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mandatoryand rejected
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nd up to Rs.pproved by ather than thecast by share
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or equal to Rand Medium For further n titled “ISSge 191 and 1
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63,000 equithare includin. 215.16 Lak
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and NII: mber of Eq
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197
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ulation 229(1ereby, an issu
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MATION-TERProspectus.
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198
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212
traded only
ting Allotmeialize the Eqositories Act
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bscribing to th) to register tnors and/or
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ated Date: ations of the
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te corporate in 4 workings to the su
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EDUCATIONegment of t
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UM SUBSCR
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EFUNDS
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sure that all rading at all Registrar towith DPs, an
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213
e, the SCSBssue Accoun
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ny.
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n level. This “Stated Min
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ng devolvemhall Forthwits after the Isection 39 of th
MMING BIRD
sfers the funankers to the
of regret alonnts, if any w
mate the detaer Section 56
ENT OF TRA
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alities for listg Days of thEquity Shag Days of th
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214
of proposed ng which the
Date, the RA Account on
APPLICANTS
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MENT OR R
he public sharest at the rbeen dispatcectronic mand manner witd after the cls received am subscriptio
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REFUND:
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ity Shares mes may be re
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e Magistrate the signatures. he name(s) geneficiary aApplication
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given in the ccount is hForm shouldst holder of thand sub-cateplications uns are submittsubmitted blaws; the Client IDsystem of throkers or RTn the DeposApplication FSCSB and/roker Centre
215
mitted at the oker or RTAs
submitted ech of the SCa RegisteredCompany. gned by the ae mentioned
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HUMCollection c or DPs or S
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ntral or Statrcular datedrities marketSEBI circuln the securit
he exemptiod for investo
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ance with
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Ensure that thhe ApplicatioASBA Appliication Formthe SCSB wed at least o
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an acknowldicate in the As and DPs
on Form.
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216
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222
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of 50% of theilable for allo
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223
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225
REIGN OWN
s regulated hange Manas and the condian econom
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shares or sha
226
tor provided investor as s
n complied wnditionalitieson etc., are
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ation basis:
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ENTITIES
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227
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MMING BIRD
RTICLES OF
egulations, theiture, restricr splitting arerticle numbe
m in the Artic
& INTERPRE
the context r “this Compa
TED. s the “Comption or re-ef the Act sha sections en
ons” meany framed or a
s the Regist
the commonthe singular
mparting the nder and wocorporate ah.
a calendar my. rring to writinprinting, lithesenting or r
xt otherwisen these regu
Act or any date at w
ompany. s a “Public ) of the Company which-
ompany; aid up shard-up capital,
ed in Table all apply to ned shall bepany and foentatives. Th
mbers as if th
EDUCATION
F ASSOCIAT
he Main provctions on trane as provideer in the a
cles of Assoc
ETATION
otherwise reany” means
panies Act, enactment tall be deeme
nacted in mod
ns these Aas altered, fr
tered Office f
n seal of the shall includ
masculine gords impartin
and all othe
month and “ye
ng shall be cohography, phreproducing
e requires, thulations shastatutory m
which these
Company” mpanies Act-
re capital o, as may be pF in Scheduthe Compa
e the regulator the observhey shall behey are the t
N LIMITED
TION
visions of nsfer and ed below. rticles of
ciation.
equire HUMMING
2013 and hereof and ed to mean dification or
Articles of rom time to
for the time
Company. e the plural
gender shall ng persons er persons
ear” means
onstrued as hotography, words in a
he words or all bear the
modifications regulations
within the t, 2013 and
of five lakh prescribed ule I to the ny and the ions for the vance of its e binding on terms of an
SH
INCACO
CARRI
NEW AS EX
NON V
REPREFE
VOTPREFE
PROAPPL
REPREFE
ARE CAPIT
NCREASE OPITAL BY T
OMPANY HOIED INTO EF
CAPITAL SXISTING CAP
VOTING SHA
EDEEMABLERENCE SH
ING RIGHTSERENCE SH
OVISIONS LY ON ISSUEDEEMABLERENCE SH
TAL
OF THE OW FFECT
SAME PITAL
ARES
LE HARES
S OF HARES
TO E OF
LE HARES
3. Thamnuthto pointprrigorbythth
4. ThOrshthamberigprprdisvoSeof thSe
5. Exornecacoinstra
6. Thcadivterpeattregbe
7. SuAcprCoauco
8. Thonto un
9. Onprta
(a
229
he Authorisemount; dividumber of shae Memorand increase oower to dividto other clareferential , cghts, privilegr abrogate thy or in accore provisionse time beinghe Companyrdinary Resohares which e time of issmounts as me issued upghts and privrescribe and referential ostribution of
oting at Geneection 47 of tf the Compais Articles thection 64 of txcept so far ar by these pew shares sapital, and ontained, wistallments, ansmission, vhe Board shapital by wayvidends, eligrms and coermitted by ttached to thgulations, noteing in force.ubject to thect, 2013, threference sompany, liauthorizing suonditions of rhe holder ofnly on Resol his Preferender Section n the issue rovisions of ke effect:
a) No such S
HUMed Share Caded into sucares in the Cdum of Assor reduce su
de the shareasses and toconvertible, es, condition
he same in srdance with of the Comp
g in force. y may in Geolution incremay be un
sue in one ormay be deem
on such tervileges annein particular
or qualified f assets of eral Meetingthe Companny has been
he Directors the Companas otherwise
presents, anyshall be c
shall be sith referenc
forfeiture, voting and oall have they of non- vogibility, volu
onditions as law to iss
he subject htifications and
e provisionshe Companyshares whicable to bech issue sha
redemption.f Preferencelutions, whicence Share47(2). of redeema
Article 7 he
Shares shall
MMING BIRD pital of the Cch class(es)Company asciation of the
uch Capital es in the Cao attach thedeferred, qu
ns or restrictiuch manner the regulatiopany or the p
neral Meetinease its capiclassified anr more classed expedienrms and conexed thereto , such share
right to dthe Compan of the Comies Act, 2013
n increased shall complyies Act, 2013
e provided byy capital raiconsidered asubject to e to the p
lien, surrtherwise. power to iss
oting Shares me, quantumthey deem
sue shares however to p
enforceable
s of Section y shall havech are or e redeemedall prescribe
Shares shah directly affs and in c
able prefereereof, the fo
be redeeme
EDUCATIONCompany sh) denominats stated in Ce Company; from time to
apital for the ereto respecualified or otions and to vr as may be ons of the Cprovisions of
ng from timeital by creatnd may be cses and suchnt. The new snditions and as the reso
es may be isdividends any and with
mpany in conf3. Wheneverunder the py with the pr3. y the conditioised by the as part of tthe provisio
payment of render, tra
sue a part oat price(s)
m, proportionfit, in the without vo
provisions ofguidelines f
55 of the Ce the poweat the opti
d and the the manner
all have a riffect the righcircumstance
ence sharesllowing prov
ed except o
N LIMITED hall be such tion(s) and
Clause V of with power
o time and time being
ctively such ther special vary, modify determined
Company or f the law for
e to time by tion of new classified at h amount or shares shall d with such olution shall sued with a
and in the h a right of formity with r the capital rovisions of rovisions of
ons of issue creation of
the existing ons herein
calls and nsfer and
of authorised ) premium, n and other event it is
oting rights f law, rules, for the time
Companies er to issue ion of the
resolution , terms and
ght to vote hts attached es provided
under the visions-shall
ut of profits
RED
PURC
SUCONS
CA
DUCTION CAPITAL
CHASE OF OSHARES
UB-DIVISIOSOLIDATIONANCELLATIO
OF SHAR
OF
OWN
N N AND ONRES
opth
(bp
(cbtha
(dowtrRaACCRC
(eAmocm
10. Th55thSeincfro(a
(b
(c
In pacafro
11. Thwiowanpu
12. Su20in cowhbedivpr
230
of which wouproceeds of ahe redemptio
b) No such Spaid.
c) The prembeen providedhe Companyare redeemed
d) Where anout of the prowhich would ransferred toRedemption Ramount of thAct relating Company shCompanies AReserve AcCompany.
e) Subject toAct, 2013, thmay be affectof their issueconditions in may think fit.he Company5(1) & (2) ofe Companieection 100 clusive, and om time to tima) the sh
b) any c
c) any s
any mannearticular capialled up agaom any powehe Companyith all applicawn fully paidnd may makurchase. ubject to the 013 and othe
General Monsolidate itshereby any etween the hvisions, onereference or
HUMuld otherwisea fresh issueon.
Shares shall
mium, if any d for out of t
y's security pd.
ny such Shaoceeds of a fotherwise hao a reserveReserve Acce Shares reto the reduall, except
Act, 2013 apcount were
o the provisiohe redemptioted in accord and in the that behalf,
y may (subjef the Compes Act, 195to 105 of other applic
me by Specihare capital;
capital redem
security prem
er for the timtal may be pin or otherwer the Compay shall have pable provisiod Shares whke a paymen
provisions oer applicable eeting may, s Shares, oShare is su
holders of the or more o
special adva
MMING BIRD e be available of shares m
be redeeme
payable on the profits of remium acco
ares are redfresh issue, tave been av fund, to bcount", a sumdeemed, an
uction of theas providedpply as if th
e paid-up s
ons of Sectioon of preferedance with thabsence of , in such ma
ect to the pranies Act, 2
56, to the ethe Compa
cable provisial Resolution
mption reserv
mium account
me being, aupaid off on thwise. This Arany would hapower, subjens of the Act
hether or nont out of cap
of Section 61provisions o from time
or any of thub-divided mhe Shares reof such Shaantage as re
EDUCATIONe for dividen
made for the
ed unless th
redemption f the Compaount, before
deemed othethere shall ovailable for dbe called "m equal to t
nd the provise share capd in Sectionhe Capital Rshare capit
on 55 of the ence shareshe terms andany specificanner as th
rovisions of 2013 and Seextent applianies Act, ions, if any, n reduce
ve account; o
t.
uthorized by he footing tharticle is not tave, if it were
ect to and in act, to purchasot they are rpital in respe
1 of the Comof the Act, th to time, suem and the
may determinesulting fromares shall hegards divide
N LIMITED nd or out of
purpose of
ey are fully
shall have ny or out of the Shares
erwise then out of profits dividend, be the Capital the nominal sions of the pital of the 55 of the
Redemption tal of the
Companies s hereunder d conditions c terms and e Directors
section 52, ection 80 of icable, and 1956, both of the Act)
or
law and in at it may be to derogate e omitted. accordance se any of its redeemable ect of such
mpanies Act, e Company
ub-divide or e resolution ne that, as
m such sub-have some end, capital
MO
RESALL
RA
FURTO
ODIFICATIOOF RIGH
STRICTION LOTMENT ARETURN OFALLOTMENT
THER ISOF SHARES
ONHTS
ON AND F T
SSUE S
orascataca
13. WshSheathabthof paShcoto anomTh(inprexcladera
14. ThallthreCo
15. (1
231
r otherwise os aforesaid, ancel sharesken by any
apital by the Whenever thehares or othares, all orach class mae Companiebrogated, dee holders off that class assed at a hares of thontained as t every suchny power thmitted. he rights cncluding prefreferred or oxpressly provass, be deeealt with or vanking paripahe Board olotment of Se Companie
eturns as to ompanies Ac) Where at
proposesof further to personequity shcircumstathose shafollowing
(i) thenubethitheha
(ii) therigrenthenosta
(iii) aftafothede
HUMover or as c
the Compas which have
person andamount of th
e capital, by herwise, is r any of theay, subject t
es Act, 2013ealt with or vf not less thaor with the separate G
hat class, ato General M Meeting. T
he Company
conferred upference shar
other rights ovided by the emed not to varied by theassu therewitof Directors Shares to thees Act, 2013
allotment pct, 2013. any time, a
s to increaseshares, suc
ns who, at thares of the c
ances admitares by senconditions, n
e offer shall umber of shaeing less tharty days frome offer, if noave been dec
e offer aforeght exercisabnounce the em in favouotice referredatement of th
ter the expiryoresaid, or oe person to weclines to acc
MMING BIRD ompared wit
any in Genee not been d diminish thhe Shares so
reason of tdivided into
e rights and to the provis
3 be modifiedvaried with than three-four
sanction ofGeneral Mee
and all theMeeting shall This Article iy would ha
pon the hores, if any) oor privileges terms of thebe modifiedcreation or
th. shall obser
e public cont3, and shall provided for
a company its subscrib
h shares shahe date of thcompany in p, to the paiding a letternamely:—
be made byares offered an fifteen day
m the date ofot accepted,
clined;
said shall beble by the shares offe
ur of any otd to in claushis right;
y of the time on receipt of whom such cept the sha
EDUCATIONth the other(eral Meetingtaken or ag
he amount oo cancelled. the issue of to different privileges asions of Secd, commutehe consent irth of the issf a Special
eting of the e provisionsmutatis mut
is not to derave if this A
olders of tof any class shall, unless
e issue of Shd, commutedissue of furt
rve the resttained in Secause to be
r in Section
having a shbed capital ball be offeredhe offer, areproportion, aid-up share r of offer su
y notice specand limiting ys and not f the offer wi, shall be d
e deemed toperson con
ered to him ther personse (i) shall
specified in earlier intimnotice is giv
ares offered,
N LIMITED (s). Subject g may also greed to be of its share
preference classes of
attached to ctions 48 of d, affected, n writing of
sued capital Resolution holders of
s hereafter andis apply rogate from Article was
he Shares issued with s otherwise ares of that d, affected, ther Shares
trictions on ection 39 of e made the
39 of the
hare capital by the issue d- e holders of as nearly as
capital onbject to the
cifying the a time not exceeding thin which
deemed to
o include a cerned to or any of ; and the contain a
the notice ation from en that he the Board
SHDISP
D
POWSHAR
ACQ
ARES AT TPOSAL OF TDIRECTORS
WER TO OFFRES/OPTIONQUIRE SHAR
HE THE S
FER NS TO RES
(2
(3
Prcoissre
16. Su20CoDisaonpa53timof orpaasthprthwhShShnoth
16A (1
232
of thoclacosurepco
2) The no(1) shspeed existinopenin
3) Nothingsubscribexercisedebentuconvert compan
rovided that ontaining sucsue of such
esolution pasubject to the 013 and thompany for tirectors whoame or any on such termsar or (subject3 of the Comme as they mf the Companr persons thear or premius the Directoe capital of roperty sold e Company hich may sohares and ifhares. Providot be given toe Company ) Without p
Board unArticles othereof dprovisionsother appoint of (consequCompanypoint of tiof warranconsents
HUMDirectors ma
ose persons ause (a) or consideration ch shares port of a re
onditions as m
otice referredall be dispapost or thr
g shareholdng of the issu
g aforesaid sbed capital e of an opures issued
such debenny:
the terms ofch an optiondebentures sed by the cprovisions o
hese Articlesthe time bein
o may issueof them to ss and conditt to the compmpanies Actmay from timny in the Gee option or rm during su
ors think fit, the Companand transferin the cond
o be allottedf so issued, ded that opto any personin the Gener
prejudice to tnder Article 1of Associatiouly constituts of the Act,plicable law
time, offeent to incr
y, or optionsime, whethents or in an
and permis
MMING BIRD ay dispose oinclude the
clause (b), eother than is determin
egistered vamay be presc
d to in sub-catched throurough electrers at least
ue.
shall apply tof a comp
tion as a tor loan raisentures or loa
f issue of sun have beenor the raisinompany in g
of Section 62s, the Shareng shall be u, allot or othuch person, tions and eitpliance with tt, 2013) at a
me to time thineral Meetinight to call foch time and and may iss
ny on paymerred or for anuct of its busd may be is
shall be detion or right n or personsral Meeting. the generalit16 or in any on, the Boaed may, subrules notifie
s, rules ander existing rease of shs to acquirer such optiony other man
ssions as ma
EDUCATIONof them whetpersons refe
either for cascash, if the
ned by the aluer subjeccribed.
clause (a)(i) gh registere
ronic mode three days
to the increapany causeterm attacheed by the coans into sha
ch debenturn approved bng of loan bygeneral meet2 of the Comes in the caunder the coherwise dispin such pro
ther at a prethe provisiona discount aink fit and w
ng to give to for any Shard for such cosue and alloent in full or ny services rsiness and assued as fueemed to beto call for S
s without the
ty of the pow other Article
ard or any Cbject to the ed thereunded regulation
or furthehare capita
e such Sharns are grantenner (subjecay be requi
N LIMITED ther or not erred to in sh or for a e price of
valuation ct to such
of Clause ed post or to all the before the
ase of the ed by the ed to the ompany to ares in the
res or loan before the y a special ting.
mpanies Act, pital of the
ontrol of the pose of the portion and
emium or at n of Section and at such ith sanction any person es either at
onsideration ot Shares in
part of any rendered to any Shares lly paid up e fully paid
Shares shall sanction of
wers of the e of these Committee applicable
er and any ns, at any r Shares
al) of the es at any ed by way ct to such red) to its
APPPREM
O
POWCO
GENERISS
PLICATION MIUM RECEON SHARES
WER ALSO OMPANY RAL MEETINSUE SHARE
OF IVED
S
TO IN
NG TO ES
(2
(3)
17. (1)
(2)
18. In puCoof Shincpe
233
employeenot), whecash or combinattime bein
2) In additio(1), the BArticle 16would inteto the Coptions, awith the thereof dmay makof such tr
) The Boafor this petc. as mof achiev(2) above
) Where thwhether aggregateShares s"the secuthe Act rethe Compapply as share cap
) The secuanything Company
(a) In pbe full
(b) In Co
(c) In wpaior d
(d) In redor o
(e) Forsec201
addition to aurpose confeompany in Gf Section 62 ohares (whethcreased capersons (whet
HUMes, includingether at par,
for consideion thereof ag in force.
n to the powBoard may a6A (1) to aer alia includ
Company’s eas referred to
directions oduly constituke such provrust, as it dee
rd, or any Cpurpose, ma
may be necesing the objec
e he Companfor cash ore amount orhall be trans
urities premiuelating to thepany shall eif the securitpital of the C
urities premiuin clause
y:
paying up unissued to t
y paid bonuswriting off mpany; writing off thd or discoundebentures oproviding fo
demption of aof any debenr the purchcurities unde13. and without erred on theGeneral Meeof the Compher forming ppital of the Cther Member
MMING BIRD Directors (wat discount
eration otheas may be pe
wers of the Boalso allot theny trust, wh
de further traemployees [o in Article 1of the Boarted for this
vision of monems fit.
Committee tay do all sucssary or expectives set out
y issues Sr otherwise, r value of thsferred to anum account" e reduction oexcept as pries premiumompany.
um account (1) thereof
nissued Sharhe Memberss shares; the prelimin
he expenses nt allowed oof the Compaor the premany redeemantures of the hase of its er Section 68
derogating fe Board undeting may, suanies Act, 20part of the oCompany) srs or not) in
EDUCATIONwhether whot or at a prer than cashermitted by l
oard under Ae Shares refehose principansferring su[including b
16A (1)] in ard or any C
purpose. Tneys for the
thereof duly ch acts, deeedient for tht in Articles 1
Shares at a a sum equ
he premiumn account, to and the proof the sharerovided in th
m account we
may, notwitf be applie
res of the Cos of the Co
nary expens
of or the cor any issue any ; or
mium payabable preferenCompany. own share
8 of the Com
from the powder these Aubject to the013, determi
original capitashall be offesuch propor
N LIMITED ole-time or emium, for h, or any aw for the
Article 16A erred to in
pal objects ch Shares
by way of ccordance Committee The Board purposes
authorizededs, things, e purposes 16A (1) and
premium ual to the
on these o be called ovisions of e capital of his Article, ere paid up
thstanding d by the
ompany, to mpany as
ses of the
ommission of Shares
le on the nce shares
s or othermpanies Act,
wers for that Articles, the e provisions ine that any al or of any ered tosuch rtion and on
POWEMEE
AUTHO
SHARE
SHAA
ER OF GENEETING ORIZE BOA
OFFER RES/OPTIONEMPLOYEES
ARES A DISCOUNT
ERAL TO
RD TO
NS TO S
AT T
suwiAcGeancaeit52patimGemor
18A (1)
(2
19. Ththif t
234
uch terms anith the provisct, 2013) at eneral Meetny person (wall for or buyther (subject2 and 53 of ar or at a dimes and for eneral Meetake any other disposal of ) Without p
General Mof these may, subrules notirules andBoard or existing oshare casuch Shaare grant(subject trequired) Directors at discouother thapermittedGeneral Mother wriaforesaid
2) In additiothe GeneCommitteall such achieve writing ap
he Companye issue of Sthe following
(a) thepass
(b) the currclaswho
(c) not issucom
(d) wheliste
HUMnd conditionssions of Seca premium ing shall det
whether a Mey allotted Sht to complianthe Companscount, suchsuch considting or the Cer provision any Shares.
prejudice to tMeeting undArticles of A
bject to the fied thereund regulations,any Commit
or further Shpital) of the
ares at any ped by way oto such consbe allotted/g(whether w
nt or a premn cash, or a
d by law foMeeting mayiting, as ma purpose.
on to the poweral Meeting ee thereof tothings as mthe objecti
pproved undey shall not is
Sweat Equity g conditions a
e issue is ased by the co
resolution spent market p
ss or classeom such equi
less than oe, elapsed
mpany had co
ere the equd on a reco
MMING BIRD s and either ctions 52 andor at par or termine and ember or no
hares of any nce with thenies Act, 20h option beieration as mCompany in whatsoever
the generaliter Article 18 Association, applicable pder and any , determine, ttee thereof hares (conse
Company, point of time, of warrants osents and pegranted to itshole-time or
mium, for casny combinat
or the time y also approay be set o
wers containmay author
o exercise almay be neces
ves of anyer the aforesassue SharesShares of a
are fulfilled, n
authorized byompany;
pecifies the nprice, considees of directoty shares are
ne year hassince the
ommenced b
uity shares gnized
EDUCATION(subject to
d 53 of the r at a discou
with full poot) the optiony class of thee provisions 13) at a preng exercisab
may be directGeneral M
for the issue
ty of the pow or in any otthe Genera
provisions oother applicor give the rto determineequent to inor options t whether su
or in any otheermissions as employeesr not), whethsh or for contion thereof a
being in foove any Schout before
ned in Articlerize the Boal such powessary or exy Scheme/aid Article.
s at a discoua class alreanamely:
y a special
number of seration, if anors or empe to be issue
s, at the datdate on w
business; and
of the com
N LIMITED compliance Companies
unt as such wer to give
n or right to e Company of Sections
emium or at ble at such ted by such eeting may
e, allotment,
wers of the ther Article al Meeting of the Act, cable laws, right to the e, that any ncrease of to acquire ch options er manner as may be , including
her at par, nsideration as may be orce. The eme/Plan/ it, for the
e 18A (1), ard or any ers and do pedient to Plan/other
unt except dy issued,
resolution
hares, the ny, and the ployees to ed;
te of such which the d
mpany are
INSTSHAR
THEISSU
FU
ACC
DEPOETC
L
DEMAOF
TALLMENTSRES TO BE D
PAID
E BOARD MUE SHARESULLY PAID-U
CEPTANCESHARES
OSIT AND CC., TO BE DE
PAYABLE
LIABILITY OFMEMBERS
ATERIALIZAF SECURITIE
S OF DULY
MAY S AS UP
OF
CALL EBT
F
ATION ES
2
20.
If orpadubethpudaprexprwe
21. SuBoCoorbuShup
22. AnShShmotplath
23. ThalldirrethMto an
24. Evexto bythmacfo
25.(A)
De BenaSEIn Byun
235
stocissuby tbehaequpres
by the condr any part ofayable by inue, be paid teing and frome Shares ourposes of thate fixed forovisions of xpenses forrovisions of ere a call du ubject to theoard may aompany as pr for servicesusiness or inhares which p or partly pany applicatiohare(s) in thhare therein,eaning of ththerwise accaced on theis Article, behe money, iflotment of arect to be p
espect of anye inscriptionembers as t and recovend shall be pvery Membextent of his a pay to the Cy his Share ereon in sucanner as theccordance wr the paymenefinitions:
eneficial Owame is recordEBI “SEBI” dia.
ye-Laws “Bynder Section
HUMck exchangeed in accordthe Securitiealf and if thity shares ascribed rulesitions of anyf the amoun
nstallments, to the Compm time to tim
or his legal hese Articlesr payment these Articl
rfeiture and the Articles ly made notif
e provisions allot and isspayment for as rendered ton satisfactionmay be so i
aid up Shareson signed byhe Company, shall be anhese Articles
cepts any She Register ofe a Member.f any which any Shares paid by wayy Shares allon of the namthe holder ofrable by the aid by him ar, or his heirs
assets which Company thwhich may, ch amounts e Board of Dwith the Comnt thereof
wner “Beneficded as such means the S
ye-Laws” me26 of the De
MMING BIRD e, the sweadance with tes and Exchey are not re issued in
y allotment ofnt or issued every such any by the p
me shall be trepresentati
s be deemedand in casees as to pa
like and ashall apply fied as hereb
of the Act asue Shares any propertyo the Compan of any otheissued may s y or on behy, followed bn acceptances, and ever
hares and whf Members s
the Board obeing mad
y of depositotted by them
me of the allof such ShareCompany frccordingly s, executors come to thee portion of for the timeat such time
Directors shampany's requ
cial Owner” mwith a DepoSecurities an
an bye-lawsepositories A
EDUCATIONat equity shthe regulatiochange Boa
so listed, tn accordance
of any Sharesprice thereoinstallment
person who fthe registereves, and shd to be payae of non-paayment of inall the otheas if such i
by provided
and these Ain the Cap
y purchased any in the coer lawful conbe issued as
half of an aby an allotme of Share(sry person whose name shall for the
of Directors se by them, t, call or otm shall immottee in the es, become rom the allot
or administreir hands, shthe capital r
e being, reme or times a
all, from timeuirements re
means a perository. nd Exchang
s made by aAct, 1996;
N LIMITED hares are ons made
ard in this the sweat e with the
s the whole of shall, be shall when for the time
ed holder of hall for the able on the ayment the nterest and er relevant nstallments
Articles, the pital of the or acquired
onduct of its nsideration. s fully paid-
pplicant for ment of any s) within the who thus or
is therefore purpose of
shall on the require or
herwise, in mediately on
Register of a debt due tee thereof,
rators to the all be liable represented main unpaid and in such e to time, in equire or fix
rson whose
ge Board of
a depository
DEMAOF
OPTIO
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236
epositories Act, 1996 innactment theepository “D
egistered undeen granted A) of Sectiodia Act, 1992ecord “Recof books or stoe determinedegulations “EBI;
ecurity “Secuy SEBI. ither on theption to hoematerializedgreement wematerialize bligations of epositories Avery personompany shaertificates or
Where a persoompany shalotment offormation thf the allotted ll Securities nd shall be in
otwithstandinrticles, a Dewner for the ecurity on be
ave as otheregistered ownghts in respe
very person nd whose necords of thef the Compae rights and
abilities in resvery Depositbout the tranwner at sucpecified by thotwithstandinontrary, wheecords of theepository on
HUMAct “Depositncluding anereof for the tDepository” der the Coma certificate
on 12 of the 2;
ord” includes ored in a comd by the regu“Regulations”
urity” means
e Company old his secd form, theith the depthe Securitithe parties c
Act. n subscribinall have thehold securiti
on opts to hoall intimate
the Secue depositoryas the Beneheld by a D
n a fungible f
ng anything epository sh
purposes oehalf of the B
rwise providener shall not
ect of Securit
holding equname is ente Depositoryny. The Benbenefits and
spect of the Story shall fu
nsfer of Secuch intervals he bye-laws ang anything ere securitiee beneficial o
the Compan
MMING BIRD tories Act” my statutory time being inmeans a
mpanies Acte of registraSecurities a
the records mputer or in slations made” mean the
such securi
or on the curities withe Company ository to eies, in whichconcerned sh
ng to secue option toes with a dep
old a Securitsuch depo
urity, and y shall enter ficial Owner Depository sform;
to the conall be deemf effecting tr
Beneficial Ow
ed in (1) abohave any vo
ies held by it
uity share ctered as Bey shall be deeficial Owne
d be subjecteSecurities heurnish to theurities in the
and in sucand the Comin the Act o
es are held ownership mny by means
EDUCATIONmeans the D
modification force; company fot, 1956 and ation under and Exchang
maintained such other foe by SEBI;
e regulations
rity as may b
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urities offereo receive thpository.
ty with a depository the
on receipin its recordof that Secu
shall be dem
ntrary contaimed to be aransfer of ow
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name of thech manner ampany in thator these Art in a depo
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ed by the he Security
pository, the details of
t of such d the name urity. materialized
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e Company wner in the e a Member ntitled to all
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e Beneficial as may be t behalf. icles to the ository, the ed by such
nic mode or
OPTIOIN RE
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2
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237
y delivery of fa Beneficia
espect of anyepository acformation asnd shall infoirty (30) daysnd on fulfillmuch fees asue the cer the transferotwithstandinrticles:
ection 45 of hares held w
ection 56 ofansfer of Sansferee botntered as Bevery Membeayment, to reame class re
ny two or moe purpose ofe certificate wnership man behalf of alem. very Membeore certificatass or denrectors so ao time deterore of such ave ready foom the dateereof otherwf application vision, consoase may be.eal of the cstinctive numnd amount prectors may f a Share oompany shaertificate andeveral joint holder. o certificate xchange for t
replacemenecrepit, wornecording traertificate in l
HUMfloppies or d
al Owner sey Security, thccordingly. Ts above makorm the Coms of the rece
ment of suchas may beertificate of ree as the cang anything
the Companwith a Deposi
f the CompaSecurity affeh of whom aneficial Owner or allotteeceive one gistered in h
ore joint allotf this Article,of any Shar
ay be deliverell of
er shall be etes in markeomination rpprove (upo
rmine) to seshares and
or delivery sue of allotmewise provide,
of registratolidation or rEvery certif
company anmbers of Shaaid-up thereprescribe anr Shares heall not be d delivery ofholders shall
of any Sharethose, whichnt of those n out, or whnsfer have ieu of which
MMING BIRD iscs. eks to opt o
he Beneficial The Depositoe appropriat
mpany. The eipt of intimath conditions
e specified securities
ase may be to the con
nies Act, 201tory;
anies Act, 2ected by thre ers in the Re
ee of Sharecertificate fois name.
ttees or holdbe treated a
re which mayed to any on
entitled, withotable lots, foegistered inn paying su
everal certific the Compa
uch certificatnt, unless tor within tw
tion of transrenewal of aficate of Shand shall speares in respeon and shallnd approve, peld jointly bybound to i
f a certificatbe a suffici
e or Shares sh are sub-div
which are here the pag
been dulyh it is issued
EDUCATION
out of a De Owner shalory shall onte entries in Company s
tion from thes and on p by the rto the Benef
ntrary contai
13 shall not a
2013 shall nhe transfero
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ders of Shareas a single My be the subne of such jo
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wo months ofsfer, transmiany of its Shares shall beecify the nuect of which l be in such provided thay several peissue more te of Sharesient delivery
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N LIMITED
epository in l inform the
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he Directors for one or
mplete and ree months ns of issue f the receipt ssion, sub-ares as the e under the umber and it is issued form as the
at in respect ersons, the
than one s to one or
to all such
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SSUE OF NEERTIFICATELACE OF ONACED, LOSTDESTROYED
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238
ompany. ROVIDED Tertificate in rorn out or wansfer have bany certificaere be nondorsement ereof to the
eu thereof, aroof thereof xecution of seing given, ae party entit
ertificate undes if the Dir
not exceedinhall prescribsue of new d, defaced oe back thererovided thatirectors sha
equirements oe Act or rulect, 1956 or aehalf. he provision ebentures of
any Share(se person firs
egards receipl or any oth
oting at Meete sole holde
everally as wcidents there the event
oting rights ahare upon sund privilegesermitted by laotwithstandinvent it is permhares or secuought fit, bu
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HUM
THAT no fee eplacement where the pbeen fully uti
ate be worn o further sof transfer, tCompany, a
nd if any certo the sati
uch indemnia new certifictled to such er the articlerectors so deg Rs.2/- fore. Provided Certificates
or worn out oeof for endorst notwithsta
all comply wof any Stock
es made undeany other Ac
of this Articf the Compan
s) stands in st named in pt of dividendher matters tings and theer thereof buwell as jointeof accordingit is permitte
attached to tuch terms a
s annexed thaw ng anything mitted by lawurities, the B
uy back, sucit may thinkerms and ovision of selations as mashall have t
es in or Dnot into Equ
y Warrants tothe Companmpanies or Mny (hereinaftployees”) as
MMING BIRD
shall be chof those whages on theilized out, defacedpace on then upon pra new Certifrtificate lost osfaction of ty as the com
cate in lieu thlost or destr
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that no feein replacemr where theresement of tranding what
with such ruk Exchange oer Securities
ct, or rules ap
cle shall mutny.
the name ofthe Registe
ds or bonus oconnected
e transfer of ut the joint hly be liable g to the Comed by law tohem, the Dirnd conditionereto as tho
contained inw for a compaBoard of Direh of the Comnecessary,
conditions, ection 67 anay be permitthe power to
Debentures uity Shares) oo such of thny or of itsManaging ander in this Artmay be sele
EDUCATION
harged for ishich are old, e reverse fo
d, mutilated the back troduction andficate may bor destroyedthe Compa
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239
ustees of sumployees ine Scheme, t
reated, instituommittee thonditions as tubject to theodification orce), shares r consideratho provide tellectual prohe Companye manner pr013 and suchture amendm
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operty right oy may pass rescribed by h other appliments or re-
any other lawom time tohe provisiona resolution ernment maly by postal f postal bageneral mee
dered by a Cired, the Cen when hature or partiahese Articlesect of a Shcordance witegistered asat their sole mes of anyersons) or th
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e Board shon to registe
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ment thereof,pany may bean cash to Dto the Co
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more personor survivors o
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e in the jointbut not exc
vivors of them
n the namer body corpf a person of ey are fully pship. n contained
entered in R
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240
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4) NotwithsArticles referred Companof such within ththe declRegistra
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HUMr of the Commpany, but win such Sha
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hare in the m
n who holdsof Shares ofAct, within
ng such benCompany spears of the pen the Regisch other pard in the Act.
ver there is ahare referredof so required, from thtion to the ng such par
standing any35 and 36to above
ny shall, if sodeclaration ihe time presaration a ret
ar with regarde Company
mpanies Act, ares, unless d sanction inplicable) of Co 105 of thegiving either loan, guaray financial aith a purchaperson of ormpany. provisions o
mpany may nsideration
MMING BIRD mpany as thewho does nres, shall, if and in such
declarationme and othwho hold theanner provid
a beneficialf the Compa the time eficial owneecifying the
erson in whoter of Memticulars as m
a change in d to above, ed by the e date of s
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ything conta6 hereof, w
is made too required byn the Registe
scribed from urn in the prd to such decshall except 2013 be emthe consequn pursuanceCompanies Ae Companiedirectly or inntee, the p
assistance foase or subscr for any Sh
of Section 40at anytime pof his subs
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n to the er particulae beneficial dedin the Act
l interest in any, shall if sprescribed,
er, make a dnature of hi
ose name thbers of the may be pres
the beneficithe beneficAct, within
such changein such
may be pre
ained in thewhere any do the Comy the Act, maer of Membethe date of
rescribed forclaration. t as provided
mployed in thuent reductioe of SectionsAct, 2013 an
es Act, 1956ndirectly and rovision of or the purpocription madhare in the C
0 of the Compay commis
scribing or a
N LIMITED a Share in
beneficial by the Act
s may be Company rs of the interest in
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he Shares Company
scribed as
ial interest cial owner
the time e, make a form and
escribed in
e Act and declaration pany, the ake a note ers and file
receipt of m with the
d by Section e purchase
on of capital s 52, 55 (to nd Sections and these whether by security or
ose of or in de or to be Company in
mpanies Act, sion to any agreeing to
B
COMINCANN
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40. Thonlaw
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241
ubscribe (whor debentur
he Companyn deposits pwful.
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y way of discuch statemenequired by Sea) The C
carryingwhetheof busin
b) Paymefloatingmay beSection
c) CertainmortgagAct, 20creditorof the C
d) A contdebentudecree
e) Unless provideof Sectmonthsdebentuapplicasuch deand reastock a
f) The CoSectionsupply inspect
g) The CoSectionAct, 20
a) SubjectCompafrom tim
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y may on anyay such bro
mpany has pany Shares ocount in resnt thereof shection 92 to t
Company shg voting righ
er generally oness.
nts of certa charge in p
e made in an 327 of the C
charges ge) mentione013 shall ber unless regCompanies A
ract with theures of the for specific p
the condite, the Compation 56 of thes after the ure-stock ation for the ebentures orady for delivellotted or tran
ompany shan 71 of the
of copies ion thereof.
ompany shan 2(16), 77 to13 as regard
t to the pranies Act, 20me to time by
MMING BIRD utely or condimpany. y issue of Shkerage as m
paid any sumor Debenturepect to any all be made the Companihall not issts at any Meor in respec
in debts outpriority to claaccordance wCompanies A
(which eed in Sectione void agaiistered as p
Act, 2013.
e Company Company m
performance
ions of issuany shall (sue Companies
allotment ond within oregistration debentures-
ery the certifnsferred.
all comply wCompanies of Debentu
all comply wo 87 (inclusi
ds registration
rovisions of013 the Boy a resolution
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hares or Demay be reas
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ies Act, 2013sue any deeting of the ct of particula
t of assets aims under twith the proAct, 2013.
expression n 77 of the Cnst the Liq
provided in S
to take upmay be enfoe.
ue thereof ubject to the s Act, 2013)of its debeone month of the trans-stock have ficate of all d
with the proAct, 2013 a
ure Trust D
with the proive) of the Cn of charges
f Section 4ard of Direcn passed at
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ar classes
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Section 77
p and pay rced by a
otherwise provisions
) within six entures or
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49 of the ctors may a meeting
NOTCAL
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242
of a Bosuch caof all mpremiumconditiotime ancall so times Directoinstallmthe Bopayablefixed fo
b) The joseveral
ot less than e given by tayment and e paid. call shall bee resolution f the Board oembers of s
uch subsequirectors. he Directorsxtend the timxtend such tesidence at eem fairly ene entitled to vour. by the termsmade paya
me (whetheray of premiuayable as if ihich due notontained in rstallment accthe sum pay
aid on or befe holder fo
espect of wstallment shuch rate not hall fix from te time of aayment of sun the trial oompany agar the recoveompany in rrove that thehares the mo
HUMoard (and nalls as it thinkmoneys unpm, held byons of allotmnd each Memmade on himand placesrs. A call
ments. A call ard may dee within less
or the payme
int holders ly liable to pafourteen dayhe Companythe person o
e deemed to authorizing
of Directors uch date or uent date a
s may, fromme fixed for ime as to ala distance ontitled to sucsuch extens
s of issue of ble at any fixr on accountum) every suit were a calice has beenrespect of ccordingly. yable in respfore the day r the time hich the ca
hall be due, exceeding t
the day appoactual paymuch interest wof hearing ofainst any Meery of any respect of he name of oney is soug
MMING BIRD ot by a circks fit upon thaid on the
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appointed may be
may be posetermine. Nos than one nt of the last
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have been such call waand may beat the discres shall be f
time to timthe paymenl or any of tor other cauch extensionsion, save as
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pect of any cappointed fobeing or all
all shall havshall pay inen percent pointed for the
ment but thewholly or in pf any action ember or his money claim
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pectively anmade payab
ay the amounor persons by the Bmade pa
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e shall be jon respect thewriting of an the time anto whom suc
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me, at their nt of any cathe membersuse, the Dirn, but no mes a matter of
r otherwise aby installme
ount of the Sor installmeby the Direcall the provispply to such
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m the date call.
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amount or
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ught by the resentatives due to the sufficient to t of whose ered on the
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52. ThShDe(wof noShshthdivof reasShanpr
53. Thfit,
243
egister of Mer subsequenecovered is aespect of whe resolution ook and theember or hese Articlesppointment ouorum of Dihich any calall was madther matter foresaid shalhe Directors ection 50 of om any Memart of the moeld by him be amount sereof as fromen made upas been mads the memirectors agrealls shall novidend. The dvanced.
he Membersespect of theut for such pahe provisions the calls on either the rechich shall, fre Companyrincipal or ompany in rreclude the Cforfeiture of he Companyhares/Debenebentures)
whether solelf sale thereoot) called orhares/ Debehall be creatis Article willvidends andf such Sharegistration of s a waiverhares/Debenny Shares/ Drovisions of the Company, any Share
HUMembers as tht to the datealleged to haich the monmaking the
e notice of is legal repr
s and it shaof Directors rectors wasl was made
de was duly whatsoeve
l be conclusmay, if they the Compan
mber willing toneys due ubeyond the sso paid or m time to timon the sharede, the Compber paying
ee upon provot confer a Directors ma
s shall not be moneys soayment, becos of these ADebentures
ceipt by the Crom time to y in respinterest, or respect of tCompany frosuch Sharesy shall haventures (otheregistered
ly or jointly wof, for all monr payable a
entures and ted except ul have full eff bonuses fro
res/Debentura transfer o
r of the Cntures. The Debentureshis Article.
y may sell, ines on whic
MMING BIRD he holder or ae at which thave become
ney is soughcall is duly such call w
resentatives all not be n
who made present at nor that theconvened
r but the ive evidencethink fit, sub
nies Act, 201o advance tpon the shasums actualsatisfied in
me exceeds es in respect pany may pa
such sum vided that mo
right to paay at any tim
be entitled to paid by himome presentrticles shall of the Comp
Company of time be dueect of his Shany indulg
he paymentom thereafters as hereinafte first and paer than fuin the nam
with others) aneys (whethet a fixed timno equitable
upon the foofect and suchom time to tires; Unless
of Shares/ DeCompany’s l
Directors mawholly or in
n such mannh the Comp
EDUCATIONas one of thehe money soe due on theht to be reco
recorded in was duly gi
sued in puecessary to such call, the Board
e meeting ator constituteproof of th
e of the debt.bject to the p3, agree to athe same whares ly called foradvance, othe amount of which suc
ay interest ain advanc
oney paid in articipate in
me repay the
to any votinm until the stly payable. mutatis mutapany. f a portion of e from any Mhares, either
gence grantt of such mr proceedingfter providedaramount lie
ully paid ume of eacand upon ther presently me in respee interest in oting and coh lien shall eime declaredotherwise
ebentures shlien if any,ay at any ti
n part exemp
ner as the Bpany has li
N LIMITED e holders at ought to be e Shares in overed, that
the minute ven to the
ursuance of o prove the
nor that a meeting at
t which any ed nor any he matters
rovisions of and receive hole or any
r, and uponor so much
of the calls ch advance t such rate, e and the advance of
n profits or e amount so
ng rights in same would
andis apply
any money Member to r by way of ed by the oney, shall
g to enforce . en upon all p Shares/ h Member e proceeds payable or
ect of such any Share
ndition that extend to all d in respect agreed the hall operate , on such me declare pt from the
Board thinks ien for the
APPPROC
IF MOON SHNOTIC
SUMALLO
DE
FOR
IN PAYM
BE
PLICATION CEEDS OF S
ONEY PAYAHARES NOTCE TO BE G
M PAYABLEOTMENT TOEMED A CA
RM OF NOT
DEFAULT OMENT SHAREE FORFEITE
OF SALE
ABLE T PAID GIVEN
E ON O BE ALL
ICE
OF ES TO ED
push
Foissmth Ththaffre
54. (a
(b
55. If anthBotimhimthinc
56. Foforesu
57. Thdaat suDipapaShpa
58. If conopadu
244
urpose of enhall be made(a) Unless
present(b) Until th
writing of the a/presenholder entitled
or the purposued a duplay authorizeere from on
he purchasee purchase ffected by aneference to tha) The ne
by thesatisfacwhich t
b) The reexpensentitledto a liexisted
any Memberny installmene payment ooard of Direme as the cam requiring at may havecurred by theor the purposrfeiture of S
espect of a shuch Share onhe notice shays form the t which suchuch rate not irectors may aid. The notiayment at ohares in respayable will bethe requirem
omplied withotice has beayment of alue in respec
HUMnforcing the :- a sum in r
tly payable; oe expiration stating and
amount in resntly payable for the time thereto by r
ose of such icate certifice one of thebehalf of and
er shall not bmoney, no
ny irregularityhe sale. t proceeds o
e Companyction of suchhe lien exists
esidue if ases if any inc to the Sharke lien for on the Shar
r fails to paynts of a call of the same ctors may, a
all for installmhim to pay t
e accrued ane Company bses of the prShares, thehare shall ben the day of ahall name a
day of the n call in instaexceeding edetermine ace shall alsor before thepect of whiche liable to bements of any, any Share een given mll calls or inct thereof, b
MMING BIRD same. PRO
respect of wor
of fourteen demanding spect of whichas been gbeing of theeason of his
sale the Boate in respeeir membersd in the name
be bound tor shall his y, or invalidit
of any such y and apph part of the s as is prese
any, after curred shall res at the da
sums not res before the
the whole oon or beforeor any such
at any time ment remainsthe same togd all expensby reason of rovisions of t
sum payae deemed to allotment. day, (not beotice) and a
allment and seighteen perand expenseso state that ie time and ah the call wase forfeited. y such noticor Shares in
may at any stallments, i
be forfeited
EDUCATIONOVIDED THA
which the lie
days after apayment of ch the lien e
given to the e Share or ts death or ins
oard may cect of such Ss to executee of such Me
o see the aptitle to the ty in the pro
sale shall beplied in ore amount in ently payable
adjusting cbe paid to t
ate of the salpresently pae sale).
or any part ofe the day aph extension tthereafter, ds unpaid, givgether with ases that mayf such non-pathese Articlesable upon a be a call pa
eing less tha place or plasuch interestrcent per anns as aforesan the event
at the place s made or in
ce as aforesn respect of
time thereainterests andby a resolu
N LIMITED AT no sale
en exists is
a notice in such part
exists as is registered he person
solvency.
ause to be Shares and e a transfer embers
pplication of Shares be ceedings in
e received r towards respect of , and
costs and he person le (subject ayable as
f any call or ppointed for thereof, the during such ve notice to any interest y have been ayment. s relating to
allotment in ayable upon
an fourteen aces on and t thereon at num as the
aid are to be of the non-appointed,
stallment is
aid are not which such
after before d expenses ution of the
FO
FORFTO BE
OF TAND
MEMBFOR M
ATFOR
EF
POWF
DECF
NOTICE OFORFEITURE A MEMBER
FEITED SHAE THE PROPTHE COMPA
D MAY BE SOETC.
BER STILL LMONEY OW
T THE TIME ORFEITURE A
INTEREST
EFFECTS OFORFEITURE
WER TO ANNFORFEITURE
CLARATIONFORFEITURE
F TO
ARES PERTY ANY OLD
IABLE WNING
OF AND
OF E
NUL E
N OF E
Boallreth
59. WfostofoReinvto su
60. AnthdispeDi
61. Annofoinsof intat thDipaob
62. Thtimdeallth
63. Thfodisas
64. (a
(b
(c
245
oard of Direcl dividends
espect of thee forfeiture
When any Shrfeiture shalood immediarfeiture, withegister of Mevalidated by make any
uch entry as ny Share so e Companysposed of, erson, upon irectors shallny Memberotwithstandinrthwith paystallments, if such Sharterest thereot such rate ne Board of irectors mayart thereof, bligation to dhe forfeiture me of the foemand againl other rightose rights ashe Board of rfeited shalsposed of, as it thinks fit.a) A duly v
is a Diror the Sthe Comwith thdeclaratherein entitled
b) The Cogiven fodisposaShare isold or
c) The pedisposeholder o
HUMctors to that declared
e forfeited S
hare shall hall be given ately prior to
h the date theembers, but
any omissio
aforesaid. forfeited, sh
y and may either to thsuch terms al think fit. r whose Shng the forfey to the Cnterest and es at the tion from the tnot exceedin
Directors my enforce the
if it thinks o so. of a Share
orfeiture, of nst the Compts incidentals by these ArDirectors mal have bee
annul the forf
verified declarector, the MSecretary ofmpany has hese Articleation, shall be
stated as a to the Share
ompany mayor the Shareal thereof anin favour of disposed off
rson to whomed of shall of the Share.
MMING BIRD effect. Suchor any othehares and n
ave been so to the Mem
o the forfeituereof, shall fono forfeiture on or neglec
all be deemebe sold, ree original hand in such m
hares have iture, be lia
Company oexpenses owme of the ftime of the fng eighteen may determe payment o
fit, but sh
shall involvall interest
pany in respto the Sha
rticles are exay at any timen sold, refeiture thereo
aration in wrManaging Dirf the Compabeen duly foes, on a e conclusive
against all pee.
y receive theon any sale
nd may execthe person t
f.
m such Sharthereupon
.
EDUCATIONh forfeiture ser moneys not actually
forfeited, nomber in whoure, and an eforthwith be m shall be in a
ct to give suc
ed to be the e-allotted orholder or tomanner as th
e been forfable to payon demand wing upon oforfeiture togforfeiture untpercent per
mine and theof such monall not be
ve the extincin and all
pect of the re, except oxpressly saveme before ane-allotted orof upon such
riting that therector or the
any, and thaorfeited in acdate stated
e evidence oersons claim
e consideratie, re-allotmencute a transto whom the
re is sold, re-be registere
N LIMITED hall include payable in paid before
otice of the se name it entry of the made in the any manner ch notice or
property of r otherwise
any other he Board of
feited shall y and shall
all calls, r in respect gether with til payment, r annum as e Board of neys or any
under any
ction at the claims and Share and
only such of ed. ny Share so
otherwise h conditions
e declarant e Manager t Share in ccordance d in the
of the facts ming to be
on, if any, nt or other sfer of the e Share is
-allotted or ed as the
PRTHESTO FAPPNON
CAN
CERR
FORF
EF
VAL
SU
NOM
INST
ROVISIONS OSE ARTICLEFORFEITUREPLY IN CASEN-PAYMENT
ANY SUM NCELLATION
SHARES RTIFICATES
RESPECT OFFEITED SHA
VIDENCE OFORFEITURE
LIDITY OF SA
URRENDER SHARES
O TRANSFERMINORS ETC
STRUMENT TRANSFER
OF ES AS E TO E OF T OF
N OF
S IN F
ARES
OF E
ALE
OF
RS C.
OF R
(d
(e
65. Ththissacasan
66. Upof in deto nuenth
67. Thshag
68. UppuBotrato ShthpuRethreda
69. Thsusu
70. Noman
71. Thprstaco
246
d) Any su
expressinstallmCompashall beany of twhich mtime ofallotme
e) Such p
to the ashall hirregulareferendisposa
he provisionse case of nosue of a Shaccount of thes if the samend notified. pon sale, re-f these Article
respect of temand by th it by the deull and void ntitled to issue said Sharehe declaratiohall be concgainst all perpon any saurported exeoard may apansfer of the be enteredhares sold, ae regularity urchase monegister of Mee sale shal
emedy of anamages onlyhe Directors urrender of urrendering oo Share whoney is dueny minor, inshe instrumerovisions of atutory modomplied with
HUM
uch purchases agreement
ments, intereny prior to e entitled (uthe dividendmight have af completingnt.
urchaser or application ohis title to arity or invce to the foral of the Shas of these Aon-payment
are becomese nominal vae had been p
-allotment or es, the certifthe said Shahe Company efaulting Mem
and of no ue a new cees to the person as mentioclusive evidersons claiminale after forercise of theppoint some e Shares sol in the Reg
and the purcof the proce
ney, and afteembers in rel not be im
ny person ay and against
may subjectany share
on such termich is partly
e shall in anolvent or per
ent of transSection 56 ification therh in respec
MMING BIRD
er or alloteet) be liable t
ests and exsuch purch
unless by exs, interests o
accrued upong such purc
allottee shalof the purcha
the Share validity in rfeiture, saleres. rticles as to of any sum payable at a
lue of Shareayable by vi
other disposficate or certires shall (unhave been
mber) stand effect and
ertificate or cson or personed in Article
ence of the fng to be entitrfeiture or foe powers hperson to exd and causeister of Memhasers shall eedings or toer his name hspect of suc
mpeached byaggrieved byt the Compant to the provi
from any s and condit
y paid-up or ny circumstarson of unsosfer shall bof the Comeof for the tict of all tra
EDUCATION
e shall not (to pay calls,
xpenses owihase or alloxpress agreor bonuses an the Share chase or be
ll not be bouase money,
be effectethe procee
e, re-allotmen
forfeiture shm which by th
a fixed time, e or by way ortue of a cal
sal under theificates originnless the sampreviously scancelled athe Directo
certificates inons entitled the 64(a) of thefacts therein
tled to the Shor enforcing
hereinbefore xecute an ine the purchambers in res not be bouno the applicahas been enh Shares, thy any persoy the sale sny exclusivesions of the
Member dtions as they
on which aances be traund mind. be in writin
mpanies Act,ime being shansfer of s
N LIMITED
(unless by amounts,
ng to the tment nor ement) to accrued or before the
efore such
und to see if any, nor d by the edings in nt or other
hall apply in he terms of whether on
of premium, l duly made
e provisions nally issued me shall on surrendered nd become rs shall be
n respect of hereto. ese Articles n stated as hare. g a lien in
given, the strument of
aser's name spect of the nd to see to ation of the tered in the e validity of
on and the shall be in ly. Act, accept
desirous of y think fit. any sum of ansferred to
ng and all , 2013 and hall be duly shares and
APPT
EXT
TRANREPR
RMEMB
DIRREFUS
T
PLICATION FTRANSFER
XECUTION OTRANSFER
SFER BY LERESENTATI
REGISTER OBERS ETC W
CLOSED
RECTORS MSE TO REGITRANSFER
FOR R
OF R
EGAL IVES
OF WHEN
MAY ISTER
R
re72. (a
(b
(c
73. ThantradethMof mwi
74. A thlegheins
75. ThthneoffMacrupeexm
76. SuCoprfoporelawDemthdetra
247
egistration thea) An app
Sharestransfer
b) Where relates registerapplicamakes from the
c) For the
transferit is ditransfertransferdeliveredelivere
he instrumennd executed ansferee andeemed to reme transfereeembers in ref Section 56 odification thith. transfer of Sereof made gal represene had been strument of t
he Board of an seven daewspaper cirffice of the embers andccordance wules made theriod or perioxceeding in tay seem expubject to thompanies Arovisions of rce, the Boower of the egister the trw of the righebentures ofonth from the intimation elivered to ansferee an
HUMereof plication for
in the Comror or the tra
the applicatto partly pai
red unless ttion to theno objectione receipt of t
e purposes oree shall be spatched byree at the adr and shall ed at the timed in the ordnt of transfer
by or on bed shall be wmain the holde shall haveespect thereof the Comp
hereof for the
Share in theby his lega
ntative is not a Member atransfer.
Directors shays perviousrculating in Company isd/or the Re
with Section 9hereunder, aods, not excethe aggregatpedient to thehe provision
Act, 2013, ththe Act or aard may refcompany un
ransfer of, oht to, any Shf the Compahe date on wof such tranCompany, snd the tran
MMING BIRD
registration mpany may b
nsferee.
ion is made d Shares, ththe Compan
transferee n to the tranthe notice.
of clause (bdeemed to hy prepaid reddress, givebe deemed
me at whichinary course of any Share
ehalf of bothwitnessed. Tder of such S
e been enteeof. The requpanies Act, 2e time being
e Company ol representahimself a M
at the time o
hall have pos notice by the district i
s situated togister of de91 of the Coat such time eeding thirty te forty five de Board. ns of Sectihese Articlesany other lawfuse whethender these Ar the transm
hares or inteany. The Comwhich the inssmission, as
send notice nsferor or t
EDUCATION
of a transbe made eith
by the transhe transfer shny gives not and the
nsfer within t
b) above nothave been duegistered po
en in the instd to have bh it would he of post. e shall be du
h the transfeThe transferShare until t
ered in the uirements of2013 and an
g shall be du
of a deceaseative shall, aMember be a
of the execu
ower on giviadvertisemein which the
o close the ebentures h
ompanies Actor times an
y days at a tidays in each
ion 58 & s and otherw for the tim
er in pursuaArticles or omission by oerest of a Mempany shallstrument of s the case m
of the refuto the per
N LIMITED
fer of the her by the
sferor and hall not be tice of the transferee
two weeks
tice to the uly given if ost to the trument of been duly have been
uly stamped ror and the or shall be he name of Register of f provisions ny statutory ly complied
ed Member lthough the s valid as if ution of the
ng not less ent in some e registered Register of olders , in t, 2013 and nd for such me and not h year as it
59 of the r applicable me being in nce of any
otherwise to operation of ember in or within one transfer, or
may be, was usal to the rson giving
DEAMORE
O
TITLESDECE
APPLT
REGPERS
TOTHE
(TR
RREGI
ATH OF ONE JOINT HOLOF SHARES
S OF SHAREASED MEM
NOTICE OFLICATION WTO BE GIVENGISTRATIONSONS ENTITTO SHARES
ERWISE THATRANSFER
RANSMISSIOCLAUSE)
REFUSAL TOISTER NOM
E OR LDERS S
ES OF MBER
F WHEN N N OF TLED S AN BY
ON
O INEE
intretrabeindwh
77. In naShresureon
78. ThhoReMthtitlanExCeorobCein BoBothPrCedeArAc
79. Wrenoth
80. Supedeanthshsuwhthhobyprhisinshefrohe
81. SuDipeas
248
timation of seasons for suansfer shall eing either adebted to thhere the Com case of thamed in the hare, the su
ecognized byuch Share, belease the esn Shares helhe Executorsolders of epresentativember (not be only persole to the Shnd the Comxecutors orertificate or tr Administrabtained Probertificate as the Union
oard of Direoard upon se Directorsrobate or ertificate andeceased Memrticle are subct, 2013.
Where, in caegistration is otice of the ae provisions ubject to the erson becomeath, lunacy,ny lawful meese Articles
hall not be uuch evidencehich he prope Board thinolder of the Sy him and aprovided neves nominee strument oferein containom any liabereinafter refubject to theirectors shalerson entitleds if he were
HUMsuch transmuch refusal. not be refuslone or jointle Company mpany has ahe death of Register of Murvivor or suy the Compabut nothing state of a decd by him withs or Adminisa Success
es in respebeing one ofons recognizares registe
mpany shall r Administrathe Legal Retors or Leg
bate or Lettethe case maof India pro
ectors in itssuch termsmay deem
Letters d register Smber, as a Mbject to Sec
ase of partlymade by theapplication toof Section 5provisions o
ming entitled bankruptcy ans other thmay, with t
under any oe that he suposes to act nks sufficientShare or elepproved by thertheless, tharegistered a
f transfer inned, and untbility in respferred to as te provisions ll have the d by transm
e the transfe
MMING BIRD ission, as thProvided th
sed on the gly with any oon any acco
a lien on Shaany one or
Members as urvivors shany as havingherein contaceased joint h any other pstrators of asion Certif
ect of the Sf two or morezed by the Cred in the nanot be bou
ators or hopresentativeal Represen
ers of Adminay be from aovided that i
absolute das to indem
proper dispeof Administ
Shares standMember. Howtions 72 and
y paid Share transferor, to the transfe56 of the Comof the Act and to Share i
or insolvencan by a tranthe consent obligation to ustains the cunder this A, either be re
ect to have she Board regat if such peras a holdern accordancil he does soect of the She “Transmisof the Act asame right ission to anyree named
EDUCATIONhe case mayhat the regisground of theother person ount whatsoeres. r more of ththe joint holll be the ong any title oained shall bholder from
person. a deceased ficate or Shares of ae joint holde
Company as ame of suchund to recoolders of
e unless suchntative shall
nistration or a duly constiin any case discretion thmnity or otense with prtration or ding in the wever, provisd 56 of the
res, an appthe Compan
eree in accormpanies Act,d Article 77 in consequecy of any Mensfer in accor
of the Boargive), upon
character inArticle or of segistered himsome persongistered as srson shall el
r, he shall ece with the o, he shall nShares. Thisssion Clauseand these Ato refuse toy Share of hin an ordina
N LIMITED y be, giving tration of a e transferor or persons
ever except
he persons ders of any
nly persons r interest in be taken to any liability
Member or the Legal
a deceased ers) shall be
having any h Members, gnize such Succession h Executors l have first Succession tuted Court where the
inks it, the herwise asroduction of Succession name of a
sions of this Companies
plication for ny shall give rdance with 2013. hereto, any
ence of the ember or by rdance with rd (which it n producing
respect of such title as mself as the nominated
such holder; ect to have execute an
provisions not be freed s clause is e”. Articles, the o register a his nominee ary transfer
PERM
DIVIDBEIN
ASNO FE
OR T
TRAPRE
EVID
COMPFOR DNOTIC
REGT
SHCON
TRAN
RIG
RSON ENTITMAY RECEIVDEND WITH
NG REGISTES A MEMBE
EE ON TRANTRANSMISSI
ANSFER TOESENTED WDENCE OF T
PANY NOT LDISREGARDCE PROHIBIGISTRATIONTRANSFER
HARE MAY BNVERTED IN
STOCK SFER OF ST
GHT OF STOHOLDERS
LED VE
OUT ERED ER NSFER IONS
BE WITH TITLE
IABLE D OF A ITING
N OF R
BE NTO
TOCK
OCK
pr82. A
thhedisre
83. NotraAdAt
84. EvCoevtraanminsCo
85. Thwhto anthorShnoprenCoremunsoboat effso
86. Thpapa
87. ThremstotraPRmmfro
88. Thheasotstopain of th
249
resented for person entite right of therein providscharge for
espect of the o fee shalansmission, dministrationttorney or othvery instrumompany dulyvidence as tansferor, his nd subject toay, from timstrument of ompany untihe Companhatsoever in any transfeny apparent e Register or claiming anhares, notwiotice of sucrohibiting rentered such ompany, an
equired to regay be given nder any liabo, though it mook of the Cot liberty to reffect thereto io think fit. he Companyaid up Shareaid-up Sharehe several espective inteanner and sock arose ansferred, orROVIDED Tinimum amoinimum shalom which stohe holders oeld by them, s regards divther matters,ock arose; articipation inthe assets o
f stock whichose privilege
HUMregistration.tled to a Shae Directors ed, be enti
any divideShare. ll be chargProbate, S
n, Certificateher similar doment of tray stamped fohe Board mright to trans
o such condime to time
transfer shl destroyed b
ny shall inn consequener of Shares
legal owner of Members) y equitable rithstanding tch equitableegistration o
notice, or rend the Comgard or attento it of any e
bility whatsoemay have beompany, but egard and aif the Board s
y may, by Ore into stock,es.
holders of erest therein
subject to themight befo
r as near theTHAT the Boount of stock l not exceed
ock arose. of stock shal
have the savidends, votin as if they hbut no suc
n the dividenon winding uh would not, ies or advanta
MMING BIRD
are by transmto retain divtled to recends or othe
ged for reuccession C
e of Death oocument. nsfer shall
or registrationmay require t
sfer the Sharitions and re
prescribe, hall remain by order of thcur no liabce of its regmade or puthereof (as to the preju
right, title or that the Co
e right, title of such traneferred there
mpany shall nd to give effequitable rigever for refuseen entered the Compan
attend to anyshall
rdinary Reso and reconv
such stocn or any pae same reguore the coreto as circu
oard may, frotransferable
d the nomina
l, according me right, privng at meetin
held them in ch privilege nds and profiup) shall be cf existing in ages.
EDUCATION
mission shalvidends or meive and mer moneys
egistration oCertificate &or Marriage
be presentn accompanto prove theres and gene
egulations asand every
in the custhe Board. bility or re
gistering or grporting to bshown or a
udice of persinterest to or
ompany mayor interest
nsfer, and eto, in any b
not be bofect to any nht, title or intsing or negle or referred
ny shall nevey such notic
olution convevert any stoc
ck may traart thereof inlations unde
onversion, humstances adom time to te, so howeveal amount of
to the amouvileges and a
ng of the ComShares fromor advanta
its of the Coconferred byShares, hav
N LIMITED
ll subject to money as is may give a
payable in
of transfer, Letters of , Power of
ted to the ied by such title of the
erally under s the Board
registered tody of the
esponsibility giving effect be made by ppearing in
sons having r in the said y have had t or notice may have
book of the ound to be notice which terest or be ecting to do to in some
ertheless be ce and give
ert any fully ck into fully
ansfer their n the same er which the have been dmit. ime, fix the er that such the Shares
unt of stock advantages mpany, and m which the age (except ompany and
an amount e conferred
RAP
STOC
POWE
THERE
MONE
BONDETC.
TO D
TERMD
MOUNCA
REGULATIOPPLICABLE TCK AND SHWARRANT ER TO BOR
E PAYMENTEPAYMENT OEYS BORRO
S, DEBENTUTO BE SUBJCONTROL
DIRECTORS
MS OF ISSUEBENTURE
ORTGAGE OALLED CAP
ON TO ARE
RROW
OR OF
OWED
URES, JECT OF
S
E OF ES
OF PITAL
89. Suthanan
90. SuCoDiredeotpaof PRtoteorpabeof of Cobeadth
91. Thmcofit,missCoCocaanmCo
92. Anisscoancoth
93. Anississof asattapDeShin
94. If chsucatruse
250
uch of the ree paid up Shnd "Sharehond "stock holubject to theompanies Airectors may
esolution paseposits fromtherwise andayment of anf the Compan
ROVIDED Tgether with mporary loardinary coursaid up capitaeing reservef Directors shf the Companompany in ee valid or dvanced the e limit imposhe payment ay be secur
onditions in a, and in parteeting of thesue of bonompany, chaompany, (boalled capitand the debeade assignompany andny bonds, dsued or to bontrol of the nd conditioonsideration e Company.ny Debentursued at a dsued on conf any denoms to redempttending (buppointment ebentures whares shall bthe Generalany uncalle
harged by mubject to the alls on the Must for the ecurity has b
HUMegulations ofhares shall aolder" in thesder" respect
e provisions Act, 2013 ay, from timssed at a mem Members d generally
ny such sum ny from any s
THAT, whethe money
ns obtained se of busineal of the Cos set apart fhall not borrony in Generaexcess of theeffectual unloan in goo
sed by this Aor repaymenred in such all respects aticular in pure Board (an
nds, debentuarged upon aoth present l for the enture stoc
nable free the person tebentures, dbe issued byDirectors whns and inas they sha
res, Debentudiscount, pr
ndition that thmination, andption, surrendut not vot
of Directwith the rightbe issued onl Meeting by ed capital o
mortgage or provisions o
Members in person in
een execute
MMING BIRD f the Compapply to stockse regulationively. of Sections
and these Ae to time aeeting of the
either in raise or b
or sums of msource.
re the monys already from the Coess) exceedompany andfor any specow such monal Meeting. Ne limit imposnless the leod faith and wrticle had be
nt of moneysmanner andas the Boardrsuance of a d not by circures or deball or any paand futuretime being
ck and othefrom any to whom the debenture-sty the Compaho may issuen such maall consider b
re-stock or oemium or ohey shall be
with any prder, drawingting) at thors and t to conversily with the coa Special Re
of the Compother secur
of the Act anrespect of swhose favod.
EDUCATIONany as are ak and the wons shall inclu
73, 74 and Articles, theat its discre
e Board, borradvance o
borrow or smoney for th
neys to beborrowed (
ompany's band the aggregd its free rescific purposeney without tNo debts incused by this Aender provewithout know
een exceededs borrowed ad upon suchd of Directorsa resolution pcular resolutbentures sto
art of the proe), includingg and the er securitieequities be same may btock or otheany shall be
e them upon anner and being for the
other securitotherwise anconvertible
rivileges andg, allotment he Generaotherwise.
ion into or aconsent of theesolution. pany is inclrity, the Dirend these Artsuch uncalleour such m
N LIMITED pplicable to rds "Share" ude "stock"
179 of the e Board of etion by a row, accept of calls or secure the
he purposes
e borrowed (apart from nkers in the gate of the serves (not ) the Board he sanction urred by the Article shall es that he wledge that d.
as aforesaid terms and s may think passed at a tion) by the ock of the perty of the g its un-debentures
es may be etween the be issued.
er securities e under the such terms
for such e benefit of
ties may be nd may be into Shares
d conditions of Shares,
l Meeting, However,
allotment of e Company
uded in or ectors may, icles, make d capital in
mortgage or
INDE
RELTR
ANN
EMNITY MAYGIVEN
LATED PARRANSACTION
NUAL GENEMEETING
Y BE
RTY NS
RAL
95. SuDiabpaDimanseaf
96. A.mat th
B.mof in thin
97. i.
ii.
iii
iv
v.
vi
251
ubject to theirectors or about to incuayment of airectors maortgage, chany part of theecure the Dforesaid from. Subject ay enter intot arm’s lengte company w
. Subject ay enter intof such nature
terms of Ace time beingthe general
An Annuaheld withyear, prolapse betand that o
Nothing ctaken as under theextend thmay be h
i. Every Anduring buthat is nooffice of tcity in whsituated acalling thGeneral M
v. The compfix the tim
Every Meattend, eithe Comheard at part of the
. At every there sha
HUMe provisions any of them ur any liabilny sum primy execute arge or secue assets of thDirectors or
m any loss in to the prov
o contracts wth and are inwith approva
to the provo contracts we wherein it ct or Listing g in force, wmeeting. al General Min six monthvided that ntween the daof next.
contained in affecting thee provisionse time with weld.
nual Generausiness hourot a Nationalthe Companyhich the Regas the Boardhe Meeting Meeting.
pany may inme for its sub
ember of thither in persopany shall any Generale business w
Annual Geall be laid on
MMING BIRD of the Act anor any otheity as princ
marily due fror cause
urity over or he Companyr person sorespect of suisions of thewith the Relan ordinary c
al of the Audit
isions of thewith the relatrequires conRegulations
with approval
Meeting of ts after the eot more tha
ate of one An
the foregoin right conferr
s of Sectionwhich any An
al Meeting shrs i.e. 9 a.ml holiday, any or at somegistered Officd may detershall spec
any one Ansequent Ann
he Companyon or by proxhave the rig Meeting wh
which concer
eneral Meetithe table the
EDUCATIONnd these Art
er person shcipal or surerom the Coto be exe
r affecting thy by way of ino becominguch liability. e Act, the Cated Party w
course of but Committee
e Act, the Cted parties wnsent of sha or any othel of the shar
the Companyexpiry of eacan fifteen monnual Genera
ng provisionrred upon then 96(1) of tnnual Genera
hall be calledm. to 6 p.m., nd shall be he other placece of the Cormine and th
cify it as th
nnual Generanual General
y shall be exy and the Aght to attenhich he attenrns him as an
ing of the e Director's R
N LIMITED ticles, if the
hall incur or ety for the mpany, the
ecuted any he whole or ndemnity to
g liable as
Company which are siness of .
Company which are reholders er law for reholders
y shall be h financial
onths shall al Meeting
s shall be e Registrar he Act to al Meeting
d at a time on a day
held at the within the
ompany is he notices he Annual
al Meeting Meeting.
entitled to Auditors of d and be
nds on any n Auditor.
Company, Report and
REPOAND
BE LAANN
EXTGENREQ
ORT STATEMREGISTERS
AID BEFORENUAL GENE
MEETING
TRA-ORDINAERAL MEET
QUISITIONISMEETING
MENT S TO E THE RAL
ARY TING STS’
vii
98. ThadDiAustathshth
99. Albe
100. (1
(2
(3
252
Audited sproxies awhich Reduring the
i. The BoarMembersprofit andRegistrarthe Act.
he Companyddition to anyirector's Reuditor's Repatement of ae Register
hall remain oe Meeting. ll General Me called Extra) Subjec
Comparequisitis here
(a) Give receinoticmovemeet
(b) Circuany Gwith propowith a
2) The nuunder Membetotal vodate ofor busi
3) Noticany sof thMeetresolumannthe Mbe gigiving
HUMstatement of and the Regegisters shae continuanc
rd shall causs, summary od loss accou
in accorda
y shall in ey other Repoeport and ort (if not aaccounts), thof Director’
open and ac
eeting other a-Ordinary Gt to the pr
anies Act, 2tion in writininafter specif
to the Memve notice of e of any reed and is ting. ulate to the MGeneral Meerespect to
osed resolutat that Meeti
umber of Meclause (1)
ers as represoting power f the resolutioness to whic
e of any susuch statemee Companying sent to ution or staner permittedMeeting and ven to any og notice of th
MMING BIRD accounts, th
gister of Dirall remain oce of the Mee
e to be prepof share capiunt and forwnce with Se
every Annuaort or Statemaudited stalready incor
he Proxy Res Sharehold
ccessible dur
than AnnuaGeneral Meetrovisions of 2013, the Dg of such nufied:-
mbers of thethe next Ann
esolution whintended to
Members enteting sent to
the mattertion or any ng.
embers necehereof shall
sent not less of all the M
on a right to ch the requis
uch resolutioent shall be cy entitled to
them by seatement to ed by the Act fnotice of anyother Membehe general e
EDUCATIONhe Proxy Rerector's Shaopen and aeting.
pared the anital, balance
ward the samections 92 a
al General ment lay on thatement of rporated in tegister with pdings, whichring the con
al General Mting.
Section 11Directors shaumber of Me
e Company nual Genera
hich may pro be moved
titled to haveo them, any r referred tbusiness to
essary for a l be such n
s than one- teMembers hav
vote on the sition relates;
on shall be circulated, too have noticerving a coeach Membfor service oy such resoler of the Coeffect of the
N LIMITED gister with
areholding, accessible
nual list of sheet and
me to the and 137 of
Meeting in he table the
accounts, the audited proxies andh Registers tinuance of
eeting shall
11 of the all on the embers as
entitled to al Meeting, roperly be d at that
e notice of statement
to in any o be dealt
requisition number of enth of the ving at the
resolution ; or
given and o Members ce of the
opy of the ber in any of notice of ution shall
ompany by resolution
(4
(5
(6
253
in annoticeresoluthe rethe ssamenot ptime pract
4) The Cto givstatem
(a) A reqbetreqOff
i. InreM
ii. Inth
(b) ThereqCom
PROVIrequirinthe ReGeneraafter salthougthis cladeposit
5) The CArticleapplicpersoLaw Bthis Apublic
6) NotwbusinGenewhichand f
HUMy manner pee of meetingution shall besolution shaame manne
e time as notpracticable fo
it shall beicable therea
Company shve notice of ment unless:
copy of tuisitionists
tween them uisitionists) ice of the Con the case oesolution, no
Meeting; n the case han two wee
ere is depuisition summpany’s exp
DED THAT ng notice of aegistered Offal Meeting is such copy gh not deposause, shall bted for the pu
Company she to circulcation eitheron who claimBoard is satiArticle are bcity for defam
ithstanding ness which eral Meetingh notice is givfor the purpo
MMING BIRD ermitted by of the Come served, or all be given, r, and so fartice of the Mor it to be se served orafter.
all not be boany resoluti
:
the requisit(or two or contain theis deposite
ompany. of a requisitioot less than
of any otheks before the
posited or reasonably
penses in giv
if, after a ca resolution hfice of the Ccalled for a has been sited within
be deemed turposes there
hall also notate any s
r of the Comms to be aggsfied that thbeing abusematory matte
anything inmay be dshall includ
ven in accordoses of this c
EDUCATIONthe Act for g
mpany. The cr notice of thas the case r as practica
Meeting and wserved or givr given as
ound under tion or to circ
tion signedmore cop
e signature ed at the R
on, requiringsix weeks b
er requisitione Meeting, a
tendered sufficient to
ving effect the
copy of the has been deCompany, adate six weedeposited, the time re
to have beeeof.
t be bound statement, ifmpany or of grieved, the he rights coned to secureer.
n these Artdealt with ade any resodance with tclause, notic
N LIMITED giving him
copy of the e effect of may be in ble, at the where it is ven at the
soon as
this Article culate any
by the ies which of all the
Registered
g notice of before the
, not less nd
with the o meet the ereto.
requisition eposited at an Annual eks or less the copy
equired by n properly
under this f on the any other Company
nferred by e needless
ticles, the at Annual olution for his Article,
ce shall be
EXTGEN
BOAR
WHEO
MEMBAN EX
GEN
COREQ
NREQ
REQUCOND
TRA-ORDINAERAL MEET
BY ARD AND
REQUISITION
EN A DIRECOR ANY TWOBERS MAY XTRA- ORDIERAL MEET
ONTENTS OQUISITION, ANUMBER OFQUISITIONISUIRED ANDUCT OF ME
ARY TING
BY N
1
CTOR O CALL INARY TING
1
OF AND F STS
D THE ETING
101A. ThOrMEx
101B. If caDinucoDianhocaGeasth
102. (1
254
deemaccidMem
he Directors rdinary Geneembers as xtra-Ordinary
at any timeapable of acirectors be rumber of Diontinuing Dirirectors to thny Director oolding not leapital of theeneral Meets that in whice Directors.) In case
have e
(a) The purposhall depoCom
(b) The documore
(c) The Meetnumbrequthe pthatthat m
(d) Whein theshall mattevalid whicfulfille
HUMmed to have b
ental omissbers. may, wheneeral Meetingherein proviy General Me
e there are ncting to formreduced in nirectors presrectors fail orhat number or any two oess than onee Companying in the sa
ch meeting m
of requisitioeffect:
requisition ose of whichbe signed b
osited at tpany.
requisitionuments in like requisition
number of Mting in regaber as hold isition, not paid-up shadate carriedmatter.
ere two or me requisition
apply seper and the only in resp
h the condited.
MMING BIRD been so giveion in givin
ever they thinand they sh
ded, forthwiteeting of the
not within Inm a quorumnumber to lescribed by tr neglect to or to conve
or more Meme-tenth of th
may call ame manner
may be called
on the follo
shall set ouh the Meetinby the requisthe Registe
n may cke form eacists.
Members enard to any m
at the date less than o
are capital d the right o
more distinct , the provisiarately in rrequisition
pect of thosetions specifi
EDUCATIONen, notwithstang it to one
nk fit, convenhall on requisth proceed Company.
ndia sufficienm, or if the ess than ththese Articleincrease the
ene a Genermbers of thehe total paidfor an Ext
r as nearly ad by
owing provis
ut the matteng is to be csitionists anered Office
consist of ch signed b
ntitled to reqmatter shall of the depoone-tenth oof the Comof voting in
matters areions of sub-regard to eshall accor
e matters inied in that c
N LIMITED anding the e or more
ne an Extra-sition of the to convene
nt Directors number of
e minimum es and the e number of ral Meeting, e Company d up share tra-Ordinary as possible
sions shall
er for the called and d shall be
e of the
several by one or
quisition a l be such osit of the f such of
mpany as regard to
e specified clause (c) ach such
rdingly be regard to
clause are
(2
(3
255
(e) If thefrom in reMeeta dayof thebe ca(i)
(ii)
PROclausat wSpecconvenoticeSecti
2) A meet oor an
(a) shaas cal
(b) shamoreq
PROVIbe deecommeof threedays af
3) Where CompaMeetingfor the and effe
HUM
e Board dothe date of gard to anyting for the cy not later the deposit of alled:
by the requby such ofeither a mshare capitthan one teof the Comclauses (c)
VIDED THAse, the Boarhich a reso
cial Resolutiened the Me thereof ason 114 of th
ting caof clany of them:
all be calledpossible, asled by the B
all not be honths from quisition.
DED THATemed to preenced befoe months afofter the expi
two or moreny jointly; ag signed by purpose of ect as if it ha
MMING BIRD
oes not, witthe deposit
y matters, pconsideratiohan forty-fivthe requisit
uisitionists thf the requisi
majority in vtal held by aenth of the mpany as i) of clause (I
AT for the rd shall, in tholution is toon, be deem
Meeting if ths is required he Companie
lled underause (1)
d in the sams that in wh
Board; but
eld after ththe date
T nothing in event a ore the oresaid, fromry of that pe
e Persons hoa requisition
one or somthis Article, as been sign
EDUCATION
thin twenty-t of a valid rroceed duly
on of those mve days fromtion, the Me
hemselves; itionists as
value of theall of them opaid-up shais referred I) whichever
purpose of he case of ao be propomed not to hey do not g by sub-seces Act, 2013
r sub-clausby requ
me manner ahich meetin
e expiratione of depos
sub-clause Meeting expiry of t
m adjourningeriod.
old any Shaor a notice
me only of thhave the sa
ned by all of
N LIMITED
one days requisition y to call a matters on m the date eting may
or represent
e paid up or not less are capital to in sub r is less.
this sub-a Meeting sed as a have duly give such
ction (2) of 3.
se (c)uisitionists
as, nearly g is to be
n of three sit of the
e (b) shall g duly the period g to some
ares in the e calling a hem shall, ame force f them.
LENGO
COMANN
OFPERSO
IS T
GTH OF NOOF MEETING
ONTENTS ANNER OF SERF NOTICE ANONS ON WHTO BE SERV
TICE G
ND RVICE ND HOM IT VED
(4
103. (1
(2
Pemsrela
104. (1
(2
256
4) Any rrequisitto dulyrequisitrepaid ssums dway of to such
) A Genegiving n
2) A Genenotice consen
(i) In theMem
(ii) In thethe Cpercethe CMeet
PROVIDED Tentitled to votmoved at a Mhall be takenespect of thater. ) Every
specifyMeetingbusines
2) SubjecGenera
(a) to evautho2013
(b) to theof theit thrthemthe dlike suppbe sosupp
HUM
reasonable tionists by rey to call a tionists by shall be reta
due or to becfees or othe of the Direceral Meeting not less than
eral Meeting than that s
nt is accordede case of Abers entitlede case of anCompany hent of such pCompany ating.
THAT wherete only on soMeeting and n into accoue former res
notice of ay the place g and shass to be tran
t to the proval Meeting sh
very Membeorized by S3;
e persons ee death or inrough post
m by name odeceased, ordescription, lied for the po entitled or lied, by giv
MMING BIRD
expenses eason of theMeeting shthe Comp
ained by thecome due frer remuneractors as werof the Comp
n twenty-one
may be callspecified in d thereto:
Annual Gened to vote therny other Meolding not
part of the pas gives a
any Membeome resolutionot on the o
nt for the pusolutions and
Meeting ofand the d
all contain sacted there
visions of thhall be given
r of the Comection 20 o
ntitled to a Ssolvency of ain a prepaid
or by the titler assignees
at the addpurpose by thuntil such aning the noti
EDUCATION
incurred e failure of t
hall be repapany; and e Company orom the Com
ation for theire in defaultpany may bedays notice
led after giviclause (1)
ral Meeting reat; and eeting, by Me
less than aid up shareright to vo
ers of the Coon, or resoluothers, thos
urposes of thd not in res
of the Compday and hoa statemen
eat.
he Act notice;
mpany, in aof the Comp
Share in cona Member, bd letter adde of represeof the insolv
dress, if anyhe persons cn address hace in any m
N LIMITED
by the the Board
aid to the any sum out of any mpany by r services . e called by in writing.
ng shorter hereof, if
by all the
embers of ninety-five
e capital of ote at the
ompany are utions to be e Members is clause in
spect of the
pany shall ur of the
nt of the
e of every
any manner panies Act,
nsequence by sending dressed to entative of vent, or by y in India claiming to as been so manner in
SORDINAND
S
OMISNO
IPR
NOTIC
PECIAL ANNARY BUSIEXPLANAT
STATEMENT
SSION TO GOTICE NOT TNVALIDATE
ROCEEDINGCE OF BUSI
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TORY T
GIVE TO E GS NESS
(3
105. (1
(2
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106. Thnoit ssu
107. No
257
whichinsolv
(c) to theCom
3) Every noticstate witentitled toappoint oof himselthe Comp
) (a) In busdeerela
(i) thsA
(ii) th(iii) t
t(iv) th
r(b) In
sha
2) Where anMeetingaforesaMeetingconcernparticulatherein
PROVIbusinesaffects,interestCompathe exthan twother c
3) Where aof apprand plshall be
he accidentaon-receipt thshould be gi
uch Meeting.o General
HUMh it might hvency had no
e Auditor orpany
ce conveningth reasonabo attend andone or more lf and that apany. the case ofsiness to be emed speciaating to he considersheet, the repAuditors; he declaratiohe appointmhose retiringhe appointmemunerationthe case ofall be deeme
ny items of g of the Comid, there sha
g a statemening each suar the natureof every Dire
DED THAT ss at the Me, any other ct in that othe
any shall alsxtent of suchwenty percenompany.
any item of broval to any dace where e specified in
al omission toereof by anyiven, shall no Meeting, An
MMING BIRD have been got occurred;
Auditors fo
g a Meeting ble promined vote at theproxies to at
a proxy need
f an Annualtransacted a
al, with the e
ration of thports of the B
on of dividendment of Dire; and
ment of, ann of the Auditf any other ed special.
business topany are de
all be annexeent setting ouch item of e of the concector.
where anyeeting of the company, theer company oso be set oh shareholdit of the paid
business condocument bythe docume
n the statemeo give such ny Member orot invalidate
nnual or Ex
EDUCATIONgiven if theand
r the time b
of the Comence that ae Meeting is ttend and vod not be a M
l General Mat the Meetinexception of
he accountsBoard of Dire
d; ectors in th
nd the fixintors, and meeting, all
o be transaceemed to be ed to the noout all matebusiness, in
cern or intere
y such item Company r
e extent of shof every Dire
out in the sting interest up- share ca
nsists of the y the Meetingent can be ent aforesaidnotice as afor other persothe proceed
xtra-Ordinary
N LIMITED
death or
being of the
pany shall a Member
entitled to ote instead Member of
Meeting all ng shall be f business
, balance ectors and
e place of
ng of the
l business
ted at the special as tice of the erial facts
ncluding in est, if any,
of special elates to or hareholding ector of thetatement, ifis not less
apital of the
according g, the time inspected
d. oresaid to or on to whom dings of any
y shall be
T
IF QPRME
DISSOTO B
RESOAT
CHGENE
ACT F
TO BE GIVEN
QUORUM
QUORUM NRESENT WHEETING TO
OLVED AND WBE ADJOURN
OLUTION PAT ADJOURNE
MEETING
HAIRMAN OERAL MEET
OR RESOLU
N
OT EN BE WHEN NED
ASSED ED
OF TING.
UTION
cowhco
108. Th
Nounof deacThMprth
109. If MMshstadanootdeprhoanca
110. WCobeshda
111. AtChChmthChthnoChthorChth
112. An
258
ompetent to hich has noonvening thehe quorum fo
(i) five memmembers asthousand;
(ii) fifteen mmembers asthousand bu
(iii) thirty mmembers athousand; o business nless the quof the Meetingeemed to bccordance whe Presidentember of thresent if it ise Companiewithin half aeeting of theeting, if ca
hall stand disand, adjournay is a publicot a public hther day and etermine. If aresent withinolding the Mend may tranalled
Where a resoompany, theeen passed ohall not be date. t every Genhairman of thairman of tinutes after ough presenhairman of the Meeting aot present hairman, themselves tor if no Direchair, then temselves, bny act or re
HUMenter upon,
ot been me Meeting.
or General M
mbers persos on the date
members pes on the da
ut up to five th
members pers on the da
shall be traorum requisig. A body c
be personallwith Section t of India ore Company
s presented s Act, 2013.an hour fromhe Companylled by or upssolved and ned to the sac holiday untholiday, at th
at such otheat the adjourn half an heeting, the M
nsact the bu
lution is passe resolution fon the date deemed to
neral Meetingthe Board othe Board ofthe time apnt, is unwillhe Board of nd if Vice Chor, though
he Directorsbe a Chairm
ctors shall bthe Membeeing a Memb
esolution wh
MMING BIRD discuss or
entioned in
Meetings shal
onally presee of meeting
rsonally presate of meetihousand;
rsonally presate of the m
ansacted atte is presentorporate beiy present i113 of the
r the Governshall be dein accordan
m the time ay, a quorumpon the requin any other ame day in ttil the next she same timeer time and prned meetinghour from thMembers presiness for w
sed at an ador all purposon which it whave been
g the Chair of Directors. f Directors isppointed for ing to act aDirectors wohairman of th
present, iss present man, and in dbe present ars present ber entitled toich, under t
EDUCATIONtransact anthe notice
ll be as unde
ent if the ng is not more
sent if the nng is more
sent if the nmeeting exc
t the Genert at the comming a Membif it is reprCompanies
nor of a Staeemed to bece with Sec
appointed fom is not puisition of thr case the Mthe next weeucceeding de and placeplace as the g also, a quohe time ap
esent shall bewhich the M
djourned Meses is treatedwas in fact ppassed on
shall be taIf at any M
s not presenholding the as Chairmanould act as Che Board of s unwilling may choosdefault or theand willing t
shall chooo vote, to bethe provision
N LIMITED ny business
or notices
er:-
number of e than one
number of than one
number of ceeds five
ral Meeting mencement ber shall be resented in
Act, 2013. ate being a e personally ction 113 of
or holding a resent, the e Members eeting shall ek or if that ay which is or to such Board may orum is not pointed for e a quorum eeting was
eting of the d as having passed and any earlier
ken by the Meeting, the
t within ten Meeting or
n, the Vice Chairman of Directors is to act as
se one of eir doing so to take the se one of
e Chairman.ns of these
SUFFOR
RESOO
BUSINTO
CHATHE C
CHADJO
HOW QD
CDEC
RESUON SH
DEM
TIME O
FICIENTLY DR PASSED BORDINARY
OLUTION UNOTHERWISEREQUIRED NESS CONFELECTION
AIRMAN WHICHAIR IS VAHAIRMAN MAOURN MEET
QUESTIONSDECIDED ATMEETINGS
CHAIRMAN'SCLARATIONULT OF VOTHOW OF HA
MAND OF PO
OF TAKING
DONE BY
NLESS E
FINED OF ILST
ACANT AY TING
S ARE T
S N OF TING ANDS
OLL
POLL
ArpasuRereSp
113. Noex
114. (a
(b
(c
(d
115. Evdepo
116. A of uneffthof ca
117. Beretashthbypoof whruwith
118. A a otfoanMdeon
259
rticles or of assed by tufficiently doesolution un
equire such pecial Resoluo business xcept the ele
a) The Chwhich athe Meeand from
b) No busMeetinMeetin
c) When notice the cas
d) Save aany nobe tran
very questioecided in theoll is demanddeclaration
f hands, a rnanimously offect in the boe Company’f the fact, witast in favour efore or on t
esolution on ken by the C
hall be orderat behalf by y proxy and ower to vote f the total vohich an agg
upees has bithdrawn at ae demand. poll demandChairman sh
ther questionrty-eight hound in such meeting mayeemed to ben which the p
HUMthe Act, is phe Compan
one so or pnless either act to be dution. shall be diction of a Ch
hairman maya quorum is eting adjourm place to pl
siness shall g other thang from which
a Meeting isof the adjou
se of an origi
as aforesaid,otice of an adnsacted at anon submittede first instanded as providby the Chairresolution haor by a partiook containins General Mthout proof oof or againsthe declaratioa show of h
Chairman of red to be taany Membe
holding Shaon the reso
oting power gregate sumeen paid upany time by
ded on a quehall be takenn shall be takurs from the
manner and pdirect and
e the decisipoll was take
MMING BIRD permitted or ny in Genepassed if effthe Act or tone or reso
scussed at hairman whils
y with the copresent and n the Meetiace.
be transacthe busines
h the adjourn
s adjourned frned Meetinnal Meeting.
, it shall not djournment ony adjournedd to a Gence by a shoded in these rman of the Mas or has ncular majoritng the minuteeting shall
of the numbet such resoluon of the reshands a poll the Meeting ken by him
er or Memberes in the Colution not bein respect o
m of not lesp. The demathe Person
estion of adjn forthwith. Aken at such ti
time when tplace as the the result on of the Me
en.
EDUCATIONrequired to
eral Meetingffected by athe Articles
olution be pa
any Generst the Chair
consent of Mshall if so dng from tim
cted at any ss left unfinisnment took p
for thirty dayng shall be g
be necessaof or of the bd Meeting. neral Meetinow of hands Articles. Meeting thatnot been caty, and an etes of the probe conclusiv
er or proportiution. sult of the vo
may be ordon his own on a deman
ers present inompany whi
eing less thaof the resoluss than fiftyand for a por Persons
ournment orA poll demanime not beinthe demand Chairman oof the po
eeting on the
N LIMITED be done or
g shall be an Ordinary
specifically assed by a
ral Meeting is vacant.
Meeting at irected by e to time
adjourned hed at the lace
ys or more given as in
ary to give usiness to
ng shall be unless the
t on a show rried either
entry to that oceeding of ve evidence ion of votes
oting on any dered to be motion and nd made in n person or ch confer a n one-tenth ution, or on y thousand
poll may be who made
r election of ded on any g later than was made
of the oll shall bee resolution
CHAIR
APPSC
DEMNOTTRAOTHSPE
MEMONNOT TTO VO
RESEXERRIGHTWHO
NUMBWH
RMAN’S CASVOTE
POINTMENTCRUTINEER
MAND FOR PT TO PREVEANSACTIONHER BUSINEECIAL NOTI
MBER PAYIEY IN ADVATO BE ENTIOTE IN RES
THEREOF STRICTION CISE OF VOTS OF MEMHAVE NOT
CALLS ER OF VOT
HICH MEMBENTITLED
STING
T OF RS
POLL ENT N OF ESS ICE
ING ANCE TLED PECT
ON OTING BERS PAID
ES TO ER
119. In shadM
120. WapanapemsuChthvare
121. Thtrathth
122. WArnothat noMthbympradcirno
123. A reofansa
124. NoShsure
125. SuCoenperewhauunbeca
Pransehawh
260
the case of how of handddition to theember.
Where a poll isppoint two scnd to reportppointed shamployee of tuch a Membhairman shae poll is dec
acancies in emoval or frohe demanansaction e election oan the quest
Where by anrticles, specotice of the ine Company t which it is otice is serveeeting. The e intention ty it, give its anner as it racticable sdvertisementrculation or ot less than s
Member pemaining unpf that amounny voting righame would bo Member shares registeums presentegard to whic
ubject to theompany holntitled to voterson (or epresentativehen present uthorized repnder a Powee in proportapital of the C
rovided howeny meeting ection (2) of ave a right thich directly
HUMequality of vs and on a
e vote or vote
s to be takencrutineers to t thereon toall always behe Companyer is availab
all have powclared, to remthe office om any othernd for of other b
of the Chairmtion on whichy provision
cial notice isntention to mnot less thato be move
ed or deemeCompany so move any Members nogives notice
shall give t in a nein any othe
seven days bpaying the paid on any Snt has beenhts in respecut for such phall exerciseered in his tly payable ch the Compa
e provisions oding any eqte shall, on being a
e duly authorin person (inpresentativeer of Attorneyion to his sCompany.
ever, if any pof the ComSection 47
to vote only y affect the
MMING BIRD votes, the Chpoll (if any) es to which h
n, the Chairmscrutinise th
o him. One e a Member y) present at
ble and williner, at any tim
move a scrutif the scrutincause. a poll
business (excman and of h the poll hascontained i
s required fmove the reso
n fourteen ded, exclusiveed to be sehall immediasuch resolu
otice of the e of the Methem noticwspaper har mode allow
before the Mewhole or a
Share held bn called up, ct of moneys payment becoe any voting name on whby him haveany has exer
of Article 123quity share a show of hbody corporized) have oncluding a bo), or by an y or by proxshare of the
preference shmpany, (save
of Companion resolutiorights attac
EDUCATIONhairman shahave a cas
he may be e
man of the Mhe vote given
of the scru(not being at the Meetin
ng to be appme before thineer from oneer arising
shall notxcept on the
an adjournms been demain the Act ofor any resoolution shall
days before te of the dayrved on the ately after thution has bee
resolution ineeting, or if ce thereof, aving an wed by theseeting.
a part of thby him althoushall not beso paid by home presentrights in reshich any ca
ve not been rcised any rig
3, every Memcapital and
hands whenorate preseone vote andody corporatagent duly
xy, his votinge paid-up eq
hareholder ise as providies Act, 201ons before tched to his
N LIMITED ll both on a ting vote in
entitled as a
eeting shall n on the poll utineers so an officer or g, provided ointed. The he result of ffice and fill from such
t prevent question of
ment) other anded. or in these olution, the be given to
the Meeting y which the
day of the he notice of en received n the same that is not either by
appropriate se presents
he amount ugh no parte entitled to him until the tly payable.spect of any lls or other paid or in
ght of lien.
mber of the d otherwise present in ent by a d on a poll, te by a duly
authorized g right shall quity share
s present at ed in sub-3) he shall he Meeting preference
VOTEOF U
VO
REPRBOD
ES OF MEMBUNSOUND M
OTES OF JOIMEMBERS
RESENTATIODY CORPOR
BERS MIND
INT
ON OF RATE
sh
A onthwh
126. A bevocogu
127. If pedurethtohoagwhshShprunsuin SewhAr
128. (a
(b
261
hares.
Member is n the grounde Company hich the voteMember of
een made bote, whetherommittee or ouardian may,there be join
ersons may uly authorizeespect of sereto but th speak at tholders be prgent or by phose name hall alone behares, but treference to nder a Poweuch person p
the Registeveral execuhose name rticles be deea) A body
meanincreditorDebentresolutibody, tthe CoCompaCompaperson entitled(includibody ccould sharehoCompareferredSecretacommethe Comthe saidvote the
b) Where State isas the
HUM
not prohibited that he has
for any spee is taken. unsound miny any Courtr on a showother legal g, on a poll, vont registered vote at any
ed under a Psuch Sharese proxy so
he Meeting, resent at anproxy, that o
appears hig entitled to she other hoa person pr
er of Attorneypresent by ater of Memutors or admi
Shares staemed joint hoy corporate ng of the Actr of the Ctures) authoron of its Boao act as its
ompany or aany or at anany or Debe
authorized to exercisng the right
corporate whexercise if older, credito
any. The prodd to above ary of sucencement of mpany as sud representaereat.
the Presides a Member case may b
MMING BIRD
ed from exers not held hcified period
nd, or in respt having jurisw of hands uardian and ote by proxy.holders of aMeeting per
Power of As, as if he appointed sand if more
ny Meeting ene of the sagher on thespeak and to lder(s) shallresent by any or by proxygent or proxbers in resnistrators of nd shall for olders thereo(whether a
t or not) mayCompany (inrize such perard of Directorepresentat
any class ofy meeting onture-holdersby resolutioe the sameto vote by p
hich he reprit were an
or or holder duction of a
certified bch body cothe Meeting
ufficient evidatives’ appoin
ent of India of the Compe the Gover
EDUCATION
rcising his vis Shares or
d preceding t
pect of whomsdiction in lu
s or on a p any such co.
any Shares, orsonally or b
Attorney or were so
hall not hav than one oeither persoaid persons
e Register oo vote in respl be entitledn agent dulyy although txy stands firsspect of sucf a deceasedr the purposof.
a company y, if it is a M
ncluding a rson as it thintors or other tive at any Mf shareholdeof the creditrs of the Coons aforesaide rights an
proxy) on beresents as n individual
of Debentucopy of the
by a Directoorporate be
g shall be acdence of the ntment and h
or the Govepany, the Prrnor may app
N LIMITED
voting rights r interest in the date on
m order has unacy, may poll, by his ommittee or
one of such by an agent by proxy in lely entitled
ve any rightf such joint nally or by so present
of Members pect of such to vote in authorized
he name of st or higher ch Shares. Member in
se of these
within the Member or holder of
nks fit by a governing
Meeting of ers of the ors of the
ompany. A d shall be
nd powers half of the that body Member,
res of the resolution
or or the efore the ccepted by
validity of his right to
ernor of a resident or point such
VOTEOF D
INSOL
VOTIN
RIGHTTOD
PROXSPECOR
NO PON A S
INSPROX
D
FOR
ES IN RESPEDECEASED
LVENT MEM
G IN PERSOBY PROXY
TS OF MEMO USE VOTEIFFERENTL
PROXIES
XY EITHER CIFIED MEEFOR A PER
PROXY TO VSHOW OF HSTRUMENT XY WHEN TODEPOSITED
RM OF PRO
ECTS D OR MBERS
ON OR
BERS ES LY
FOR TING
RIOD
VOTE HANDS
OF O BE
D
OXY
129. Ananthof thcathsuthat
130. SugivMduCo
131. Onenenvohe
132. AnMpevoshEvthaphimCo
133. Anpuanpuin M
134. No
135. Thorcedefowhanva
136. Evotanan
262
person any Meclass operson and pothe Precould e
ny person enny Shares mereof in the f such Sharee time of ho
ase may be, e Directors
uch indemnite Directors t such Meetinubject to theven either peember may uly authorizeompanies Acn a poll takntitled to montitled to vototes, use all e uses ny Member oeeting of theerson (whethote instead ohall not havevery notice cat a Membppoint one omself, and ompany. n instrumenturposes of and any adjouurpose of ev
the instrueeting. o proxy shall
he instrumenr authority (iertified copy eposited at trty-eight houhich the pernd in defaultalid. very instrumtherwise shany of the fornd signed by
HUMas he thinks
eeting of the of sharehold
shall be enwers, includ
esident, or aexercise as antitled under may vote atsame mannes; provided t
olding the Meat which heof the right
ty (if any) asshall have png in respecte provisionsersonally or vote either
ed in accoct, 2013. ken at a Mere than one e for him, ashis votes or
of the Compe Company, her a Membeof himself. PRe any right wconvening a ber entitled or more proxthat a prox
t of proxy ma particular Murnment therevery Meetingment and
l be entitled t
nt appointingf any) undeof that Pow
the Registerurs before thrson namedt the instrum
ent of proxy all, as nearly ms as presc
y the appoint
MMING BIRD s fit to act asCompany orers of the C
ntitled to exeing the rights the case mMember of tthe Transmi
t any Generer as if he wathat at least eeting or adjoe proposes t
to transfer s the Directo
previously adt thereof. s of these Aby proxy. A by a proxy rdance with
eeting of thevote or his ps the case mcast in the
any entitled shall be ent
er or not) as ROVIDED tha
whatsoever toMeeting of thto attend axies to atteny need not
may appoint Meeting speceof or it mayto be held
every adjou
to vote by a s
a proxy andr which it iser of Attorneed Office of he time for in the instruent of proxy
whether foras circumst
cribed in the er or his atto
EDUCATIONs his represer at any meetCompany anercise the sat to vote by may be, the the Companission Articleral Meeting as the registforty-eight hourned Meeto vote, he ssuch Share
ors may reqdmitted his r
Articles, votebody corporor by a rep
h Section 1
e Company proxy, or othmay be, neesame way a
to attend antitled to appohis proxy to at a proxy soo speak at thhe Company
and vote is nd and vote
be a Mem
a proxy eitcified in the
y appoint a pbefore a daturnment of
show of han
d the Power s signed or ey or authorif the Compaholding the
ument purpoy shall not be
r a specified tances will a Companiesorney duly au
N LIMITED entative at ting of any nd such a ame rights
proxy, as Governor
y. e to transfer
in respect ered holder ours before ting, as the shall satisfy es and give quire unless ight to vote
es may be rate being a presentative 105 of the
a Member her persons ed not, if he all the votes
nd vote at a oint another
attend and o appointed he Meeting. y shall state
entitled to instead of
mber of the
ther for the instrument
roxy for the te specified
any such
ds.
of Attorney a notarially ity, shall be
any at leastMeeting at
ses to votee treated as
Meeting or admit, be in s Act, 2013, uthorized in
VALIGIV
NOTWREV
A
TIME F
CHAMEETJUDG
OF
CIN
ND
APPD
DD
DITY OF VOVEN BY PROWITHSTANDVOCATION AUTHORITY
FOR OBJECTO VOTE
AIRMAN OF ATING TO BEGE OF VALIF ANY VALU
CUSTODY ONSTRUMEN
NUMBER OFDIRECTORS
POINTMENTDIRECTORS
DEBENTUREDIRECTORS
OTES OXY DING OF
Y
CTION
ANY E THE DITY
UE
F T
F S
T OF S
E S
wrseit.
137. A prinsPotraprreCoof usshdispr
138. Noto MandisanCh
139. ThvaChjudde
140. If obMsuthcoth
141. UnCoColes14 Fi (i)(ii)
142. Thacto
143. AnprTrpesureDi"DmAr
263
riting or if theal or be sign
vote given inroxy shall besanity of theower of Attoransfer of therovided that evocation orompany at thf the Meetingsed providedhall be entitlscretion thinroxy and of tho objection s the validity eeting at whnd every vosallowed at nd such objehairman of thhe Chairmanalidity of evhairman predge of the vecision of the
any such ibject of apeetings of th
uch time as e Company.
opy thereof ee Companyntil otherwisompany andompanies Ass than three41A
rst Directors
) Mr. Nitesh J) Mr. Narendhe appointmccordance w the extent any Trust Derovide for rustees thereerson to be uch Trusteesemove and irector appo
Debenture Deans the Drticle. The D
HUMhe appointerned by any o
n accordance valid notwe principal, orney under we Share in rno intimatio
r transfer she Registereg or adjourn
d neverthelesed to requir
nk fit of the he same not shall be mad
of a vote ehich the votete, whether such Meeti
ection made he Meeting.n of any Meevery vote
esent at the validity of evee Chairman sinstrument opointing at he Companythe Directors If such ins
examined witto remain in
se determined subject to tct, 2013, thee and not mo
of the Comp
Jain der Kumar Ja
ment of Direcwith the proviapplicable. ed for secur the appoineof or by tha Director o
s or holder ore-appoint
inted under Director" andirector for thebenture Dir
MMING BIRD r is a body cofficer or atto
e with the tewithstanding or revocationwhich such prespect of won in writing hall have b
ed Office befoned Meeting ss that the Che such evidedue executihaving beene to the qua
except at thee objected togiven perso
ng, shall bein due time
eting shall btendered attaking of a
ery vote tendshall be final of appointme
attorney ory, it shall rems may deterstrument emth the originn the custodyed by a Gehe provisione number ofore than fiftee
pany were:
ain ctors of the sions of the
ing Debentuntment, frome holders o
of the Compaof Debenture
any Directothis Article id the termhe time beinrector shall n
EDUCATIONcorporate, b
orney duly au
erms of an inthe previou
n of the proxproxy was sigwhich the vot
of the deatbeen receivore the commat which t
hairman of aence as he ion of an insn revoked.
alification of ae Meeting oro is given oonally or by e valid for ashall be refe
be the sole jut such Me poll shall bdered at sucand conclus
ent is confir proxy for
main permanrmine, in the
mbraces otheal shall be dy of the Comeneral Meet
ns of Sectionf Directors sen.
e Company Act and the
ures may if som time to tiof Debentureany and ma
es, from timeor so appois herein ref
m “Debentureng in office not be liable
N LIMITED be under its uthorized by
strument of us death or xy or of any gned, or the te is given, th, insanity, ved by the mencement he proxy is
any Meeting may in his
strument of
any voter or r adjourned
or tendered, proxy, not
ll proposes erred to the
udge of the eeting. The be the sole ch poll. The sive. ned to the r voting at nently or for custody of
er objects, a delivered to
mpany. ting of the
n 149 of the shall not be
shall be in ese Articles,
o arranged, me by the
es, of some y empower
e to time, to ointed. The ferred to as e Director” under this to retire by
NOMIOR C
INEE DIRECCORPORATDIRECTOR
CTOR TION
rocothhaco
144. (a
(b
(c)
(d
264
otation or be ontain such ae Company ave effect nontained herea) Notwithsta
these Artthe ComCorporati(which coreferred granted oso longDebenturprivate plShares indirect suCompanyCorporatioutstandiappoint frDirector, or DirectoDirector(sremove frto appoin
) The Boarpower to Such Nomany ShaNominee rotation oDirectors(privilegesDirector o
) The Nomsaid officethe ComDirector/sshall ipsomoneys being pai
d) The Nomshall be eGeneral Mof the Cis/are MeThe Corpsuch notic
HUMremoved by ancillary provand the Tru
notwithstandein. anding anythicles, so longpany to anon or to a
orporation orto as “the
or to be gran as the
res in the Clacement, orn the Compabscription o
y arising out on on behng, the Corom time to whole time ors is/are hes)") on the rom such offt any person
rd of Directoremove fro
minee Directare qualifica
Director shof Directors. S(s) shall be s and be subjof the Compa
minee Directoe only so lon
mpany to thes so appointo facto vacaowing by thd off.
minee Directoentitled to reMeetings, Bo
Committee ofember(s) as aporation shaces and min
MMING BIRD the Companvisions as m
ustees and ading any of
hing to the g as any moy Finance Cny Financinr body is her
corporationnted by them
corporationompany by
r so long as any as a resr so long aof any guarahalf of the
orporation shtime any peor non-whole
ereinafter refBoard of t
fice any persn or persons
ors of the Com office thetor(s) shall nation in theall not be liSubject as a
entitled to ject to the ob
any.
or(s) so appng as any moe Corporatioed in exercite such offiche Compan
or(s) appoineceive all nooard Meetingf which the also the minuall also be eutes.
EDUCATIONny. The Trustmay be agreeall such provf the other
contrary cooneys remainCorporation
ng company reinafter in t
n”) out of am to the Con continue
direct substhe Corpora
sult of undeas any liabiantee furnishe Companyhall have aerson or pere time (whicferred to as the Compansons so appoin his/their p
ompany shae Nominee Dnot be require Companyiable to retir
aforesaid, thethe same r
bligations as
pointed shaloneys remainon and the ise of the sace immediateny to the C
nted under totices of andgs and all thee Nominee Dutes of such entitled to r
N LIMITED t Deed may ed between visions shall
provisions
ntained in n owing by
or Credit or body,
this Article any loans ompany or
to hold cription or
ation holds rwriting or lity of the hed by the y remains a right to rsons as a ch Director
"Nominee ny and to ointed and
places.
ll have no Director(s). red to hold y. Further rement by e Nominee rights and
s any other
l hold the n owing by
Nominee aid power, ely on the orporation
his Article attend all
e Meetings Director(s) Meetings.
receive all
SPEC
LIMIT
CIAL DIREC
ON NUMBE
CTOR
ER OF
(e)
145. (a
(b
(c)
146. Th
265
) The sittinshall alsoaccordingCorporatiremuneraDirector moneys aDirector(ssame shato the Coby the Cconnectioalso be CorporatiDirector/sis/are an
a) In connecany compsupply otechnical companyclause rtime to t(hereinaftagree tharetire by rshares tohowever long as force unCompanyarrangem
) The collaremove amay at thdeath or time appoplace andin writing partner oCompany
) It is clarifdirector uas a direcso entitledirectors appointm
he provisions
HUM
g fees in relo accrue to thgly be paid on. Any oth
ation in any of the Com
and remuners) shall accall accordingorporation. ACorporation on with their paid or reimon or as the
s provided thofficer(s) of tction with anpany or corp
of technical advice the
, corporationreferred to aime any peter referred at such specrotation and o qualify himthat such spsuch collab
nless otherwy and such c
ments or at an
borators mayany such sphe time of sucresignation ooint any othed such apposigned by su
or such persy at its registe
ied that everunder this artctor and so thed there may
as the coent. s of Articles
MMING BIRD
ation to suche Corporatioby the Com
her fees, coform is pay
mpany, sucration in relarue to the Cly be paid byny expensesor such Noappointment
mbursed by e case may hat if any sucthe ny collaboratporation or aknow-how
e directors n, firm or persas “collaborarson as direto as “speccial director need not posm for office pecial directoboration arrawise agreedollaborator uny time there
y at any timeecial directoch removal aof the personer person as intment or reuch companyson and shaered office.
ry collaboratoticle may apphat if more thy be at anyllaborators
143, 144 and
EDUCATION
h Nominee Don and the smpany direcmmission, myable to thech fees, coation to suchCorporation y the Compas that may bominee Diret or Directorthe Compa
y be to suchch Nominee
tion arrangeany firm or pand/or macmay autho
rson herein-aation” to appector of the ial director”)shall not be
ssess any qu of such dior shall holdangement red upon betwunder the coeafter.
e and from timor appointed and also in thn so appointspecial direcemoval shaly or corporat
all be deliver
or entitled topoint one suhen one collay time as maeligible to
d 145 are su
N LIMITED
Director(s) same shall ctly to the moneys or Nominee
ommission, h Nominee
and the ny directly e incurred ctor(s), in
rship, shall any to the h Nominee
Director/s
ement with person for chinery or orize such after in this point from
company ) and may e liable to ualification irector, so d office so emains in ween the llaboration
me to time by it and
he case of ted, at any ctor in his l be made tion or any red to the
o appoint a uch person aborator is ay special make the
ubject to the
NO
A
DIRECIN
AD
QU
DIREC
REMDIRSP
ON-RETIRIN
ALTERNATEDIRECTOR
CTORS MAYN VACANCIE
ADDITIONALDIRECTORS
UALIFICATIOSHARES
CTORS’ SITFEES
EXTRA UNERATION
RECTORS FPECIAL WOR
NG
E
Y FILL ES
L S
ON
TTING
N TO OR RK
praninfo
147. ThfoArabStEvthseanpuhaof unDiBoOrafauanno
148. TtimvaDishwhnoeli
149. SuAcfroastotmanupbe
150. A
151. ThmDithBoattCehigtim
152. SuCocaincCosh
266
rovisions of nd number
the aggregr the time behe Board mar such apprticle called "bsence for atate in whichvery such Ae Company
erved on himnd to attend urposes of aave and exef the Originander this Artiirector returnoard are ordriginal Direcforesaid, anyutomatic reanother appoiot the AlternaThe Directorsme to appoinacancy. Suchirectors at a hall hold offichose place hot been vacaigible for re-eubject to thect, 2013 the om time to tis an additiontal number aximum fixen Additional p to the datee eligible for Director nee
he fees payeeting shall irectors not e Central Goard or a Cttended by hentral Govegher fees as
me to time deubject to theompanies Acalled upon toclude work ommittee forhare certifica
HUMSection 152of such Di
ate one thireing in office.ay appoint, apointment by"the Original
a period of nh the meetinAlternate Dire
an addressm, be entitled
and vote asa quorum a
ercise all the al Director. cle shall vacns to the Sdinarily heldctor is detey provisions appointment ntment shal
ate Director.s shall have nt any persoh casual vacmeeting of tce only up the is appointated as aforelection. e provisions Directors shme to appoin
n to the Boarof Directorsd by these ADirector to t
e of the nextelection at s
ed not hold a
yable to a Dbe such sumexceeding s
Government Committee tim. The Dire
ernment (if as the Competermine. e provisionsct, 2013, if a
o perform extdone by a
rmed by theate) or to m
MMING BIRD 2 of the Crectors appord of the tot. an Alternate y the Direct Director") toot less than gs of the Boector shall, ss in India atd to notice os a Director nd generallypowers andThe Alterna
cate office astate in whic
d and if theermined befo
in the Act oof retiring
l apply to th
power at anyon to be a Dcancy shall bhe Board. Ano the date tted would haresaid. How
of Section hall have the nt any other rd (“Additiona
shall not aArticles. Any the Board shAnnual Gen
uch Meetingny qualificati
Director for m as may besuch sum as
for each othereof and
ectors, subjecany requiredany in Gene
s of Sectionsany Director,tra services a Director ae Directors omake special
EDUCATIONCompanies ointed shall tal number o
Director rector (hereinao act for himthree month
oard are ordsubject to ht which noti
of meetings oand be couny at such Md duties andate Directors and when tch the meete term of offore he retuor in these Director in
he Original D
y time and fDirector to fbe filled by thny person soto which the ave held offi
wever, he sh
161 of the e power at an
person to beal Director”)
at any time person so aphall hold hisneral Meetin
g. ion shares.
attending ee fixed by th
s may be preof the meeti adjournmect to the sand) may be eral Meeting
s 188 and , being willin(which expreas a Membor in relationl exertions i
N LIMITED
Act, 2013 not exceedof Directors
commended fter in this
m during his hs from the inarily held. is giving to ce may be of Directors nted for the Meetings to authorities
r appointed the Original ings of the ffice of the urns to as Articles for default of
Director and
from time to fill a casual he Board of o appointed
Director in ce, if it had all then be
Companies ny time and e a Director so that the
exceed the ppointed as office only g and shall
each Board he Board of escribed by ngs of the nts thereto
nction of the paid such
g shall from
197 of the ng, shall be ession shall ber of any n to signing in going or
TEXPE
BY DC
BOARNEC
CERTA
TRAVELINGNSES INCUDIRECTORSCOMPANY’SBUSINESS
RD RESOLUCESSARY FAIN CONTR
G RRED
S ON S
UTION FOR RACTS
reotCofixansu Suin be
153. ThbymorbuplasutraincM
155. (1
267
esiding or retherwise for ompany mayxed sum or ond such remubstitution fo
ubject to thethe whole t
e paid remun
i. by wwith t
ii. by waReso
he Board of Dy the Act aeeting of ther General Meusiness of thace of residuch sum as aveling, hotcurred by heeting as ab) Subject
CompanBoard oCompanDirector a firm omemberwith the(a) For
ma(b) for
or d(c) not
cla
(i)
(ii)
HUMesiding out o
any of they remunerate
otherwise as muneration mr his share in
provisions otime employmneration eithe
way of monththe approval ay of commi
olution authorDirectors mallow and pae Board of Deeting of the he Company
dence, for ththe Board m
tel, and othhim in additibove specified
to the pronies Act, 201of Directors ony or his re
or relative isr a private cr or director,Company: r the sale,
aterials or serunderwriting
debentures othing contause (1)
the purchasCompany, to the Comfirm, partnefor cash at
any contraCompany orelative, firmthe other fogoods, matthe Compapartner or pbe regularly
MMING BIRD of his usual e purposes e the Directomay be dete
may be eithn the remune
of the Act, a ment nor a Mer:
hly, quarterlof the Centr
ission if the rized such paay subject to ay to any DDirectors or Company o
y at a placehe purpose omay consideher incidenton to his fed. ovisions of 13, except wof the Compelative, a fis partner, anyompany of w shall not e
purchase rvices; or g the subscrof the Compaained in c
shall a
se of goods aor the sale ompany by aer or private prevailing mact or conon one side am, partner oor sale, purcterials and seany, or the Dprivate compy trades or d
EDUCATIONplace of reof the Com
or so doing ermined by thher in additioeration herein
Director whManaging D
y or annuaral GovernmeCompany bayment. the limitation
Director whoany Commit
or in connecte other thanof attending
er fair competal expenseees for atte
Section 18with the conspany, a Direcirm in whicy other partnwhich the Dienter into an
or supply
ription of anyany; clause (a) affect:-
and materialof goods andany Directorcompany as
market prices;ntracts betwand any suchor private cochase or supervices in whDirector, relapany, as the oes busines
N LIMITED esidence or mpany, the either by a he Director, on to or in n provided.
o is neither irector may
l payment ent; or y a Special
ns provided o attends a ttee thereof ion with the n his usual
a Meeting ensation for es properly nding such
88 of the sent of the ctor of the h such a
ner in such rector is a y contract
of goods,
y Share in
of sub-
ls from the d materials r, relative, s aforesaid ; or ween the h Director, mpany on
pply of any hich either ative, firm, case may s.
DISCLM
DIRECINAM
MANAOR
DI
LOSURE TOMEMBERS OCTORS’ INTEN CONTRACAPPOINTINGMANAGERSAGING DIRER WHOLE-TIM
DIRECTOR
RECTORS OINTEREST
O THE OF EREST CT G S,
CTOR ME
OF
156. W
157A A direnCoat
268
(b) Notwithhereof,companurgent of the Bthe saleor servsuch saggregcontracshall bethe date
(c) Every cshall bmeetingthe samwithin tis accowithin entered
(d) If consArticle, will be v
(e) The Di
shall nrealizedthereby
When the Com(a) enters
Managincontractdirectly o
(b) varies awhich aaforesaiCompan
Director ofrectly or indntered into oompany shat a meeting o
HUMPROVIDEDdo not relvalue of whexceeds faggregate period of th
hstanding aa Director,
ny as aforenecessity, eBoard, into ae, purchase ices even if ervices exceate in any y
ct; but in suce obtained ae on which th
consent of thbe accordedg of the Bome shall notthe meaning orded beforethree mont
d into.
sent is not acanything do
voidable at t
rectors, so cnot be liabled by any sucy establishedmpany:- into a con
ng Director t any Director indirectly,
any such cona Director d, the pro
nies Act, 201f the Compadirectly concor to be en
all disclose thof the Board
MMING BIRD D THAT suchate to good
hich, or servifive thousain any yea
he contract or
ny containe, relative, firesaid may, nter without
any contract or supply ofthe value of eeds rupeesear compriseh a case thet a Meeting whe contract w
e Board requd by a resard requiredt be deemedof that claus
e the contrahs of the
ccorded to aone in pursuhe option of
contracting oe to the Coch contract od.
tract for thor Whole-timtor of the Cconcerned o
ntract alreadis concernevisions of 3 shall be coany who is cerned or intered into b
he nature of in the mann
EDUCATIONh contract ords and matices the costand rupeesar compriser contracts.
ed in sub-crm partner in circumsobtaining thwith the Co
f any goods,such goods
s five thousaed in the pee consent of within three was entered
uired under tsolution pasd under claud to have bse unless th
act is enteredata on w
any contract uance of thethe Board.
or being so ompany for or the fiducia
he appointmme DirectorCompany isor interesteddy in existened or interSection 19
omplied with in any wa
nterested in by or on bef his concernner provided
N LIMITED r contracts terials the t of which,
s in the ed in the
clause (1) or private
stances of he consent mpany for , materials or cost of and in the riod of the the Board months of into.
this Article sed at a
use (1)and een given
he consent ed into or
which was
under this e contract
interested any profit
ary relation
ment of a r in which s whether ; or
nce and in rested as
90 of the .
ay, whether a contract
ehalf of the n or interest d in Section
GENED
DIRMANA
DIRMANA
DISQUTH
ERAL NOTICDISCLOSURE
RECTORS AAGING DIRERECTORS AAGING DIRE
UALIFICATIOHE DIRECTO
CE OF E
AND CTOR
AND CTOR
ON OF OR
18
157B A effco18finfonoworemrefir
158. SuMdishoColesanthpaotcoresuthintCoSedu
159. A Di
269
84 of the Com
general notffect that he orporate or is84 of the Comnancial year r a further potice given inould have ot
enewal thereoeeting of t
easonable sterst meeting oubject to theanaging Dirsqualified byolding office ompany eithssor or lesseny contracts e Companyartnership of therwise inteontracting beealized by suuch Director ereby estabterest shall bompanies Acection 184 auly observed
person shairector of the
(a) he haby a finding
(b) he is an
(c) he has applica
(d) he hasinvolvinto imprperiod expiry o
(e) he has Compaothers fixed fo
(f) an ordehas beeCourt h
HUMmpanies Act
tice, given tois a director s a membermpanies Actin which it s
period of onn the last moherwise expof shall be ofhe Board oeps to secur
of the Board ae provisions orector and Wy reason ofunder the Coer as vendoee or otherwor arrangem
y with any f or in which erested be ae liable to accuch contract
holding thalished, but ibe disclosedct, 2013 andand 189 of t and complieall not be c
e Company if
s been fo Court
is in force;
n un-discharg
applied to btion is pendi
s been convng moral turprisonment foof five yearsof the senten
not paid anany held by and six mon
or the payme
er disqualifyinen passed b
has been obta
MMING BIRD , 2013.
o the Board or is a mem
r of a specifi, 2013 shall shall be givee financial yonth of the fiired. No suchf effect unlesor the Diree that is brouafter it is giveof the Act thWhole time f his or theompany or frr, purchaser
wise, nor shament enteredDirector or any Directo
avoided nor count to the or arrangem
at office or ot is declared
d as provided in this respthe Companed with. capable of f:-
und to be of compete
ged insolven
be adjudgedng;
victed by a pitude sentenr not less th
s has not elance;
ny call in reshim whethe
nths have lapnt of the call
ng him for apby a Court, uained for his
EDUCATION
by the Dirember of a speied firm undexpire at the
en but may byear at a timinancial yearh general noss, either it isector concerught up and en. e Directors (Director) sh
eir office as rom contractr, lender, ageall any such d into by or o
with any cor shall be a r shall any Company fo
ment by reasof the fiduciad that the nad by Section
pect all the pnies Act, 201
being appo
e of unsouent jurisdictio
nt;
d an insolven
Court of annced in respehan six monapsed form t
spect of Shar alone or jopsed from th; or
ppointment aunless the les appointmen
N LIMITED
ector to the ecified body er Sections e end of the be renewed me by fresh r in which it otice and no s given at a rned takes read at the
(including a hall not be such from
ing with the ent, broker, contract or
on behalf of ompany or member or Director so or any profit son only of ary relation ature of his
n 184 of the rovisions of 13 shall be
inted as a
und mind on and the
nt and his
ny offence ect thereof nths and a he date of
ares of the ointly with
he last day
as Director ave of the
nt.
VACABY
VACABY
ATION OF OFY DIRECTOR
ATION OF OFY DIRECTOR
(CONTD.)
FFICE RS
FFICE RS
160. Th
161. Noanth
270
he office of D
(a) he is fcompet
(b) he appl
(d) he is aCourt osentencthan six
(e) he failsCompaothers the paGovernremoveor
(f) absentsthe BoaBoard whichevabsenc
(g) he (whbenefit partnerdirectorfor a loSection
(h) he beinconcernor propto be efails to at a meSection
(i) he is Compa
(j) if by nooffice, o
(c) having holdingCompaemploy
otwithstandinnd (i) of Articese clauses
(a) for thirsentenc
HUMDirector shall
found to be tent jurisdicti
lies to be adj
djudged an of any offenced in respex months; or
s to pay anyany held by within six mayment of nment, by a es the disqua
s himself froard of Direcfor a cont
ver is longce from the B
hether by hior on his ac
r or any prir), accepts a oan, from t
n 185 of the C
ng in any wned or intere
posed contraentered into disclose the
eeting of the n 184 of the C
removed byany before the
otice in writinor
been appoi any office
any, he ceayment in the Cng anything cle 160 hereoshall not tak
rty days froce or order;
MMING BIRD become vac
of unsoundon; or
judged an ins
insolvent; ornce involvingct thereof to
y call in resphim, whethe
months from the call
notification ialification inc
om three conctors, or frominuous perioger, withoutBoard; or
imself or byccount or anyvate compaloan, or any
he CompanCompanies A
way whetherested in a coct or arrangeby or on be
e nature of hBoard of Di
Companies A
y an Ordinae expiry of h
ng to the Co
nted as a De or otherses to holdCompany.
contained iof, the disqu
ke effect:
om the date
EDUCATIONcant if:-
d mind by a
solvent; or
r he is convg moral turp imprisonme
pect of Shaer alone or jthe last dateunless the
in the Officiacurred by su
nsecutive mm all meetinod of threet obtaining
y any persoy firm in whi
any of whichy guarantee oy in contrav
Act, 2013; or
r directly orontract or arrement, enterehalf of the his concern irectors as reAct, 2013; or
ary Resolutiois period of n
ompany, he
Director by vr employmed such offic
in sub-clausualification re
e of the a
N LIMITED
a Court of
icted by a pitude and ent for less
res of the ointly with e fixed for e Central al Gazette
uch failure;
eetings of ngs of the e months,
leave of
on for his ch he is a h he is a or security vention of r
r indirectly rangement red into or Company
or interest equired by r
on of the notice; or
resigns his
virtue of his ent in the ce or other
ses (c), (d) eferred to in
djudication,
RD
REMOVAL ODIRECTORS
OF S
162. (a
(b
(c
(d
271
(b) where days aconvictexpiryappeal
(c) where appeal adjudicappeal removaappeal
a) The CSectionCompaResoluappointSectionexpiry o
b) SpecialSectionrequiredthis Artof a Diris remo
c) On recDirectoforthwitconcernMembeon the r
d) where Directomakes to the and reComparepreseso:
(i) in Merep
(ii) senMeMerepthebec
HUM
any appeal foresaid agaion resultingof seven daor petition is
within the sor petition
cation, senteor petition
al of the dor petition is
Company man 169 and oanies Act, 20tion remove ted by the Cen 242 of the of his period
l Notice asn 115 of thed of any resoticle or to aprector so remved.
ceipt of notir under thth send a ned and theer of a Compresolution at
notice is givr under this with respectCompany (nquests their
any, the entations are
the notice mbers of th
presentations
nd a copy mber of theeting is
presentations representacause they w
MMING BIRD
or petition isainst the adj in the senteays from thes disposed of
seven days n is preferreence, convict, if alloweddisqualificatios disposed ofay subject other applica13 and thesany Directo
entral GoverCompaniesof office.
s provided e Companieolution to rem
ppoint some moved at the
ce of a reshis Article;
copy ther Director (w
pany) shall bthe Meeting
ven of a reArticle and tt thereto repnot exceedinr notificationCompany
e, received by
of the rese Company
s having been
of the reprCompany tsent (befo
s by the Comations is nowere receive
EDUCATION
s preferred wjudication, sence or ordee date on wf; or
aforesaid, red in respction or orded, would reon, until suf. to the prov
able provisiose Articles byor not being rnment in purs Act, 2013 b
by these Aes Act, 2013move a Direother perso
e Meeting at
solution to the Comp
reof to thewhether or nbe entitled to.
esolution to the Director cpresentationsng reasonabn to Membe
shall, uny it too late f
solution givey state the fn made, and
resentations to whom notfore or a
mpany) and ifot sent as ed too late\o
N LIMITED
within thirty sentence or er until thewhich such
any further ect of the er, and the sult in the uch further
visions of ons of the y Ordinary a Director rsuance of before the
Articles or 3 shall be ctor under n in place t which he
remove a any shall
e Director ot he is a
o be heard
remove a concerned s in writing ble length) ers of the less the for it to do
en to the fact of the d
to every tice of the after the f a copy of
aforesaid r because
INDIRE
PARTII
PR
NTERESTEDECTORS NOCIPATE ORIN BOARD’SROCEEDING
D OT TO R VOTE S GS
(e
(f)
(g
163. Noorintheintprtimvo Prto
272
of (witreqat t
Providebe senapplicaperson satisfiedare bedefama
e) A vacaunder tthe CompursuanCompaanotherhe is intende(b) hereuntil theheld off
f) If the hereof, accordaapplicaCompaArticle a
Provideoffice uDirecto
g) Nothing
(i) as comresDire
(ii) as Dire
o Director shr vote on anyto or to be ee is in any wterested in resence coume of any suote shall be v
rovided how:-
HUMthe Compa
thout prejudiuire that the
the Meeting:ed that copient or read tion either owho claims
d that the riging abused
atory matter. ancy createdthis Article mmpany in Gence of Artic
anies Act, 20r Director in removed,
ed appointmeeof. A Direce date upto wfice if he had
vacancy is it may be
ance with thble of Artic
anies Act, 20and Section
ed that the under this Artr by the Boa
g contained i
depriving a mpensation pect of the ector, or
derogating ector which mhall as a Diry contract arentered into way, whether
such contrant for the pu
uch discussiovoid.
ever, that no
MMING BIRD any's defaulice to his rige representa
es of the repout at the
of the Comps to be aggghts concern
to secure
d by the remmay, if he haeneral Meetincle 153 or 13 be filled his place byprovided spent has beector so appowhich his pre
d not been re
not filled ue filled as ae provisionscle 148 or 013 and all shall apply a
Director whticle shall nord of Directo
n this Article
person remoof damagestermination o
from any may exist aprector take prrangement oby or on be
r directly or iact or arranurpose of foon or voting,
othing herein
EDUCATIONlt, the Direght to be heation shall be
presentatione Meeting ipany or of grieved, the
ned by this sneedless pu
moval of thead been appng or by the
Section 16by the appo
y the Meetingpecial notic
en given undointed shall hedecessor w
emoved as af
under sub-ca casual va, in so far asSection 16
the provisioaccordingly
ho was remoot be re-appoors.
e shall be tak
oved hereuns payable tof his appoi
power to rpart from thispart in the dior proceedin
ehalf of the Cindirectly, congement, noorming a quo
and if he do
n contained
N LIMITED ector may ard orally) e read out
need not f, on the any other
e Court is sub-clause ublicity for
e Director pointed by e Board, in 61 of the ointment of g at which
ce of the der clause hold office
would have foresaid.
clause (e) acancy in s they are 61 of the ons of that
oved from ointed as a
en:-
der of any to him in ntment as
remove a Article. scussion of ngs entered Company, if oncerned or ot shall his orum at the es vote, his
shall apply
DIREDC
PROM
RD
RETD
RETIR
APPTE
ED
ECTOR MAYIRECTOR O
COMPANIESMOTED BY COMPANY
ROTATION ODIRECTORS
TIREMENT DIRECTORS
RING DIREC
POINTMENTECHNICAL OEXECUTIVEDIRECTORS
Y BE OF S THE
OF S
OF S
TORS
T OF OR E S
164. A prasshshSe
165. No
166. Surepe
167. SuAcMfonuto NoDiacroDire
168. (a)
273
(a) any conDirectoreason the Com
(b) any coenteredcompanwhich t
(i) in h
(a)
(b)
(ii) in hper
Director maromoted by ts a vendor, shall be accohareholder ofection 188 ofot less than t
(a) Be pertermina
(b) Save abe appo
ubject to theetiring Directoeriod or perioubject to thect, 2013 andeeting of ther the time beumber is not one-third shominee Diirectors if anccount in deotation. In thirector
etiring by rota) The Boar
time to aDirector opersons fwhatsoevshall not and shall
HUM
ntract of inders, or any onof becoming
mpany;
ntract or ard into with ny which is ahe interest o
his being:
a director o
the holdernumber ofqualify himthereof, he by the com
his being a mrcent of its paay be or bethe Companshareholder,untable for af such compf the Compatwo third of t
rsons whoseation by retireas otherwise ointed by thee provisions ors should bods as it maye provisions d Articles 14e Company, eing as are lthree or a m
hall retire frorectors, C
ny, subject toetermining thhese Article
ation. rd of Directorappoint any or Executivefrom time to ver. A Techn
be required not be entit
MMING BIRD
emnity againne or more og or being s
rangement ea public co
a subsidiary of the Directo
of such comp
of not moref value ther
m for appoihaving beenpany, or
member holdaid-up share ecome a diry, or in whicor otherwis
any benefit any except inies Act, 201he total num
e period of ement by rotaexpressly p
e Company iof Articles
be appointedy in its discre
of Section 3 to 154, atone- third o
liable to retirmultiple of throm office. Thorporation
o Article 180,e number o
es a "Retirin
rs shall haveperson or p
e Director/s atime withoutical Director
d to hold antled to vote
EDUCATION
nst any loss of them, maysureties or a
entered intoompany or of a public co
or consists so
pany; and
e than sharrein as is rntment as n nominated
ding not morcapital.
rector of anch it may be
se and no sureceived as in so far Sec13 may be a
mber of Direct
the office isation and rovided in thn General M145 and 14
d by the Boaetion deem a152 of the t every Annuor such of thre by rotationree the num
he DebentureDirectors,
, shall not beof Directors tng Director"
e the right fropersons as and remove t assigning ar or Executivny qualificatioat any meet
N LIMITED
which the y suffer by surety for
o or to be a private
ompany in olely;
res of suchrequisite to a director, as director
re than two
y company e interested uch Director
director or ction 197 or pplicable. tors shall:
s liable to
he Articles Meeting.
7, the non-ard for such ppropriate. Companies ual General he Directors n; or if their ber nearest e Directors,
Managing e taken into to retire by" means a
om time to Technical any such
any reason ve Director on shares ting of the
ASCEDIREC
ROFV
ELIG
COMV
PRD
AP
ERTAINMENCTORS RETI
BY OTATION ANFILLING OFVACANCIES
IBILITY FORELECTION
MPANY TO FVACANCIES
ROVISION IDEFAULT OFPPOINTMEN
NT OF IRING
ND F S
R RE-
FILL S
N F NT
(b)
169. SuDiGeoffbeshth
170. A asat
171. Atafth
172. (a
(b
274
Board of ) Subject
Companieappointedbefore histhe resulsubject tobe filled bBoard anonly up tplace he been vac
ubject to Seirectors retirieneral Meetffice since thecame Direchall in defauemselves beretiring Dire
s a Director tt which he ret the Geneforesaid, the e retiring Dir
a) If the placMeeting vacancy, same daplace, orsucceedisame tim
b) If at theretiring Dnot expreretiring Dappointed
(i) arD
(ii) thaDr
(iii) ha
(iv) arb
(v) s
HUMDirectors. to the proes Act, 201d by the Coms term of officlting casual o any regulatby the Boardnd the Direco the date uis appointedated as aforeection 152 ng by rotatioting shall beeir last appo
ctors on the ult of and se determinedctor shall bethroughout atires. ral MeetingCompany m
rector or somce of retiring has not exthe Meetin
ay in the ner if that dayng day whic
me and place.adjourned
irector is notessly resolv
Director shad at the adjou
at that Meeesolution fo
Director has b
he retiring Daddressed toDirectors expe-appointed.
he is not appointment.
a resolution,equired for h
by virtue of a
section 162
MMING BIRD
visions of 13 if the ompany in Gece will expirevacancy m
tion in the Ard of Directorstor so appoup to which d would haveesaid. of the Com
on under Artice those, whoointment, but same day, tubject to an
d by the lot. eligible for rnd till the co
, at which may fill up theme other pers
Director is nxpressly resng shall staext week, aty is a publicch is not a . Meeting als
t filled up andved not to ll be deemeurned Meetin
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whether Shis appointmny provisions
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EDUCATION
Section 16office of anyneral Meetine in the norm
may in defaurticles of the s at the meeinted shall hthe Director
e held office
mpanies Actcle 167 at ev
o have beent as betweenthose who any agreemen
re-election aonclusion of t
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mpanies Act
N LIMITED
61 of the y Director ng vacated mal course, ult of and Company
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, 2013 the very Annual n longest in n those who are to retire nt amongst
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COINCRE
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AY EDUCE
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N LIMITED
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MMING BIRD ctor shall sient in writing
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EDUCATIONany) removeanother or o
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279
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280
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ever is greateneral Meetinntribute any alitical purpos
ovided that iclause (d) aobtained b
ich shall speoneys may bause (d) of a
ich may be nds in a finan
ovided furtheans” in claupayable on de date of thedit arrangeme issue of otharacter, but e purpose of ture. t derogating of Directorsxercise the
any and theions passed
e power to spect of mon
e power to iss
e power to bebentures,
e power to inv
e power to m
MMING BIRD ankers in theed the agg
pany and its fet apart for a
table and otusiness of toyees, any aany financi
or five per cemined in aon 349 and al years imer, provided ng or the Boamount to an
ses to any ind
n respect of and clause (by a resolutecify the totabe borrowedas the case contributed
ncial year und
er that the ese (d) abov
demand or we loan such
ments, the dher short termdoes not incfinancing ex
from the ps under thesfollowing poy shall do sat the meeti
make callsey unpaid on
sue Debentu
borrow mone
vest the fund
ake loans
EDUCATIONhe ordinary gregate of thfree reserveany specific p
ther funds nthe Compan
amounts the ial year, exent of its av
accordance 350 of the A
mmediately that the Cooard of Direcny political pdividual or bo
f the matter r(e) such contion of the tal amount ud by the Bo
may be totto charitabl
der clause (e
expression “ve shall me
within six moh as short tiscounting om loans of aclude loans xpenditure o
powers vestse Articles, owers on behso only by ing of the Bo
, on sharehn their Share
ures,
eys otherwis
ds of the Com
N LIMITED course of
he paid-up s that is to purpose;
not directly ny or the aggregate
xceed fifty verage net
with the Act during preceding
ompany in ctors shall
party or for ody;
referred to nsent shall
Company upto which ard under al amount e or other e)
temporary ean loans onths from term cash
of bills and a seasonal
raised for of a capital
ted in the the Board half of the means of ard;
holders in es,
se than on
mpany, and
CERTATAIN POWERTHE BOARD
RS OF D
202. Wprthcocothsa
283
Providat a Directoany opowersextent
(2) Every sub-claamounmoney
(3) Every sub-claamounbe invemay be
(4) Every sub-claamounmaximeach s
Without prejudreceding Artiose powers
onferred by ontained in tat the Direc
ay, power:
(1) To payand establi
(2) To paCompapayaband 20
(3) Subjecapplicaacquirprivilegacquirgenerathink acquisbelievesatisfa
(4) At thethe Ac
HUMed that the Meeting, d
ors, the Maother princips specified inspecified be
resolution dause (1)(c) nt outstandinys may be bo
resolution dause (1)(d) nt upto whicested, and the made by th
resolution dause (1)(e) nt upto whic
mum amount such purposdice to the gecle and so a
s, and withothese Articl
the last prectors shall ha
y the cost, cincidental ishment and
ay and chargany any cle thereon u08 of the Act
ct to Section able of thee for the Cges which e, at or for ally on such fit and in
sition to accee or may actory.
ir discretion ct to pay for
MMING BIRD Board may,
delegate to naging Dire
pal officer on sub- clauseelow.
elegating theabove sha
ng at any oorrowed by th
elegating theabove sh
h the funds he nature of he delegate.
elegating theabove sh
ch loans maof loans wh
e in individuaeneral poweas not in anyout prejudicees, but sub
ceding Articleave the follow
charges and to the pregistration
ge to the ccommission nder the pro.
292 and 297Act to pu
Company anthe Compasuch price terms and c
any such ept such title
be advised
and subjecany propert
EDUCATION by resolutio
any Comector, the Mof the Come (c),(d) and
e power refeall specify one time, uhe delegate.
e power refeall specify of the Comthe investme
e power refeall specify ay be madehich may beal cases.
ers conferredy way to lime to the othbject to the e, it is hereb
owing powers
expenses ppromotion,
of the Comp
capital accouor interes
ovisions of Se
7 and other urchase or ny propertyany is auth
or considerconditions as
purchase e as the Dired to be r
ct to the prorty, rights or
N LIMITED on passed
mmittee of anager or pany, the
d (e) to the
erred to in the total
pto which
erred to in the total
pany may ents which
erred to in the total
e and the made for
d by the last it or restrict her powers restrictions
by declared s, that is to
preliminary formation,
pany.
unt of the t lawfully ections 76
provisions otherwise , right or
horized to ration and s they may
or other ectors may easonably
ovisions of privileges
284
acquireither debenCompaeither as paidsuch securitor anyuncalle
(5) To seengagmortgathe Cobeing o
(6) To acpermisany pashall b
(7) To appthe CCompapurposthings and toor trus
(8) To insany legits officCompapaymeclaim orefer aperformto IndiIndia challen
(9) To acrelatingand liq
(10) To madischafor the
(11) Subjec370, 3Act, toCompa
HUMed by or sewholly or patures, mortgany, and anas fully paidd-up thereonbonds, de
ties may be ey part of the ed capital or
ecure the ement enteage or chargompany andor in such m
ccept from assible by lawart thereof,
be agreed.
point any peCompany aany, in whicse and to ex
as may beo provide for tees.
titute, condugal proceedicers or otheany, and alsent or satisfaor demands any differencm any awardan law or acor abroad nge any awa
ct on behalfg to bankru
quidation of c
ake and givarges for mone claims and
ct to the prov372 and all oo invest anany not imm
MMING BIRD rvices rende
artially in casgages, or otny such Shd-up or with n as may be ebentures, meither specifiproperty of not so charg
fulfillment oered into bge of all or ad its uncalledanner as the
any Memberw to a surrenon such term
rson to acceny propertyh it is intere
xecute and drequired in the remune
uct, defend, cngs by or agrwise concero to compou
action of any by or agains
ces to arbitrads made thecording to foand to obse
ard made the
f of the Couptcy and incompanies.
ve receipts,neys payabledemands of
visions of Seother applicad deal with
mediately req
EDUCATIONered to the sh or in shather securiti
hares may bsuch amounagreed upo
mortgages fically charge
the Compaged.
of any conby the Comany of the pd capital for
ey may think
r, as far asnder of his ms and con
ept and hold y belonging
ested, or for do all such d relation to
eration of su
compound ogainst the Corning the affund and allo
y debts due ast the Compaation and obereon either oreign law anerve and preon.
mpany in ansolvency, w
, releases ae to the Comthe Compan
ections 291, able provisio
h any monequired for the
N LIMITED Company, re, bonds, ies of the be issued nt credited n and any or other
ed upon all ny and its
ntracts or mpany by property of r the time fit.
s may be Shares or
nditions as
in trust for g to the any other
deeds and any trust, ch trustee
r abandon ompany or fairs of the ow time for and of any any and to serve and according
nd either in perform or
all matters winding up
and other mpany and ny.
292, 295, ons of the eys of the e purpose
285
thereoCompaas therealiseSectioand he
(12) To exCompawho mliabilityof the properany susuch agreem
(13) To opetime wbehalfendorsreleasnecess
(14) To disthe CoCompapersonthe proand toof the
(15) To prDirectoCompathe debuildindwellingratuitby crecontribinstitutsubscrinstrucdispenother subjecAct, toor to religiouobject suppolocality
HUMof upon suchany), or with
ey may thinke such inven 49 of the Aeld in the Co
xecute in thany, in favou
may incur ory whether asCompany, s
rty (present uch mortgage
other powements as sha
en bank accowho shall be , bills, nsements, es, contractssary authorit
stribute by wompany a Shany and to gn employed bofits of any
o charge sucworking exp
rovide for tors or empany and the
ependents orng or contribng or chawlsties, allowaneating and fbuting, to tions, fundsribing or ction and nsaries, medassistance
ct to the proo subscribe o
guarantee mus, scientificwhich shall
rt or aid by y of operatio
MMING BIRD security (no
hout securityk fit and fromestments. SAct, all invesmpany’s own
he name anur of any Dir be about ts principal or such mortgagand future) e may contaers, provisioall be agreed
ount and to dentitled to sinotes, reccheques, s and documy for such pu
way of bonushare or Sharive to any Dby the Compparticular bu
ch bonus or enses of the
he welfare ployees or eir wives, wir connectionsbuting to the, or by grantces, bonus ofrom time to
provide or trusts
contributing recreatio
dical and oas the Boavision of Se
or contribute money to cc, national o
have any mthe Companon, or of th
EDUCATIONot being Shay and in sucm time to timSave as prstments shaln name.
nd on behairector or othto incur anyr surety, for tges of the Cas they thinin a power oons, coven
d upon.
determine froign, on the Cceipts, acc
dividend ments and tourpose.
s amongst thres in the pro
Director, officepany a commusiness or tcommission
e Company.
of Directorex-employeeidows and fs of such pee building ots of moneysor other payo time subs
other assand by pro
towards on, hospitaother attendard shall thinection 293(1) or otherwise
charitable, beor other instmoral or otheny, either by he public an
N LIMITED ares of this ch manner me vary or rovided in l be made
alf of the her person y personal the benefit Company’s nk fit, and of sale and ants and
om time to Company’s ceptances,
warrants, o give the
he staff of ofits of the er or other mission on ransaction as a part
rs or ex-es of the families or ersons, by of houses, s, pension, yments, or scribing or sociations, oviding or place of
als and ance and nk fit and )(e) of the e to assist enevolent, itutions or er claim to
reason of nd general
286
utility o
(16) Beforeof the may thfund, oany spredeemdebenequalisextendCompapurposBoard conducsubjecsums sbe invSharesfrom tinvestmall or Compaas theconducnotwithapply part thCompato divisuch spower fund oto emabove businerepaymdebenboundassetsthe sadiscretinteres
(17) To apsuspensecrettechniceconoclerks,tempoto time
HUMor otherwise.
e recommendprofits of th
hink proper for to an insupecial fund tmable prefeture stock, sing dividending and maiany and for sse referred t
may in cive to the
ct to Sectionso set aside vested, upos of the Comtime to timments and dany such pany, in suche Board incive to thhstanding thor upon whi
hereof or upoany might rigide the genespecial funds
to transfer tor division of ploy the assfunds, inclu
ess of the Cment of redtures or deb to keep th
s and withouame with powtion to pay ost at such rat
ppoint, and nd, such aries, assicians, enginemic advisor, agents rary or spece think fit an
MMING BIRD
ding any divihe Companyfor depreciaturance fund, to meet conterence share
or for spends or for ntaining anysuch other po in the prectheir absolu interest o292 of the or so much
n such invempany) as th
me to deal dispose of apart thereof
a manner atheir abso
he interest at the matteich they expon which the ghtly be apperal reserve as the Boarhe whole or a reserve fu
sets constituuding the deCompany ordeemable pbenture stoce same sep
ut being bouwer howeveror allow to thte as the Boa
at their dgeneral mstants, supeers, consultrs, researchand servanial services and to determ
EDUCATION
idend, to sety such sumtion or to deor as reserv
tingencies oes or debe
ecial dividenrepairing,
y of the proppurposes (incceding clausute discreti
of the ComAct, to invethereof as r
estments (ohey may thiwith and v
and apply anfor the ben
and for sucholute discret
of the ers to which pend the sam capital mon
plied or expee or reserve rd may think any portion
und and with uting all or apreciation fur in the pu
preference sck, and withparate from und to pay ir, to the Boahe credit of sard may think
discretion, remanagers, m
pervisors, tants, legal, h workers, nts for pas they may
mine their po
N LIMITED
t aside out ms as they epreciation ve fund or r to repay
entures or ds or for improving, erty of the
cluding the se), as the ion, think pany and
est several required to other than nk fit, and vary such nd expend efit of the purposes tion, think Company the Board
me or any neys of the nded; and fund into
fit with full of reserve full power
any of the und, in the rchase or shares or hout being
the other nterest on
ard at their such funds k proper.
emove or managers, scientists, medical or
laborers, permanent, y from time owers and
287
duties,remuninstancAnd amanagCompaelsewhprovisiclausepowers
(18) To apclerks speciathink fand torequireamounsuspenProvidmatterreportiDirecto
(19) From tlocal BCompaelsewhof sucsalarie
(20) Subjecand aappoindiscretother tto maand toconditiat anymay a
(21) At anyAttorneany peof the powersthose these Sectiosubjectime to
HUM, and fix teration, ances and to salso from tigement and any in anyhere in suchions contain
es shall be s conferred b
ppoint or auand servan
al services asfit and to deo fix their se securities nts as the Bond any suced further
rs relating tng etc. of or or Manage
time to timeBoard for many in anyhere and to ah local Board
es or emolum
ct to Sectionat any time nted any otions for thethan their poke calls or t
o authorize thions as the By time removnnul or vary
y time and ey under theerson or pers
Company, s, authoritievested in opresents a
n 292 of thct to such coo time think f
MMING BIRD heir salariesd to requi
such amountime to timetransaction
y specified h manner aed in the fowithout prej
by this sub-c
uthorize appts for permas the Board etermine thesalaries and
in such insoard may thinch officers,
that the Bo allocation such perso
er.
and at any anaging any
y specified appoint any pds, and to fix
ments.
292 of the to delegat
of the powe time being ower to make loahe such termBoard may thve any persany such de
from time e Seal of theson to be thefor such purs and discrer exercisablend subject
he Act) and onditions asfit; and any s
EDUCATIONs or emolure security t as they mae to provid of the affalocality in
as they thinkour next follojudice to th
clause.
pointment oanent or temmay from tim
eir powers ad emolumenstances andnk fit and to clerks and
Board may of duties,
ons to the
y time to estay of the affa
locality in person to bex their remun
Act, from timte to any p
wers, author vested in t
ans or borroms and subjehink fit, and Bson so appoelegation.
to time by e Company, e Attorney orrposes and etions (not e by the Boto the profor such p
s the Board such appoint
N LIMITED uments or
in such ay think fit. e for the
airs of the India or
k and the owing sub-e general
of officers, mporary or me to time and duties ts and to d of such remove or servants. delegate
functions, Managing
ablish any airs of the
India or e members neration or
me to time person so rities and he Board,
ow money, ect to such Board may inted, and
Power of to appoint
r Attorneys with such exceeding
oard under visions of
period and may from
tment may
288
(if the compaor manfavournominsuch Pthe prwith sumay cattornethe pobeing v
(22) Subjecapplicaany ofpurposnegotisuch cdeeds Compa
(23) From tfor theits offic
(24) To pbuildinproperbusinecarryinauthor
(25) To purof yealand ohousesprice oand coany suacceptmay b
(26) To insby fireextent buildinother separaportionarticlessell, asassura
HUMBoard think
any, or the snagers of anr of any flucated directly
Power of Attorotection or uch Attorneyontain poweeys as aforeowers authorvested in the
ct to Sectiable provisiof the matterses of the ations and ccontracts, anand things
any as they m
time to time te regulationscers and serv
urchase or ngs, machinrty, effects,ess and goong on the brized to carry
rchase, takears, or otheor lands, wis thereon, sior rent and onditions as uch purchast such title
be advised to
sure and keee or otherwi
as it may tngs, machine
movable pately or co n of the goods imported ossign, surrenance effected
MMING BIRD ks fit) be mshareholdersny company ctuating bodyy or indirectorney may co
convenienceys as the Bors enabling a
esaid to sub-rities and diem.
ons 294 aons of the Acrs aforesaid Company to
contracts andnd execute ain the namemay conside
to make, var of the businvants.
otherwise nery, premis
assets, righodwill of anybusiness why on in any pa
on lease, foerwise acquirth or withoutuated in anyunder and sthe Director
se, lease oras the Dire
o be reasona
ep insured agise for suchhink proper ery, goods, roperty of tjointly, also ds, produce,r exported-bnder or discod in pursuanc
EDUCATIONmade in favos, directors, or firm or oty of persontly by the Bontain such pe of person
oard may thiany such de-delegate alliscretions fo
and 297 act, for or in or, otherwis
o enter intod rescind anand do all s
e and on beher expedient.
ry and repeaness of the
acquire ases, here dhts, credits, y joint stock hich the Coart of India.
or any term re any factorut buildings y part of Indsubject to srs may think r other acqu
ectors may bably satisfacto
gainst loss oh period and
all or any pstores, pro
the Compa to insure a, machinery
by the Compaontinue any ce of this pow
N LIMITED our of any nominees, herwise in s whether
Board and powers for ns dealing nk fit, and
elegates or or any of r the time
and other relation to se for the o all such nd vary all such acts, half of the
al bye-laws Company,
any land, ditaments,
royalties, company
ompany is
or terms ries or any
and out-ia, at such uch terms fit. And in
uisition to believe or ory.
or damage d to such part of the oduce and ny, either all or any and other
any and to policies of wer.
289
(27) To pufor thefor thetechnic
(28) To semachinthing bthink pwaste
(29) From undertenlargworkshtime bCompaand toaforesnecess
(30) To unpaymecovenaor resassignand tootherwof the under estate
(31) To impresell otherwimmovor at tCompa
(32) To letprovisiArticleabsoluupon sthinks the sa
(33) Generthese and dpersonperson
HUM
rchase or ote use of and e use of anycal know-how
ell from timenery, planbelonging toproper and and by-prod
time to timtaking of theing all or hops, premiseing the propany, or by er
o expend sucaid or anysary or exped
ndertake onent of rentsants, conditierved by an
ned to or otho purchase wise to acqui
lands of thelease or fo
.
prove, managand re- p
wise turn to avable) or anythe disposal any is interes
, sell or othions of Sectis any pro
utely or condsuch terms fit and to a
me in cash o
rally subjectArticles, to
discretions vn(s), firm, cns as aforesa
MMING BIRD
therwise acqto sell, exch
y trade markw.
e to time annts, stores a
the Compato manufactucts.
me to extene Company any of theses, plant anperty of or inrecting new och sum of m of them dient.
n behalf ofs and the ons and agrny lease thaherwise acquthe reversiore on freeho
e Company foor an estat
ge, develop, purchase, daccount, anyy rights or p
of the Comsted.
herwise dispon 293 of thperty of th
ditionally andand conditio
accept paymor otherwise
to the provdelegate t
vested in tcompany oraid.
EDUCATION
quire or obtahange or grak, patent, inv
ny articles, and other arany as the Bture, prepare
nd the busiby adding, a
e buildings, nd machine
n the possessor additional
money for thas they be
f the Comperformanc
reements coat may be guired by the on or reversold sample offor the time bte less than
exchange, ldispose off,y property (mprivileges bempany or in
pose of subjhe Act and ofhe Compand in such maons in all resment in satisf
as it thinks fi
visions of thethe powers/athe Directorr fluctuating
N LIMITED
ain license ant license vention or
materials, rticles and Board may e and sell
ness and altering or
factories, ry, for the sion of the buildings, e purpose e thought
pany any ce of the ontained in granted or Company
sions, and f all or any being held n freehold
ease, sell, deal or
movable or elonging to
which the
ect to the f the other ny, either anner and pects as it faction for it.
e Act and authorities rs to any body of
APPD
CATEMP
SAMEBE CH
THE
MINUT
MINEVID
P
BOOKOF GE
T
POINTMENTDIFFERENT
EGORIES OFMANAGERIAPERSONNEL
E PERSON HAIRPERSOE BOARD A
MD/CEO TES TO BE M
NUTES TO BDENCE OF TPROCEEDS
KS OF MINUENERAL MEETO BE KEPT
T OF T F KEY
AL L
MAY ON OF AND
2
MADE
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S
2
UTES ETING T
2
203. Thm
203A. ThthDi
204. (1
(2
205A. ThthCo11pr
205B. ThthinsSeanac
290
(34) To cowhichCompa
he Compananagerial pe
(i) managinmanager an
a whole-time
(ii) company
(iii) Chief Fi
he same inde Chairpersirector or Ch
) The Coof Genmeetingthereofsuch mbooks consec
2) Each psigned of eachsigned:
(a) inmetheCh
(b) in Gemeor Chaaut
he minutes oe proceedinommittee ke18 of the Coroceedings rehe books coe Registeredspection of ection 119 any Member sccordance w
HUM
mply with thin their opin
any be necesny shall haversonnel,—
ng director, d in their abs
e director;
y secretary; a
nancial Offic
ividual may, on of the Cief Executive
ompany shallneral Meetingg of the Boaf within thirty
meeting conckept for t
cutively numb
page of everand the last
h Meeting in:
the case eeting of Boae Chairmanairman of the
the case oneral Meetineting within in the evenairman withithorized by thof proceedingngs of everyept in accordompanies Aecorded therntaining the d Office of any Memb
nd Section 1shall be furniith the terms
MMING BIRD
he requiremenion it shall ssary or expve the follo
or Chief sence,
and
cer
at the sameCompany as e Officer of th
l cause minug and of all rd of Directoy days of therned by mathat purposbered.
ry such bookpage of the
n such book
of minutes ard or of a C
of the se next succe
of minutes ong, by the Cthe aforesait of the dean that periohe Board forgs of every Gy meeting oance with th
Act, 2013 shrein.
aforesaid mthe Companer without c20 of the Coished with a
s of that Secti
EDUCATION
ents of any in the inter
pedient to comowing whol
Executive O
e time, be apwell as the
he Company
utes of all prproceedings
ors or every Ce conclusion
aking entriesse with the
ks shall be irecord of pr
ks shall be d
of proceedCommittee t
said meetingeeding meeti
of proceedinChairman ofd period of tath or inabilod by a Direr the purposeGeneral Meeof the Boarhe provisionshall be evide
minutes shallny and be ocharge as pompanies Ac
copy of anyion.
N LIMITED
local law rest of the mply with. e-time key
Officer or
ppointed as e Managing y.
roceedings s of every Committee n of every thereof in eir pages
nitialed or oceedings dated and
ings of a thereof by g or the ng.
ng of the f the said thirty days ity of that ector duly e. eting and of d or every
s of Section ence of the
be kept at open to the provided in
ct, 2013 and y minutes in
PR
S
THCUST
DIVIS
THEGEN
MA
DIVIDPR
INTE
RESUMPTIO
SECRETARY
HE SEAL, ITTODY AND
SION OF PRO
E COMPANYERAL MEETAY DECLARDIVIDEND
DENDS OUTROFITS ONL
ERIM DIVIDE
NS
Y
TS USE
OFITS
Y AT TING RE
T OF LY
END
206. WMa thunhahaof de
207. ThdisSebemtimDinebebere
208.
209.
210. Thbeintthof thHoth
211. NoCoth
212. ThM
291
Where the meeting of theCommittee oe provisionsntil the contrave been duave been dulf Directors oeemed to be he Directorsscretion, remecretary”) to e performedinisterial or
me be assigirectors mayeed not be te kept by thee made accoead with rules(a) The Boa
(b) The seainstrument eBoard or of that behalf, director andBoard may directors andsign every iis so affixed(a) Subject
Sharesdividenamountrespectas nothdividenamount
(b) No amadvancthis Art
he Companye paid to Meterest in thee Company f the Compae amount owever, the at recommeno dividend sompany arrive Companiehe Board ofembers suc
HUMminutes of e Company oof Directors s of Section rary is proveuly called anly taken placor Liquidatovalid.
s may from move any iperform any by the Secadministrativ
gned to they also at anhe Secretary
e Company. ording to thes made thererd shall prov
al of the comexcept by tha committeeand except of the secre
appoint fod the secretainstrument tod in their prest to the righ
with specds shall be dts paid or ct whereof thehing is paid uds may be dts of the Shaount paid o
ce of calls shicle as paid oy in General embers accoe profits and
shall complyanies Act, 20
recommendCompany mnded by the shall be payved at the mas Act, 2013.f Directors mch interim d
MMING BIRD the proceed
or of any mehave been k118 of the
d, the meetind held, all ce and in parrs made at
time to timeindividual, (y functions, wcretary, andve duties, w Secretary y time appoy) to keep thThe appoint
e provisions e under. ide for the sa
mpany shall he authority e of the Boat in the presetary or suc
or the purpary or other o which the sence. hts of persocial rights adeclared andredited as p
e dividend is pon any of S
declared andaresRR; r credited ashall be treaton the ShareMeeting ma
ording to themay fix the
y with the pro013 but no dded by themay declare a
Board in Geyable excepanner provid
may from timividends as
EDUCATIONdings of an
eeting of the kept in accor
Companiesing shall be proceedingsrticular all ap
the meetin
e appoint, ahereinafter which by the
d to executewhich may fr
by the Direoint some pehe registers tment of Secof the Com
afe custody o
not be affixof a resolut
ard authorizesence of at
ch other perspose; and tperson aforeseal of the
ons, if any, as to divid
d paid accordpaid on the paid but if a
Share in the d paid accord
s paid on ated for the pes. ay declare deir respectivee time for parovisions of Sdividends sh
e Board of a smaller divneral Meetin
pt out of proded for in Sec
me to time in their jud
N LIMITED ny General Board or of rdance with s Act, 2013
deemed to s thereat to ppointments ng shall be
and at their called “the
e Act are to e any other rom time to ectors. The erson (who required to
cretary shall panies Act,
of the seal.
xed to any tion of the ed by it in least one
son as the those two esaid shall company
entitled to dends, all ding to the Shares in nd so long Company, ding to the
a Share in purpose of
ividends, to e rights and ayment and Section 127 hall exceed
Directors. vidend than ng. ofits of the ction 123 of
pay to the dgment the
DED
CAPIADVAINTE
RIG
DPRO
AMO
NOREC
WHILTHE
THERIGH
EFFECO
DIVID
DIV
NOTIC
EBTS MAY BDEDUCTED
ITAL PAID-UANCE TO CAEREST, NOT GHT TO EARDIVIDEND
DIVIDENDS IOPORTION
OUNTS PAID
O MEMBER TCEIVE DIVIDELE INDEBTE
COMPANY AE COMPANYHT IN RESPTHEREOF
CT OF TRANOF SHARESDEND TO JOHOLDERS
VIDEND HOREMITTED
CE OF DIVID
RESERVES
BE D
UP IN ARRY THE
RN
N TO
D-UP
TO END
ED TO AND Y’S ECT
NSFER S OINT
OW
DEND
po213. (a
(b
(c
214. Wfonopa
215. AlthandivthSh
216. NointShthotpefrom
217. A de
218. Anhodivre
219. Thwashof joiorhoorlospeorth
220. Nootth
221. Thdiv
292
osition of thea) Th may
of the dwhich t
b) The Bopayableis, undea MementitledMembe
c) the samwhich t
Where the caoting that thot, whilst caarticipate in p
ll dividends se amounts pny portion orvidend is paat it shall rahare shall rao Member terest or dihares, whilste Companytherwise howerson or perom the intereoney so duetransfer of S
eclared thereny one of solders of anvidends or b
espect of suche dividend arrant sent thhareholder ef joint holderint holders wr to such perolders may inr responsiblest in transiterson entitledr warrant or e fraudulent otice of the therwise shae manner hehe Directorsvidend set a
HUM Company ju
y apply the sdebts, liabilithe lien exists
oard of Dire upon Sharer the Transmber or which to transfer
er or shall dume.e Directohe Company
apital is paidhe same sharrying intereprofits.
shall be appopaid or credr portions of id, but if anynk for dividenk for divideshall be envidend or bt any moneyy in respecwever eithersons) and test or dividene from him to Shares shallein before theseveral pers
ny Shares mbonus and pach Shares.
payable in hrough post ntitled to thers to the regwho is first nrson and to n writing diree for any chet or for anyd thereto by forged signarecovery of declaration ll be given to
erein provide may, beforaside out of
MMING BIRD ustifies. same in or toties or engags.
rectors mayes in respecmission Artich any personuntil such peuly transfer ors may retay has a lien a
d in advanceall carry intest, confer a
ortioned anddited as paid
the period y Share is issends as fromnd according
ntitled to recbonus in resy may be duct of such r alone or he Board ofnd to any Methe Compan not pass the registrationsons who amay give efayments on
cash may directly to re payment of
gistered addrnamed on thsuch addres
ect. The Comque or warra
dividend loforged endoature on anythe dividendof any divido the registe
ed. re recommenf the profits
EDUCATION
owards the sgements in
y retain thect of which acle, entitled tn under thaterson shall
ain any divand
e of the callerest, such c
right to div
d paid propord on the Shain respect osued on term
m a particulagly. ceive paymspect of hise or owing fShare or jointly with
f Directors member all suny. he right to ann of the transare registereffectual receaccount of d
be paid by egistered addf the dividendress of that e Register o
ss as the hompany shall nant or pay sliost, to the orsement of ay pay slip o
d by any othedend whetheered holders
nding or deof the Com
N LIMITED
atisfaction respect of
e dividend any person to become t Article is become a
idends on
s upon the capital shall idend or to
rtionately to ares during
of which the ms provided r date such
ent of any s Share or from him to Shares (or
any other may deduct uch sums of
ny dividend sfer. ed as joint eipts for all dividends in
cheque or dress of the d or in case one of the
of Members lder or joint
not be liable p or receipt Member or any cheque r receipt or
er means. r interim or of Share in
claring any mpany such
DIVIDW
REQ
UNCLA
SET-AGAI
END TO BEWITHIN TIMEUIRED BY L
UNPAID ORAIMED DIVI
-OFF OF CAINST DIVIDE
PAID E LAW.
R DEND
ALLS ENDS
suat cothapthinvDi
222. Thredivda
223. (a
(b
(c
224. Anre
293
ums as they tt the discretiontingencies e Companypplication, me business vestments (irectors may he Companyespect thereovidend, withiate of the dec
(a) where toperatio
(b) where the paycannot
(c) where tthe divi
(d) where tCompaor
(e) wheredividenaforesathe Com
a) Where which hfrom thentitledshall wsaid pedividenthe saidbe opescheduLimited
b) Any maccoununclaimof suchto the ProtectCompa
c) No unc
the Boany General
ecommendati
HUMthink proper ion of the Dor for any ot
y may be prmay at the lik
of the Co(other than from time to
y shall pay thof to the sharin such time claration unle
the dividend on on any law
a shareholdyment of thbe complied
there is dispdend; or
the dividend ny against a
for any othed or to pos
aid was notmpany.
the Compahas not beehe date of to the payithin seven d
eriod of thirtyd which remd period of tened by theled bank, to(year)Unpaid
money transt of a com
med for a peh transfer, sh
Fund knoion Fund est
anies Act, 201
claimed or unard.
Meeting dion of the Dir
MMING BIRD as reserve o
Directors, be ther purposeroperly appl
ke discretion,ompany or Shares of
o time think fihe dividend, reholders enas may be reess:-
could not bew; or
er has givenhe dividend with; or
pute regardin
has been lany sum due
er reason, tst the warradue to any
any has decn paid or cldeclaration,
yment of divdays from they days, transfmains unpaidhirty days, to
Company o be called d Dividend A
sferred to tmpany whichriod of seve
hall be transfwn as Invetablished un13.
npaid divided
eclaring a rectors make
EDUCATIONor reserves, w
applicable fes to which thlied and pe, either be ebe investe
the Compait. or send the
ntitled to the required by la
e paid by rea
n directions and those
ng the right
awfully adjusto it from sh
the failure toant within tdefault on t
clared a divlaimed within, to any shvidend, the e date of exfer the total d or unclaimo a special ain that beh“M K Prote
Account”.
the unpaid h remains
en years fromferred by theestor Educa
nder section
d shall be fo
dividend me a call on th
N LIMITED which shall, for meeting he profits of nding such
employed in ed in such ny) as the
e warrant in payment of aw from the
ason of the
regarding directions
to receive
ted by the areholder;
o pay the he period he part of
vidend but n 30 days hareholder Company
xpiry of the amount of
med within account to alf in any
einsPrivate
dividend unpaid or
m the date e company ation and 125 of the
orfeited by
ay on the e Members
DIVID
CA
BO
FCE
DENDS IN C
PITALISATI
OARD TO GIVEFFECT
FRACTIONAERTIFICATE
ASH
ON
VE
L ES
of eaandivCo
225. NonocapuanM
226. (1
(2
(3
227. ThCo
228. (1
294
f such amouach Membernd so that thevidend, and ompany ando dividends othing in thapitalisation ourpose of issny amount foembers of th
) The Corecomm
(a) Thaamtheof ava
(b) Thadistamentand
2) The sube appclause
(a) payon res
(b) payto bpaipro
(c) parpar
3) A secureserveonly beto be ipaid bo
he Board shompany in p) Whenev
been pa
(a) maund
HUMnt as the M
r shall not exe call be mathe dividend the Membershall be pay
his Article sof the profitssuing fully por the time bhe Company
ompany in Gmendation of
at is desirabount for the Company'sthe profit
ailable for dis
at such sutribution in tongst the Mtitled theretod in the same
m aforesaid plied, subjec(3) either in o
ying up any any Sha
pectively, or
ying up in fulbe allocatedd up, to
oportion afore
rtly in the wartly in that sp
rity premiume account mae applied in tssued to M
onus shares.hall give effeursuance of ver such a rassed, the B
ke all approdivided prof
MMING BIRD eeting fixes xceed the dide payable ad may, if so rs, be set offyable exceptshall be deor reserves
aid up bonueing unpaid .
General Methe Board, re
ble to capitatime being streserve acc
and loss astribution, an
m be accohe manner sMembers wh, if distributee proportion.
shall not be ct to the proor towards;
amount for tres held
l unissued S and distribuand amongesaid, or
ay specified ecified in sub
m account anay, for the pthe paying uembers of t
ect to the resabove Article
resolution asoard shall;
opriations anfits resolved
EDUCATIONbut so that
ividend payaat the same
o arranged bf against the t in cash, preemed to p
of the Compus Shares or
on any Sha
eeting may, esolve:
alise any ptanding to thcounts or to account or d
ordingly setspecified in ho would hed by way o
paid in cashrovisions con
the time beiby such
Shares of the uted, credite
gst Member
in sub clausb-clause(b)
nd capital repurpose of thup of unissuethe Compan
solution pase. s aforesaid s
nd applicatiod to be c
N LIMITED
the call on able to him, time as the etween the calls.
rovided that prohibit the pany for the r paying up
ares held by
upon the
art of the he credit of
the credit otherwise
t free for clause (2) ave been
of dividend
h but shall ntained in
ng unpaid Members
Company ed as fully rs in the
se (a) and
edemption his Article, ed Shares ny as fully
ssed by the
shall have
ons of the capitalized
BOOKS TO BE KKEPT
(2
(3
(4
229. (1
295
theSha
(b) Geeffe
2) The Bo(a) to m
casas dist
(b) to athewittheanupreqtheresbeon
3) Any ageffectiv
4) That resolutArticlemay bdifficulincludicertific
) The Coproper view otransac
(a) all Corec
(b) all
(c) the
(d) if sparlabpre
HUMreby and all ares and
nerally do aect thereto.
oard shall havmake such sh certificate it thinks fit,
tributable in f
authorize ane Members eth the Compem respectivy further Sha
pon such caquire) for their behalf bspective pro
e capitalized their existin
greement mave and bindin
for the pution, under , the Directobe necessaties that mang distributi
cates as theyompany shabooks of accf the state
ctions with re
sums of monmpany and t
ceipt and exp
sales and pu
e assets and
so required brticulars relaour or to o
escribed by th
MMING BIRD allotments a
all acts and
ve full powerprovision byor by paymein the case
fractions, als
ny person to entitled therepany providinvely, creditedares to whic
apitalization ohe payment y the applicportions of tof the amoug Shares.
ade under sng on all suc
rpose of gthe precediors may giv
ary and setay arise in on of new S think fit. all keep at count as wouof affairs of
espect to:
ney receivedthe matters i
penditure take
urchases of g
liabilities of t
by the Centrating to utiliother items he Governme
EDUCATIONand issues of
things requi
r: y the issue oent in cash oe of Sharesso
enter, on beeto, into an ang for the ald as fully ph they may bor (as the by the Com
cation therethe profits reunts remaini
such authoritch Members.
giving effecing paragrapve such direttle any quregard to
Shares and
its Registeruld give a truf the Compa
d and expendin respect of
kes place
goods by the
the Company
tral Governmisation of m
of cost asent
N LIMITED f fully paid
red to give
of fractional or otherwise s becoming
ehalf of all agreement lotment to aid up, of be entitled case may mpany on eof of the esolved to ng unpaid
ty shall be
ct to any ph of this ections as uestion or any issue fractional
red Office ue and fair any or its
ded by the f which the
e Company
y and
ment, such material or s may be
INS
STAACC
FUGEN
RIGHOR
COPIESHEET
RSTAT
S
ACC
SPECTION BMEMBERS
ATEMENTS COUNTS TOURNISHED TERAL MEET
HT OF MEMBR OTHERS TES OF BALAT AND AUDIREPORT ANDTEMENT UNSECTION 136
COUNTS TO
BY
OF O BE TO TING
BERS TO ANCE TORS’ D
NDER 6
O BE
(2
230. Noandoau
231. ThwicaMCofinthexun
232. (1
(2
(3
233. On
296
Provideaforesaas the Board within Registrthat oth
2) Where or outshave co(1) if ptransacoffice adate at sent byRegistesub-clabooksany Dir
o Membersny rightocuments outhorized by he Board of ith Sections ause to be peeting a proompany andnancial year e day of thxtended perionder the prov) The Co
Section
2) The coProfit &every oCompaavailabthe Comdays be
3) A statedocumedocumewill be severy tissuedbefore t
nce at least
HUMed that all oaid may be kBoard of Dirof Directors seven daysar a notice in
her place.
the Companide India, thomplied with proper bookction effectedand proper
intervals of y the brancered Office ouse (1). Thand papersector during s (not bet of inspe
of the Comthe Board. Directors sh129, 133, an
prepared andfit and loss a
d a balance swhich shall e Meeting bod as shall hvisions of theompany shaln 136 of the C
opies of eve& Loss Accother documeny in Genle for inspecmpany duringefore the Ann
ement contaients in the pents aforesasent to everytrustee of tby the Co
the date of tht in every y
MMING BIRD or any of thkept at suchrectors may d
so decidess of the den writing givi
ny has a branhe Company
the provisionks of accod at the brasummarised not more thh office to or the other e books of shall be opbusiness ho
eing a Decting any
mpany exce
hall from timend 134 of thed laid beforeaccount for tsheet made be a date w
by more thahave been ge Act. l comply withCompanies A
ery balance count, the Aent required neral Meetinction at the g working honual General
ning the salprescribed foid, as the Coy Member ofhe holders
ompany not he Meeting. ear the acco
EDUCATIONhe books ofh other placedecide and w
s the Compaecision file ng the full ad
nch office, wy shall be dens of clause
ount relatinganch are kep returns, maan three mothe Compaplace referaccounts a
pen to inspeours. Director) s
account ept as allowe
e to time in ae Companiese each Annuthe financial up as at the
which shall nan six montgranted by th
h the requireAct, 2013.
sheet incluAuditors' Re
to be laid bng shall bRegistered
ours for a perl Meeting.
ient featuresorm or copieompany mayf the Compa
of any Deless than
counts of the
N LIMITED f account e in India when the any shall with the ddress of
whether in eemed to e g to the pt at that ade upto
onths, are ny at its red to in
and other ection by
hall have books or
ed by law or
accordance s Act, 2013, ual General year of the
e end of the not precede hs or such
he Registrar
ements of
uding the port and efore the
be made Office of riod of 21
s of such es of the y deem fit ny and to
ebentures 21 days
e Company
APP
AUDITED
POINTMENTAUDITORS
T OF
shof as
234. (1
(2
(3
(4
(5
297
hall be examf the profit scertained by) Auditor
rights Section
2) The Coappoint hold officonclusithereafte
3) The com
appointmgeneral auditor cfile a nwithin fifappointeappoint—
(a) an indivifive consecu
(b) an audit
five consecu
(i) an indiviunder clausas auditor incompletion o
(ii) an audiclause (b), auditor in tcompletion o
4) Subjecmade tappointe
(a) he is not
(b) he has nunwilling
(c) a specmeeting apexpressly th
5) Where appoincontinu
HUMined, balancand loss
y one or morrs shall be aand duties
n 139 to 146
mpany shallan individuaice from theon of its ser till the con
mpany shall ment for ratif
meeting. Thconcerned ootice of sucfteen days ofed. The com—
idual as audutive years; a
firm as aud
utive years: P
idual auditoe (a) shall nn the same of his term;
t firm whichshall not bhe same coof such term
ct to the provthereunder, ed at an annu
t disqualified
not given thegness to be r
ial resolutioppointing sohat he shall n
at any annuted or re- ap
ue to be the a
MMING BIRD ed and auditAccount an
re Auditor or ppointed anregulated
of the Comp
at each Anal or a firm a
conclusion ixth annual clusion of ev
place the mication by mehe companyof his or its ch appointmf the meetingmpany or sh
itor for moreand
ditor for more
Provided that
r who has not be eligiblcompany fo
h has compe eligible foompany for :
visions of Cla retiring
ual general m
for re-appoin
e company are-appointed
n has not ome other not be re-app
ual general mppointed, theauditor of the
EDUCATIONted and the cnd the balaAuditors.
nd their qualiin accordan
panies Act, 2
nnual Generas an auditoof that meegeneral m
very sixth me
matter relatiembers at evy shall also appointmen
ment with theg in which thhall not app
e than one t
e than two t
t—
completed le for re-app
or five years
pleted its teror re-appoin
five years
lause (1) anauditor ma
meeting, if—
ntment;
a notice in wd; and
been passeauditor or
pointed.
meeting, no e existing aude company.
N LIMITED correctness ance sheet
ifications, nce with 013.
ral Meeting or who shall eting till the eeting and eeting.
ng to such very annual inform the
t, and also e Registrar
he auditor is point or re-
term of
erms of
his term pointment
from the
rm under tment as from the
nd the rules ay be re-
writing of his
ed at that providing
auditor is ditor shall
ACCA
APPCONC
ASDISCO
DOCUSER
MEMBDO
NOTICO
PREV
SDOCU
AUTHDOC
PR
REDOCMAIN
COUNTS WHUDITED AN
PROVED TOCLUSIVE EXS TO ERROROVERED WIT
MONTHS
TO WHOM MENTS MU
RVED OR GIV
BERS BOUNOCUMENTS OCES SERVE
OR GIVEN TOVIOUS HOLD
SERVICE OFUMENTS ONCOMPANY
HENTICATIOCUMENTS AROCEEDING
GISTERS AUMENTS TO
NTAINED BYCOMPANY
HEN D
O BE XCEPT RS THIN 3
ST BE VEN
ND BY OR
ED ON O DERS
F N THE
ON OF AND GS
ND O BE Y THE
(6
(7
235. EvMdisapwiamArMap
236. DoonShMth
237. EvmbeShthgivSh
238. A thReof Re
239. SaorbeSeCo
240. Thdofo
298
6) Any cabe fillebut if resignaalso bmeetinrecommoffice tmeetin
7) Speciaan annpersonexpresappoincomplethe caClause
very accouneeting shall scovered thpproval therithin that pmendments rticle shall eeting for thpproval, shalocument or nn or to (a) hare in conember and (e Companyvery personeans whatsoe bound by hare, which e Register oven to the phare. document m
ereof by seegistered Off posting oregistered Offave as otherr proceedinge signed byecretary or oompany andhe Companyocuments reqllowing:
(a) Registe
HUMasual vacancd by the Boasuch casuaation of an e approved g convenedmendation oftill the conclug.
al notice shanual general n other thansly that a rted, except
eted a consease may bee (3).
nt when audbe conclus
erein withineof. Whene
period, the effected by be placed heir considel be conclusinotice of eveevery Memb
nsequence o(c) the Audit
, who by ooever, shall bevery docuprior to his nof Members person from
may be servending it toffice of the Cr by registeffice rwise express requiring ay a Directoother authoriz need not be
y shall keep quired by the
r of investm
MMING BIRD cy in the officard of Directol vacancy isauditor, sucby the com
d within thf the Board ausion of the
ll be requiremeeting ap a retiring retiring audi
where the ecutive tenur, ten years,
dited and apsive except the next tver any sucaccount shathe Directorbefore the ration and aive.
ery Meeting sber (b) everof the deattor or Audito
operation of become entitment or notname and adshall have bwhom he de
ved on the Co the CompCompany by ered post o
sly provided authenticationr, the Manazed officer ofe under the S
and maintae Act or thes
ments made
EDUCATIONce of an audors within ths as a resuch appointmmpany at aree monthsand he shall next annua
ed for a resoppointing as auditor, or itor shall no
retiring audre of five yea, as provide
pproved by as regards
three monthch error is all be corrrs in pursua
Members approval an
shall be servry person eth or insolv
ors for the tim
law, transfetled to any Stice in respeddress beingbeen duly seerived, his t
Company opany or offipost under a
or by leavin
in the Act, an by the Comaging Direcf the Seal of the Cin registers,
se Articles, in
by the Com
N LIMITED ditor shall irty days,
ult of the ent shall
a general s of the l hold the
al general
olution at auditor a providing
ot be re-ditor has ars or, as ed under
a General any errors
s after the discovered
ected, and ance of this in General d, on such
ved or given ntitled to a vency of a me being of
er or other Share, shall ect of such g entered in erved on or title to such
r an officer icer at the a certificate
ng it at its
a document mpany may tor, or the
ompany. books and
ncluding the
mpany but
INSR
DIS
SPECTION OREGISTERS
STRIBUTIONASSETS
OF S
N OF
241. ThArMtaMexRe(cfothmas
242. If foinsasloscacothavthco
299
not heldof the C
(b) RegisteSection instrumeaccordin
(c) Registeholders Act, 201
(d) ForeignSection
(e) Registewhich D189 of t
(f) Registeby Sect
(g) RegisteDebent170 of t
(h) RegisteShares same Compa
(g) Copies of the Cof certifthereto
he registers rticle and teetings shaken there froember of thxtent and on egister of M
c) thereof. Coregoing artice same on ay be consiss determinedthe Companr distributiosufficient to ssets shall bsses shall beapital paid uommencemeem respectvailable for dan sufficient
ommenceme
HUMd in its own
Companies A
r of mortga85 of the Co
ents creatingng to Section
r and indeas required
13.
register, if88 of the Co
r of contracDirectors are he Compani
r of Directorion 170 of th
er as to holditures in the the Compani
er of investmand Debent
group as rnies Act, 201
of annual reCompanies Aficates and dunder Sectiomentioned inthe minutesll be open tom and copie Company payment of embers of thopies of entricle shall be fsuch days astent with thed by the Comny shall be won among t
repay the wbe distributede borne by thp or which o
ent of the wtively, and distribution at to repay theent of the w
MMING BIRD name, as req
Act, 2013
ges and chompanies Acg any chargen 85 of the C
ex of Mem by Section
f so thoughompanies Ac
cts, with cominterested a
es Act, 2013
s and Secrehe Companie
ings by DirecCompany asies Act, 2013
ments madetures of the bequired by 13.
eturns prepaAct, 2013 togdocuments reon 92 of the Cn clauses (f) s of all proto inspectiones thereof min the sam
the same feehe Companyes in the regfurnished to
and during se provisions
mpany in Genwound up, anthe Membewhole of thed so that ashe Members ought to havinding up, oif in the w
among the Me whole of thwinding up,
EDUCATIONquired by Se
arges as rect, 2013 ande requiring re
Companies A
mbers and 88 of the C
ht fit, as rect, 2013.
mpanies andas required b3.
etaries etc. aes Act, 2013
ctors of Shas required b3.
e by the Cobodies corpo
Section 18
ared under Sgether with tequired to beCompanies Aand (i) of th
oceedings on and extracmay be reque manner toes as in the
y provided fogisters mentithe persons
such businesof the Act in
neral Meetingnd the asse
ers as suche paid up cas nearly as ms in the propove been paidon the Sharwinding up Members shahe capital pa
the exces
N LIMITED ection 187
equired by d copies of egistration
Act, 2013.
debenture Companies
quired by
d firms in by Section
s required .
res and/or by Section
ompany in orate in the 86 of the
Section 92 the copies e annexed Act, 2013. e foregoing of General cts may be ired by any o the same case of the
or in clause oned in the
s entitled to ss hours as that behalf
g. ts available h shall be apital, such may be the ortion to the d up at the res held by the assets all be more id up at the s shall be
DISSP
SHACA
DIROTH
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STRIBUTIONECIE OR KI
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pecting all h the Compa
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or other perssit or inspechout the permrector, or
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any right, pld carry out a
zed by its azes and em
MMING BIRD him in any of his dutieshall incur olect or defauas not to limnst all liabilitr Auditor oany proceed
nt is given in nection withpanies Act, 2rt. s of Sectionr officer of ts, neglects, ooining in anyss or expenufficiency or
order of thfor the insuffwhich any
ed for any loortuous act m any moneysited or any n, default or age, or misution of the d
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mission of thto inquire y details of r may be insecret procect of the buson of the Dt of the Compas been provprivilege or any transactirticles, thenpowers the C
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mit the generties incurred
or other offdings wheth his favour,
h any applica2013 in wh
n 201 of ththe Companor defaults oy receiptor onses happendeficiency o
he Directors fficiency or dof the mon
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erty or premhe Board of D
discovery the Compan
n the nature ess or any osiness of theDirectors, it pany to disclvided that the
authority oion only if th
n and in thaCompany to
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about the osed duties rough or by
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d by him as fice of the her civil or or in which ation under ich relief is
he Act, no ny shall be of any other other act for ning to the f the title to for and on eficiency of
neys of the ages arising son, firm or s or effects
oned by any n his part of atever shall office or in through his
ee, member tant or any
mpany shall, n his duties, ve a strict irs of the state of the nd shall by any of the harge of his ectors or by and exceptwith any of
or) shall be ises of the Directors or of or any ny's trading
of a trade other matter e Company
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at case this o have such
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302
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out such Act, withouthalf herein
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ATERIAL CO
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ATERIAL DO
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tatement of .K. Singhal &
opy of RestaCO., Charte
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S
ATERIAL CO
racts (not beiy or contrachich are or any. These delivered to
rred to hereu375 2ND FLhe Prospect5.00 p.m.
ONTRACTS
of understar.
ated 12th Dec
Agreement der.
g Agreemenaker.
eement amor, 2018.
eement amor, 2018.
he Issue andCompany, t
OCUMENTS
copy of the Mincorporation
ution dated 0)(C) of the Cd on 05th Dec
Tax Benefits& Associates
ated Audit reered Account
ficate from M9, regardingbjects of the
ancial Statems ended on M
SECTION XIV
ONTRACTS
ing contractsts entered inmay be deecontracts, c
the ROC forunder, may bOOR KATRAus with ROC
anding dated
cember, 2018
dated 13th De
nt dated 13th
ong the NS
ong the CD
d Sponsor Bhe Lead Ma
Memorandumn.
01st DecembCompanies cember, 2018
s dated 15th
, Chartered A
eport from thetants dated 1
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ment for theMarch 31, 20
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V – OTHER
S AND DOCU
s entered intonto more thaemed materiacopies of wr registrationbe inspected
RA LEHSWAC until the da
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ecember, 201
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SDL, our Co
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h January, 20Accountants
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e period end018, 2017 an
HUMINFORMATI
UMENTS FO
o in the ordinan two (2) yeal have been
which will ben of the Prospd at the RegN CHANDNate of Issue
mber, 2018
ur Company
18 between o
2018 betwe
ompany and
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ssue Agreemkers to the
es of Associa
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019 issued s.
w certified aer, 2018 incl
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ded on Sepd 2016.
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nary course oears before tn entered or attached topectus and aistered OfficI CHOWK DClosing Dat
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en our Com
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by our Statu
uditor – M/s uded in the P
artered Acconds up to 1
tember 30,
EDUCATION
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of business cthe date of fr are to be eo the copy also the docuce of our CoDELHI DL 1te on workin
ur Company
gistrar to the
y, the Lead M
mpany, Lead
to the Issu
to the Issu
23rd Februarthe Registra
Company inc
assed pursuhareholders
utory Auditor
s Narendra SProspectus.
ountants date5th January
2018 and f
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carried filing of entered
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Any of ttime if sosharehorelevant
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opy of Boaremunerations opy of Boardf Board Reso
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olders subject statutes.
romoter, Coal Officer, Str Company, Underwriteract in their r
e Certificate e Certificate f
rd Resolutios of Mr. Nites
d Resolution olution dated
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nsents of Dtatutory AudBankers to t, Registrar torespective ca
from Lead Mfrom Lead M
ns and Shash Jain as M
dated 24th J 01st March,
val letter date
nts mentioneof our Comp
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304
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Manager daanager date
areholders’ Ranaging Dire
January, 2012019 approv
ed February
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ted 24th Jand 01st March
Resolutions ector.
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ospectus mayquired by thecontained in
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etary and Cor, Legal Ad
k to the Issueer to include
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for appointm
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om the BSE L
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We, the2013 anissued bExchangmade inExchangthe case Signed b
Signed b
Compa Place: DDate:01
Nitesh J
Vaishal
NarendeJain
Savishe
Arihant Dhruv M Rishi Kh Priyank
undersignend the guidelby Securitiesge Board of n this Prospege Board of e may be. We
by all the Dir
by Chief Fina
Mayankany Secretar
Delhi .03.2019
Name Jain
i Jain
er Kum
esh Raj
Jain
Malhotra
hanna
ka Bhardwaj
d, hereby celines/regulat
s and ExchanIndia Act, 19
ectus is contrIndia Act, 19e further cert
rectors of our
ancial Office
SD/-
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DI031506
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DECLARAT
ertify and deions issued nge Board o992, as the crary to the p992 or rules tify that all st
r Company
r and Compa
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N 675 Ma
792 ChiOffi(Ex
942 NonInde
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TION BY THE
eclare that, aby the Gove
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any Secretar
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n- Executiveependent Di
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all relevant pernment of Inblished undee, have beenthe Compan
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anies Act, egulations rities and statement rities and under, as .
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FY
2
Table 1
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Table 2
Financial Year
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Pric
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mol India mited*
: SUMMARY
Total no ofIPOs
02
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ce Informati
Issue Size (Rs Cr.)
IsP(R
10.23 3
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12.38
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306
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Issues Hand
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OPld
02.2019 3
LOSURE
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financial yea
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ange ng +/- % in
mark]- endar om
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calendayslistin
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% change closing ce. [+/- % ange in
osing nchmark]- 0th lendar ys from ting A.*
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mium – h ndar s from ng r B
etween 25-50%
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