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INDO EURO INDCHEM LIMITED
(Formerly Known as Rinku Polychem Limited)
INFORMATION MEMORANDUM FOR TRADING OF 9054500/- EQUITY
SHARES OF RS.10/- EACH
NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED
PURSUANT TO THIS INFORMATION MEMORANDUM
Registered Office address:
B-9 To B-16 , M.I.D.C Osmanabad – 413501
Maharashtra.
Corpaorate Office address:
78/C The Dawn Building, 1st Floor, 7th Golibar Road,
Santacruz (East), Mumbai -400055
.
Phone No: +91-2226135626/27
Email:[email protected]
***********************************************************************
*********************Contact Person: Mr.Akshit B Lakhani
The Company was originally incorporated as M/s. Rinku Polychem Private Limited
under the Companies Act, 1956 on 11th
July 1990.
GENERAL RISKS
Investment in equity and equity related securities, involves a degree of risk and investors
should not invest any funds in the equity shares of the Company unless they can afford to
take the risk of losing their investment. Investors are advised to read the risk factors
carefully before taking a decision of investing in the equity shares of the Company. For
taking an investment decision, investors must rely on their own examination of the
Company, including the risks involved. The securities have not been recommended or
approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee
the accuracy or adequacy of this Information Memorandum. Specific attention of
investors is invited to the Section titled “Risk Factors” in this Information Memorandum.
ABSOLUTE RESPONSIBILITY OF M/s. INDO EURO INDCHEM LIMITED
Indo Euro Indchem Limited having made all reasonable inquiries, accepts responsibility
for and confirms that this Information Memorandum contains all information with regard
to Indo Euro Indchem Limited, which is material, that the information contained in the
Information Memorandum is true and correct in all material aspects and is not misleading
in any material respect, that the opinions and intentions expressed herein are honestly
held and that there are no other facts, the omission of which make this document as a
whole or any of such information or the expression of any such opinions or intentions
misleading in any material aspect.
LISTING
The Equity Shares of M/s. INDO EURO INDCHEM Limited are at present listed on
Bombay Stock Exchange Limited (BSE) where the trading of securities is currently
suspended and is also on Ahmedabad Stock Exchange, Vadodara Stock Exchange,
Calcutta and Chennai Stock Exchange.
SHARE TRANSFER AGENT
Sharex Dynamic (India) Pvt.Ltd
Unit -1, Luthra Indl. Premises,
Andheri-Kurla Road,
Safed Pool,
Andheri (E) Mumbai-400072
GLOSSARY OF TERMS/ ABBREVIATIONS BSE : BSE Ltd. Company : INDO EURO INDCHEM LIMITED CDSL : Central Depository Services (India) Ltd. DP : A depository participant as defined under the Depositories Act FII :Foreign Institutional Investor (as defined under Section 2(f) of the
Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995,
Mutual Fund / MF :A mutual fund registered with SEBI NRI : Non Resident Indians NSDL : National Securities Depository Limited P.A./ p.a. : Per annum PACs : Persons Acting in Concert Registrar/ : Sharex Dynamic (India) Private Limited RoC : Registrar of Companies, Maharashtra SEBI : Securities and Exchange Board of India Shares :Fully paid-up equity shares of Rs. 10/-each Market and industry data used in the Information Memorandum has generally been obtained or derived from industry
publications and sources. These publications typically state that the information contained therein has been obtained from
sources believed to be reliable but their accuracy and completeness are not guaranteed and their reliability cannot be
assured. Accordingly, no investment decisions should be made based on such information. Although we believe that
industry data used in the Information Memorandum is reliable, it has not been verified. Similarly, we believe that the internal
company reports are reliable however they have not been verified by any independent sources.
Unless stated otherwise, industry data used throughout the Information Memorandum has been obtained from industry
publications and publicly available Government documents. Industry publications generally state that the information
contained in those publications has been obtained from sources believed to be reliable but that their accuracy and
completeness are not guaranteed and their reliability cannot be assured. Similarly while information contained in the
publicly available Government documents that is relied upon for the purposes of the Information Memorandum is believed
to be complete and reliable, but there can be no assurance of the same.
RISK FACTORS Statements and expectations expressed in this document may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include economic conditions affecting demand/supply and price conditions in the domestic and international markets in which the Company operates, changes in the Government regulations, tax laws and other statues and other incidental factors.
GENERAL INFORMATION
Name of the Company INDO EURO INDCHEM
LIMITED
ISIN No. of the Company INE319N01019
Registered Office Address
Telephone No./ Fax No.
B-9 To B-16 , M.I.D.C
Osmanabad – 413501
Maharashtra
+91-22-26135626/27
Corporate Office Address
Telephone No./ Fax No.
78/C The Dawn Building, 1st
Floor, 7th Golibar Road,
Santacruz (East), Mumbai -
400055.
+91-22-26191817
Name of the Compliance Officer of the
Company
Tel No. /Fax No.
E-Mail Id
Mr. Akshit Lakhani
+91-22-26191817 /9833115476
Name of the Practicing Secretary of the
Company
Tel No./ Fax No.
E-Mail Id
Anish Gupta & Associates
+022-29659720
Name of the Managing Director of the
Company
Mr. Vardhman C Shah
A
Registrar and Transfer Agent of the Company Sharex Dynamic (India) Pvt. Ltd
Unit-1, Luthra Ind. Premises,
Andheri Kurla Road, SAfed Pool, ,
Andheri E, Mumbai - 400072
I] BUSINESS & HISTORY OF THE COMPANY:
Company Profile:
The company was incorporated as Rinku Polychem Limited on 11.7.1990 and there after
the name was changed to INDO EURO INDCHEM Limited on 6.6.2011.The company is
a listed public Company and its shares are traded on Bombay Stock Exchange also on
listed at Ahmedabad Stock Exchange, Vadodara Stock Exchange, Calcutta and Chennai
Stock Exchange. The management of the Company is vested with the Board of Directors
comprising of eminent persons with sound experience in business and administration.
MAIN OBJECT
The main objects of the Company to carry on, in India and elsewhere in any place or
places in the world, the business of processing, Converting, producing, manufacturing,
formlating, using, buying, acquiring, importing, storing, packaging, selling, transporting,
distributing, exporting and otherwise dealing in organic and inorganic chemicals of any
chemicals, chemical products, alkalies acids- tannings, essences, emulsions, solvents,
chemical auxiliaries, pesticides, weedicides, insecticides, caustic soda, soda ash, carbons,
hydro-carbons, petrochemicals and petroleum products, alum, oleum synthetic products,
polymers, elastomers and resins of all types and grades co-polymer formulations and in
all forms, dyes and intermediates paints, varnishes, rubber chemicals, agro chemicals,
textile auxiliaries, marine chemicals, phyto-chemicals, industrial chemicals, fertilisers,
gas & gaseous materials of all kinds, salt, marine minerals their derivatives, by products
and compounds of all kinds and description.
Vision:
To become a leading enterprise in the field of organic and inorganic chemicals by
achieving excellence in service through commitment, dedication and innovation.
Mission:
We aim to :
Achieve constant growth in the range of services offered;
Increase customer confidence in the Company;
Promote fair practices and transparency.
BUSINESS AND FUTURE PROSPECTS OF THE COMPANY :
As company is involved in trading and dealing in organic and inorganic chemicals and at
present it is doing following business:
1.Trading in specialty Chemicals & poultry feed
2.Importing of Base paper, Press Plate, And Tissue paper, laminates etc
There is immense scope to grow in future and also with the advance of technology and
new inventions, can help company to grow its business and expand the business of
company. As we are having experts in our field we are definite to grow our business in
coming the next 2 years.
The Company with the objective to grow started venturing into new business and also
started trading of laminates, Base Paper etc. Company Changed the Name to Indo Euro
Indchem Ltd in order to grow its new business of importing Base paper, Press Plate, And
Tissue paper, laminates etc. The companies Major Imports are from Europe and Japan.
Cautionary Statement:
Statements and expectations expressed in this document may be “forward-looking
statements” within the meaning of applicable securities laws and regulations. Actual
results could differ materially from those expressed or impled. Important factors that
could make a difference to the Company’s operations include economic conditions
affecting demand / supply and price conditions in the domestic and international markets
in which the Company operates, changes in the Government regulations, tax laws and
other statutes and incidental factors.
II] BOARD OF DIRECTORS & MANAGEMENT:
The Company is managed by a well experienced team that has expertise in various areas
of business. The Board of Directors comprises of the following:
Sr. No. Name Designation
1 VARDHMAN C SHAH Managing Director
2 JAYSUKH C SHAH Promoter Director
3 AKSHIT B LAKHANI Promoter Director
4 DIPAKKUMAR PANDYA Independent Director
5 PARESH M. VALANI Independent Director
6 VINAYAK T. SARKHOT Independent Director
Mr. VARDHMAN C SHAH, Managing Director
aged about 53years, is a Degree holder in B. Com. With a keen sense of
entrepreneurship, he is a driving force behind the successful implementation of excellent
strategies that has proven his skills in terms of selection.
Mr. Jaysukh C. Shah Director
Aged about 60 years is a degree holder in B.com with a keen knowledge of accountancy
and also of income tax laws. With all his expert knowledge he supervises the accounting
part and also taxation matters.
Mr. Akshit B. Lakhani Director
Aged about 28 years and having degree in M. Com. and management plays a very
important role for the company by managing major areas of the day to day business and
also looks after the finance of the company
Mr. Dipakkumar pandya. Independent Director
Aged about 62 years and having degree in B.Sc. and management, he plays a very
important role for the company by guiding in managing major areas of chemical
business
Mr. Paresh M. Valani. Independent Director
Aged about 46 years and having studied upto 12th
Standard and he plays a very important
role for the company by guiding in managing Sales & Marketing business.
Mr. Vinayak T. Sarkhot. Independent Director
Aged about 62 years and having degree in B.Com. and having 4 decades of experience as
an entrepreneur in capital market and he plays a very important role for the company by
guiding in managing compliance with SEBI , Stock Exchange Compliances.
III] LISTING:
The Equity Shares of M/s. INDO EURO INDCHEM Limited are at present listed on
Bombay Stock Exchange Limited (BSE) where the trading of securities is currently
suspended and it is also listed on Ahmedabad Stock Exchange and Vadodara Stock
Exchange, Calcutta and Chennai Stock Exhcnages. The securities of the company are
currently under suspension at BSE for non-compliance of Listing Agreement clauses.
The company has complied with the requirements for revocation of suspension and has
been granted In-principal approval dated 2nd
April, 2012for revocation of suspension.
IV] CAPITAL STRUCTURE:
Sr. No
Share Capital
As on 31.03.2013
(Amount in Rs.)
1 AUTHORISED
1,00,00,000 Equity shares of Rs.10/- Each
10,00,00,000
2 ISSUED
90,54,500 Equity shares of Rs.10/- Each
9,05,45,000
3 SUBSCRIBED AND PAID UP
90,34,700 Equity shares of Rs.10/- Each
9,03,47,000
V] SHAREHOLDING PATTERN
As per Clause 35 of the Listing Agreement, the shareholding pattern as on 31.03.2013
is as mentioned below: Categ
ory
code
Category of
Shareholder
Numbe
r of
Shareh
olders
Total
numb
er
of
shares
Numbe
r of
shares
held in
demate
rialized
form
Total shareholding as a percentage of total
number of shares Shares pledged or
otherwise encumbered
As a percentage
of(A+B)1 As a
percentage of
(A+B+C)
Number
of shares
As a
% of Total
No. of
Shares (A) Shareholding of
Promoter and
Promoter Group2 1 Indian
a Individual Huf
39
49647
00 0 54.831 54.831 0 0.000 b Central/State Gov
0 0 0 0.000 0.000 0 0.000 c Bodies Corporates
0 0 0 0.000 0.000 0 0.000 d Fins / Banks
0 0 0 0.000 0.000 0 0.000 e Any Other specify
0 0 0 0.000 0.000 0 0.000 e-1
0 0 0 0.000 0.000 0 0.000 e-2
0 0 0 0.000 0.000 0 0.000
Sub Total(A)(1)
39
49647
00 0 54.831 54.831 0 0.000
2 Foreign
a Indv NRI/For Ind
0 0 0 0.000 0.000 0 0.000 b Bodies Corporate
0 0 0 0.000 0.000 0 0.000 c Institutions
0 0 0 0.000 0.000 0 0.000 d Qualified For.Inv.
0 0 0 0.000 0.000 0 0.000 e Any Other
Specify 0 0 0 0.000 0.000 0 0.000 e-1
0 0 0 0.000 0.000 0 0.000 e-2
0 0 0 0.000 0.000 0 0.000
Sub Total(A)(2)
0 0 0 0.000 0.000 0 0.000
Total
Shareholding of
Promoter and
Promoter Group
Total (A)=
(A)(1)+(A)(2) 39
49647
00 0 54.831 54.831 0 0.000
(B) Public
shareholding
1 Institutions
a Mutual Funds 0 0 0 0.000 0.000
b Fins / Banks 3 54500 0 0.602 0.602
c Central/State
Govt 0 0 0 0.000 0.000 d Venture Cap
Fund 0 0 0 0.000 0.000 e Insurance
Comp(s) 0 0 0 0.000 0.000 f Foreign Ins Invest
0 0 0 0.000 0.000 g Foreign Ven Cap
In 0 0 0 0.000 0.000 h Qualified For.Inv.
0 0 0 0.000 0.000 i Any Other -
Specify 0 0 0 0.000 0.000 i-1
0 0 0 0.000 0.000 i-2
0 0 0 0.000 0.000
Sub-Total (B)(1)
3 54500 0 0.602 0.602
B 2 Non-institutions
a Bodies Corporates
17 15975
0 1100 1.764 1.764 b Individuals
i) upto Rs 1-Lac
5003
17567
50 4000 19.402 19.402 ii) above Rs1-Lac
63
20445
00 12500 22.580 22.580 c Qualified For.Inv.
0 0 0 0.000 0.000 d Any Other -Clr-
Mem 0 0 0 0.000 0.000 d-1
0 0 0 0.000 0.000 d-2
0 0 0 0.000 0.000 -OCB
0 0 0 0.000 0.000 -NRI
41 74300 0 0.821 0.821
Sub-Total (B)(2)
5124
40353
00 17600 44.567 44.567
(B) Total (B)=
(B)(1)+(B)(2) 5127
40898
00 17600 45.169 45.169
TOTAL (A)+(B)
5166
90545
00 17600 100.000 0 0.000
(C) Held by
Custodians against
Depository
Receipts PROMOTER &
PRO GRP 0 0 0 0.000 PUBLIC
0 0 0 0.000
GRAND TOTAL
(A)+(B)+(C) 5166
90545
00 17600 100.000 0 0.000
VI] FINANCIAL PERFORMANCE :
Profit & Loss Account for last 3 years:
Particulars 2012-13 2011-12 2010-11
Audited (Rs. In
Lakhs)
Audited (Rs. In
Lakhs)
Audited (Rs. In
Lakhs)
Revenue from operations 464.24 486.84 260.24
Other Income 39.32 36.70 68.09
Total Income 503.56 523.54 328.33
Total Expenditure 483.33 512.25 322.10
Net Profit / loss before Tax 20.23 11.29 6.23
Net Profit / loss after Tax 20.39 6.65 (0.01)
Adjusted Net Profit / loss after
Tax 20.39 6.65 (0.01)
Earnings per share - - -
Equity & Liabilities
Shareholders’ funds 979.90 959.51 952.86
Non-current liabilities 18.68 50.37 22.87
Current liabilities 335.78 159.31 185.31
Total Equity & Liabilities 1334.36 1169.19 1161.04
Assets
Non-current assets 838.92 663.60 864.75
Current assets 495.44 505.59 296.29
Total Assets 1334.36 1169.19 1161.04
Audited results for last 3 years (Snapshot of quarterly results):
Particulars Quarter ended
31/03/2013
Quarter ended
31/03/2012
Quarter ended
31/03/2011
Audited (Rs. In
lakh)
Audited (Rs. In
lakh)
Audited (Rs. In
lakh)
Sales and other income 316.78 96.88 247.63
Total Expenditure 330..09 109.13 248.61
Net Profit after Tax (13.31) (12.25) (0.98)
Equity (paid-up)(no of shares)
(Rs.10/- per share) 903.47 903.47 903.47
Dividend 0.00 0.00 0.00
Earnings per share 0.00 0.00 0.00
VII] DIVIDEND TRACK RECORD:
The Company has not paid dividend due to the Company’s expansion and growth plans.
VIII] MARKET PRICE:
The trading of shares is suspended.
IX] GROUP COMPANIES:
The name of group companies are.
1. JMC Exim (India) Pvt. Ltd
2. Silicon Vyapar Pvt. Ltd.
3. Gadia Mercantile Pvt Ltd.
4. Prime Décor Laminate Pvt Ltd .
5. Teeliv Healthcare India pvt Ltd.
6. Jmc Impex India pvt Ltd.
7. IBD JIC Buliders & Developers Pvt. Ltd.
8. JIC Hykon Builders & Developers Pvt Ltd
X] STATUS OF CORPORATE GOVERNANCE COMPLIANCE:
The company has complied with the provisions of corporate governance.
XI] Outstanding Litigations and defaults of Promoters / Directors or the other Group
Companies:
The Company does not have any outstanding litigations and defaults of Promoters /
Directors or the other group companies.
OTHER REGULATORY DISCLOSURES:
I. Company’s philosophy on corporate governance:
The Company’s philosophy on Corporate Governance is aimed at achieving transparency
in the management of the Company for efficient conduct of its business. The Company
follows the policy of full disclosure and communication. It has a lean and flat corporate
structure in consonance with its activity and to encourage and attain participation of each
level of management.
AND
To enhance shareholders value through sound business decisions, prudent financial
management, creating corporate goodwill and sound image building.
II. BOARD OF DIRECTORS:
The composition and category of Board of Directors is as follows:
Sr. No. Name of the Director Category
(Independent /
Executive)
1 Vardhman C.Shah Executive
2 Jaysukh C.Shah Executive
3 Akshit B. Lakhani Executive
4 Dipakkumar Pandya Independent
5 Paresh M. Valani Independent
6 Vinayak T. Sarkhot Independant
III. Board Meetings:
The Board of Directors formulates the business and operational policies and decides on
strategic issue concerning the Company.
During the financial year 2012-13, 4 meetings of the Board of Directors were held.
IV. Audit Committee:
The Company constituted a qualified and independent audit committee in accordance
with the provisions of Clause 49 of the listing agreement and Section 292A of the
Companies Act, 1956. The Committee is empowered with the powers as prescribed
under the said Clause 49 and Section 292A. The Committee also acts in terms of the
reference and directions of the Board from time to time.
The present composition of the audit committee is as follows:
Sr. No. Name of the Director Category
1 Akshit B. Lakhani Chairman
2 Dipakkumar Pandya Member
3 Paresh M. Valani Member
V. Investor Grievance Committee:
The present composition of the Investor Grievance committee is as follows:
Sr. No. Name of the Director Category
1 Akshit B. Lakhani Chairman
2 Dipakkumar Pandya Member
3 Paresh M. Valani Member
The Committee reviews periodically the share transfer/transmissions, process of
dematerialization and the investor’s grievances and the system thereto.
VI. General Body Meetings:
The details of General Body Meetings held in the last three years are as under:
AGM /
EGM
Location Date and Time
2011-2012
AGM
B-9 to B-16, M.I.D.C. Osmanabad-
413501. Maharashtra
29.09.2012 AT
1.00 P.M.
2011-12
EOGM
B-9 to B-16, M.I.D.C. Osmanabad-
413501. Maharashtra
05.05.2011 AT
10.00 A.M.
2010-2011
AGM
B-9 to B-16, M.I.D.C. Osmanabad-
413501. Maharashtra
30.09.2011 AT
10.00 A.M.
2009-2010
AGM
B-9 to B-16, M.I.D.C. Osmanabad-
413501. Maharashtra
30.09.2010 AT
10.00 A.M.
VII. DISCLOSURES
Disclosure on transaction(s) with related party as required under Accounting Standard 18
has been incorporated in the Notes to the Accounts.
All the mandatory requirements specified under Clause 49 have been complied with.
VIII. GENERAL SHAREHOLDER INFORMATION
a) Listing on Stock Exchanges: 1) The Bombay Stock Exchange Limited
2) Ahmedabad Stock Exchange
3) Vadodara Stock Exchange
4) Chennai Stock Exchange
3) Calcutta Stock Exchange
b) Listing Fees :
Listing fees for the year 2013-14 is paid to the Stock Exchange within the stipulated time.
c) Stock Code : 524458
d) Demat ISIN No. : INE319N01019
e) Share Transfer System :
All services relating to share transfers/transmissions and information may be addressed to:
Registrar and Transfer Agent:
M/S Sharex Dynamic (I) Pvt Ltd. Unit -1,
Luthra Indl. Premises,
Andheri-Kurla Road,
Safed Pool, Andheri (e),
Mumbai-400072
f) Dematerialization of Shares :
The equity shares of the Company are in compulsory demat segment. The Company has
already entered into necessary agreement with NSDL and CDSL for Demat facility.
g) Plant Locations of the Company : Osmanabad
h) Address for Investors Correspondence :
Shareholders may address their communications/suggestions/grievances/queries pertaining
to share transfer/demat including physical transfer requests and demat requisition forms, to
the Company’s Registrar and Share Transfer Agents at the following address:
M/S Sharex Dynamic (I) Pvt Ltd. Unit -1,
Luthra Indl. Premises, Andheri-Kurla Road,
Safed Pool, Andheri (e),
Mumbai-400072
i) Means of Communication:
The Company publishes its financial results on a quarterly and half yearly basis as well as
annual results in English and Gujarati News papers and the same is submitted to the Stock
Exchanges regularly.
DECLARATION
NO STATEMENT MADE IN THIS INFORMATION MEMORANDUM SHALL
CONTRAVENE ANY OF THE PROVISIONS OF THE COMPANIES ACT, 1956 AND THE
RULES MADE THEREUNDER. ALL THE LEGAL REQUIREMENTS AS ALSO THE
GUIDELINES, INSTRUCTIONS ETC, ISSUED BY BSE IN RESPECT OF TRADING OF
SECURITIES HAVE BEEN DULY COMPLIED WITH.
Yours Faithfully,
For and on behalf of the Board of Directors of
Indo Euro Indchem limited
Sd/-
Managing Director
Place: Mumbai
Date: 24.6.2013
