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1
INFORMATION MEMORANDUM
OF
SUN FINLEASE (GUJARAT) LIMITED (CIN: L65910GJ1987PLCO10293) 3033370 EQUITY SHARES OF RS.10/- EACH FULLY PAID UP
2
INFORMATION MEMORANDUM FOR LISTING OF 30,33,370 EQUITY SHARES OF RS. 10/- EACH FULLY PAID-UP
NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THIS INFORMATION MEMORANDUM
GENERAL RISKS
Investment in equity and equity-related securities involve a degree of risk and investors
should not invest in the equity shares of SUN FINLEASE (GUJARAT) LIMITED unless they can afford to take the risk of losing their investment. Investors are advised to
read the Risk Factors carefully before taking an investment decision in the 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 the Securities and Exchange Board of India (SEBI) nor does
SEBI guarantee the accuracy or adequacy of these documents. Specific attention of the investors
is invited to the statement of Risk Factors appearing in this Information
Memorandum.
LISTING
The Equity shares of the Company were listed on the Ahmedabad Stock Exchange Limited
(ASE). The Company proposes to list its Equity shares with the Metropolitan Stock
Exchange of India Limited (MSEI) under direct listing route. The Company has
submitted this Information Memorandum to MSEI. The Information Memorandum
would be made available on the website of MSEI (www.msei.in)
3
TABLE OF CONTENTS
SR. NO.
CONTENTS PAGE NO.
I. DEFINATIONS 4
II. CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL AND MARKET DATA
6
III. RISK FACTORS 7
IV. BUSINESS OVERVIEW 10
V. FINANCIAL INFORMATION 11
VI. BASIS AND PURPOSE FOR LISTING 15
VII. GENERAL INFORMATION 16
VIII. CAPITAL STRUCTURE OF THE COMPANY 18
IX. PROPERTIES 25
X. INTELLECTUAL PROPERTY 26 XI. HISTORY AND OTHER CORPORATE AFFAIRS 27
XII. OUR MANAGEMENT & CORPORATE GOVERNANCE 30
XIII. PROMOTER AND PROMOTER GROUP 32
XIV. DIVIDEND POLICY 35
XV. OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS
35
XVI. GOVERNMENT APPROVALS, SANCTIONS AND REGISTRATIONS
35
XVII. OTHER REGULATORY AND STATUTORY DISCLOSURES 36
XVIII. PROVISIONS OF THE ARTICLE OF ASSOCIATION 39
XIX. DOCUMENTS FOR INSPECTION 40 XX. DECLARATION 40
4
I. DEFINATIONS
DEFINATIONS
This Information Memorandum uses certain definitions and abbreviations, which unless the context indicates or implies otherwise, have the meanings as provided below. Reference to any legislation/s, act/s or regulation/s shall be to such legislation/s, act/s or regulation/s, as amended from time to time.
General Terms
Terms Description “Sun Finlease (Gujarat) Limited”, “SFGL”, ,“We” or “us” or “our Company” or “the Issuer’
Sun Finlease (Gujarat) Limited having its registered Office at 3, Ravipushpa Apartment, Opp. Sunset Row House, Gurukul Road, Ahmedabad-380052
Company Related Terms
Term Description “Sun Finlease (Gujarat) Limited”, “SFGL”, ,“We” or “us” or “our Company” or “the Issuer’
Sun Finlease (Gujarat) Limited having its registered Office at 3, Ravipushpa Apartment, Opp. Sunset Row House, Gurukul Road, Ahmedabad-380052
AOA/Articles/Articles of Association
Article of Association of the Company, as amended from time to time, unless the context otherwise specifies
Auditors / Statutory Auditors
The Statutory Auditors of the Company, M/s. M/s. Talati & Talati, Chartered Accountants.
Banker(s) to the Company
The Bankers of the Company, State Bank of Bikaner and Jaipur.
Board of Directors/ Board/ Directors
The Board of Directors of the Company or a committee Constituted thereof, unless the context otherwise specifies
Director(s) The director(s) of the Company, unless otherwise specified. Equity Shares Equity shares of the Company of face value of Rs. 10 each, fully
paid up, unless otherwise specified in the context thereof Information Memorandum
This document as filed with the Stock Exchange is known as and referred to as the Information Memorandum
Key Managerial Personnel
The officers vested with executive powers and the officers at the level immediately below the board of directors of the issuer and include any other person whom the issuer may declare as key management personnel, in terms of Regulation 2(1)(s) of the SEBI ICDR Regulations.
5
Memorandum/ Memorandum of Association/MOA
The Memorandum of Association of Sun Finlease (Gujarat) Limited.
MSEI Metropolitan Stock Exchange of India Limited
Promoters Includes such persons and entities constituting our promoters in terms of Regulation 2 (1)(za) of the SEBI ICDR Regulations.
Promoter Group Includes such persons and entities constituting our promoter group in terms of Regulation 2 (1)(zb) of the SEBI ICDR Regulations.
Registered Office The registered office of the Company at 3, Ravipushpa Apartment, Opp. Sunset Row House, Gurukul Road, Ahmedabad-380052
Registrar/ Registrar & Share Transfer Agent/RTA
The Registrar & Share Transfer Agent of the Company, Bigshare Services Private Limited
Listing Related Terms
Terms Description Allotment The allotment of Equity Shares pursuant to
earlier Issues.
Allottees Persons to whom Equity Shares of our Company were issued pursuant to earlier Issues.
Banker(s) to the Company State Bank of Bikaner and Jaipur Equity Listing Agreements The listing agreements entered into
between our Company and the Stock Exchanges.
Equity Shareholder(s) Holder(s) of Equity Shares of our Company Registrar & Share Transfer Agent Bigshare Services Private Limited
6
II. CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL AND MARKET DATA
Financial Data
Unless otherwise stated, the financial data in this Information Memorandum is derived from the audited financial statement of the Company.
The financial statements of the Company are as of and for the year ended March 31, 2016.
The fiscal year of the Company commenced on April 1 and ended on March 31 of the next year, so all references to a particular fiscal year of the Company are to the 12 months period ended on March 31 of that year.
Currency of Presentation
All references to "Rupees" or "Rs." or "INR" are to Indian Rupees, the official currency of the Republic of India.
Market Data
Unless otherwise stated, industry data, if any, used in this Information Memorandum has been obtained from industry publications. These industry publications generally state that the information contained therein has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although the Company believes that industry data used in this Information Memorandum is reliable, such data has not been verified by any independent source.
7
III. RISK FACTORS:
An investment in equity shares involves a high degree of risk. You should carefully consider all of the information in this Information Memorandum, including the risks and uncertainties described below. If any of the following risks actually occur, our business, financial condition and results of operations could suffer, the trading price of our Equity Shares could decline, and you may lose all or part of your investment.
We are reorganizing the affairs of the company which may also hamper future prospects of the company:
The company is reorganizing its business products & mobilization of funds which may depend upon intelligence of the senior management personnel or prevailing market economic conditions or scenario.
Company’s inability to manage growth may lead to loss of opportunities and may hamper its future growth plans:
While the Company has been generally successful in execution of its business strategy in the past, the same may not hold true in future. Company may be subject to growth elated risks including capacity constraints and pressure on internal systems and controls. Company’s inability to deal with such a growth could have a material adverse impact on its business, operations and prospects. In order to manage its current operations and any future growth effectively, it will need to continue to implement and improve it’s operational, financial and management information systems and to hire, train, motivate, manage and retain its employees. There can be no assurance that it will be able to manage such growth effectively, that its management, personnel or systems will be adequate to support its operations or that it will be able to achieve the increased levels of revenue commensurate with the increased levels of operating expenses associated with such growth. Any failure on its part to scale up infrastructure and management to meet the challenges of rapid growth could cause disruptions to its business and could be detrimental to its long-term business prospects.
Global economic, political and social conditions may harm our ability to do business, increase our costs and negatively affect our stock price:
Global economic and political factors that are beyond our control, influence forecasts and directly affect performance. These factors include interest rates, rates of economic growth, fiscal and monetary policies of governments, inflation, deflation, foreign exchange fluctuations, consumer credit availability, consumer debt levels, unemployment trends, terrorist threats and activities, worldwide military and domestic disturbances and conflicts, and other matters that influence consumer confidence, spending and tourism. Increasing volatility in financial markets may cause these factors to change with a greater degree of frequency and magnitude.
Furthermore, any downgrade in the sovereign debt rating of India by rating agencies may adversely impact Company’s ability to raise additional financing and the interest rates
8
and commercial terms on which such additional financing is available. This could have an adverse effect on Company’s ability to obtain financing to fund its growth on favorable terms or at all and, as a result, could have a material adverse effect on its results of operations and financial condition.
Global recession and market conditions could cause our business to suffer:
The developed economies of the world viz. U.S., Europe, Japan and others are in midst of recovering from recession which is affecting the economic condition and markets of not only these economies but also the economies of the emerging markets like Brazil, Russia, India and China. General business and consumer sentiment has been adversely affected due to the global slowdown and there cannot be assurance, whether these developed economies will see good economic growth in the near future. Consequently, this has also affected the global stock and commodity markets.
Natural calamities and changing weather conditions caused as a result of global warming could have a negative impact on the Indian economy and consequently impact our business and profitability:
Natural calamities such as draughts, floods, and earthquakes could have a negative impact on the Indian economy and may cause suspension, delays or damage to our current projects and operations, which may adversely impact our business and our operating results. India’s being a monsoon driven economy, climate change caused due to global warming bringing deficient / untimely monsoons could impact Government policy which in turn would adversely affect our business.
Tax rates applicable to Our Company may increase and may have an adverse impact on our business:
Any increase in the tax rates including surcharge and education cess applicable to us may have an adverse impact on our business and results of operations and we can provide no assurance as to the extent of the impact of such changes.
There is no guarantee that the Equity Shares will be listed on the MCX in a timely manner, or at all:
In accordance with Indian law and practice, approval for listing and trading will require all relevant documents authorizing the issuing of Equity Shares to be submitted. There could be a failure or delay in listing the Equity Shares on MCX. Any failure or delay in obtaining the approval would restrict your ability to dispose of your Equity Shares.
The price of our Equity Shares may be volatile, or an active trading market for our Equity Shares may not develop:
The trading price of our Equity Shares may fluctuate after listing at MCX due to a variety of factors, including our results of operations and the performance of our business, competitive conditions, general economic, political and social factors, the performance of the Indian and global economy and significant developments in India’s fiscal regime, volatility in the Indian and global securities market, performance of our competitors, the
9
Indian Capital Markets and Finance industry, changes in the estimates of our performance or recommendations by financial analysts and announcements by us or others regarding contracts, acquisitions, strategic partnerships, joint ventures, or capital commitments. In addition, if the stock markets experience a loss of investor confidence, the trading price of our Equity Shares could decline for reasons unrelated to our business, financial condition or operating results. The trading price of our Equity Shares might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. Each of these factors, among others, could materially affect the price of our Equity Shares. There can be no assurance that an active trading market for our Equity Shares will develop or be sustained after this Issue, or that the price at which our Equity Shares are initially offered will correspond to the prices at which they will trade in the market subsequent to this Issue
10
IV BUSINESS OVERVIEW:
The Company was incorporated on 21st January, 1988 as a Private Limited Company,
under the Companies Act, 1956 as H.N. INVESTMENTS PRIVATE LIMITED and
converted into Public Limited Company in the name of H.N. INVESTMENTS LIMITED
with a change of name as SUN FINLEASE (GUJARAT) LIMITED in terms of Special
Resolution dated 2nd January, 1995 and Certificate of Change of name dated 8th March,
1995 was obtained from the Registrar of Companies, Gujarat.
The Company has been classified as an Investment Company vide RBI Letter No. DFC
(Bom) No. 724/BM (G)/IC (M)-191/88-89 dated 03/08/1988 in its earlier name i.e., H.N.
Investments Private Limited. The Company vide its letter dated 30/01/1995 has applied
to RBI for recognition as NBFC.
Shareholders Agreements
At present, there are no shareholders agreements between the Company and any other person.
Material contracts
There is no material contracts, agreements (including agreements for technical advice and collaboration), concessions and similar other documents (except those entered into in the ordinary course of business carried on or intended to be carried on by the company), executed or entered into by the Company.
11
V FINANCIAL INFORMATION:
The summary of Financial Information for the last 5 year are enclosed herewith
15
VI BASIS AND PURPOSE FOR LISTING:
The Equity Shares of the Company was listed on the ASE. As per SEBI regulations, the Company has been now shifted to the Dissemination Board of the NSE. In terms of the provisions of SEBI Circular dated 17th April, 2015, the Company has to get listed on a nationwide stock exchange within a period of eighteen months from the date for such SEBI Circular. Accordingly, we have proposed to be listed on Metropolitan Stock Exchange of India Ltd. (MSEI) under direct listing route.
a. The listing of the shares on MSEI shall provide nationwide trading platform to the shareholders of the Company. Presently, there is no trading of the Company's scrip. The shares can be bought or sold only through off market private deals;
b. Listing on MSEI provides a continuing and immediate liquidity to the shareholders and in turn helps broaden the shareholder base;
c. Trading of shares on MSEI shall ensure proper market price determination of the equity shares of the Company and ensure transparency; and
16
VII GENERAL INFORMATION:
General Information:
Company Name SUN FINLEASE (GUJARAT) LIMITED
Registered Address 3, Ravipushpa Apartment, Opp. Sunset Row House, Gurukul Road Ahmedabad Gujarat- 380052
Corporate Office 3, Ravipushpa Apartment, Opp. Sunset Row House, Gurukul Road Ahmedabad Gujarat- 380052
Tel (STD Code) 079-64500556 Email ID [email protected] Website www.sfgl.in.net CIN of the Company L65910GJ1987PLC010293
ISIN Code INE098D01010
Names of the Stock Exchanges where the Company is currently Listed
Ahmedabad Stock Exchange (ASE)
Name & Address of Statutory Auditors
M/s. Parikh & Amin Associates Chartered Accountants Firm Reg. No.: 10752W 205, 2nd Floor, ‘B’ Wing, Abhinav Apts, 302, Shradhanand Road, Vile Parle (East)
Name and Address of Registrars and Transfer Agents:
Bigshare Services Private Ltd (BSS) E/2-3, Ansa Industrial Estate, Saki Vihar Road, Sakinaka, Andheri (East), Mumbai – 400 072
Bankers of the Company
State Bank of Bikaner and Jaipur
17
Details of Board of Directors:
Name DIN Address Designation
PARAG PRIYAKANT SHAH
00228965
D/1, SUGAM FLATS VASNA, ELLISBRIDGE, AHMEDABAD 380007 GJ IN
Managing DIrector
PARAS KAMLESHBHAI SHARMA
06872890 1/6, OLD MUNCIPAL STAFF QTRS, O/S SHAHPUR GATE , DUDHESHWAR AHMEDABAD 380001 GJ IN
Director
PUNITABEN RAMESHBHAI SOLANKI
00225663 1003/B/51, ARYANAGAR KANKARIYA AHMEDABAD 380022 GJ IN
Director
MAHENDAR RAMANBHAI PATEL
07595767 2/27/1, BHKTINAGAR, BAPUNAGAR, AHMEDABAD 380024
Additional Director
18
VIII CAPITAL STRUCTURE OF THE COMPANY:
Present Capital Structure
Share Capital Aggregate value (In Rs.)
A. Authorised Share Capital 34,60,000 Equity Shares of Rs. 10 each
40,000 2% Cumulative Preference shares of Rs. 10 each 50,00,000 6% Non – Cumulative Preference shares of Rs. 10 each TOTAL
34,600,000
4,00,000 5,00,00,000
8,50,00,000
B. Issued, Subscribed and Paid-up share capital 30,33,370 Equity Shares of Rs. 10 each 30,333,700
Details Of Capital Evolution Of The Company
Sr. No.
Types of Issue
(IPO/ FPO/ Preference
issue/ Bonus Issue/ Right
issue/ Subscription )
Date of Allotment/
Issue
No. of shares
Issue price Distinctive Numbers
Nominal Value
Premium From To
1 Subscription of
equity share 27.01.88 2 10 - 01 02
2 Equity Share 29.03.1992 8 10 - 3 10
3 Equity Share 02.01.1995 60 10 - 11 70
4 Equity Share 08.03.1995 570000 10 - 71 570070
5 Equity Share 10.03.1995 409000 10 - 570071 979070 6 Equity Share 11.03.1995 221000 10 - 979071 1200070
19
7
IPO of Equity share
(Share lock-in
up to
21/01/2001 )
22.01.1996 750000 10 - 1200071 1950070
8
IPO Equity Share
(Share lock-in
up to
21/01/1999 )
22.01.1996 50000 10 - 1950071 2000070
9
IPO Equity Share
(Shares
allotted to NRI
22.01.1996 240000 10 - 2000071 2240070
10 IPO Equity
Share
22.01.1996 793300` 10 - 2240071 3033370
As On The Date, There Are No Outstanding Warrants, Options Or Rights To Convert Debentures, Loans Or Other Instruments Into Equity Shares Of The Company.
The Face Value of the Equity Shares Of The Company Is Rs. 10/- And There Shall Be Only One Denomination For The Equity Shares Of The Company.
Details of Debenture Borrowings: NIL
Except As Disclosed In This Information Memorandum, The Company Has Not Issued Any Equity Shares Out Of Revaluation Reserves Or For Consideration Other Than Cash.
Further There Is No Commission, Brokerage, Discount Or Other Special Terms Including An Option For The Issue Of Any Kind Of Securities Granted To Any Person.
20
Shareholding Pattern: Shareholding pattern as on 30.06.2016 are Enclosed herewith
1. Name of the Listed Entity: Sun Finlease (Gujarat) Limited
2. Scrip Code/Name of the Scrip/Class of Security: 58059
3. Share Holding Pattern Filed under: Reg. 31(1)(b) the report for Quarter ended 30th June, 2016
4. Declaration: The Listed entity is required to submit the following declaration to the extent of submission of information:-
Yes* No*
1 √2 √3 √4 √5 √
* If the Listed E tit sele ts the optio No fo the uestio s a o e, the olu s fo the pa tl paid up sha es, Outsta di g Co e ti le “e u ities/Wa a ts, deposito e eipts, lo ked-i sha es, No of sha es pledged o othe ise e u e ed p o ote s, as appli a le, shall ot e displa ed at the ti e of disse i atio o the “to k E ha ge e site. Also he e e the e is No de la ed Listed E tit i a o e ta le the alues ill e o side ed as )e o default o su issio of the fo at of holdi g of spe ified se u ities.
5. The tabular format for disclosure of holding of specified securities is as follows:-
Table I - Summary Statement holding of specified securities
Class:
Equity
Shares
Class:
N.A.
Total
(A) Promoter & Promoter
Group
4 661570 0 0 661570 21.81 661570 - 661570 21.81 0 21.81 0 0 298500
(B) Public 2193 2371800 0 0 2371800 78.19026 2371800 - 2371800 78.19026 0 78.19 0 0 1043400
(C) Non Promoter-Non
Public
0 0 0 0 0 0.00 0 - 0 0.00 0 0.00 0 0 0
(C1) Shares underlying DRs 0 0 0 0 0 NA 0 - 0 0.00 0 0.00 0 0 0
(C2) Shares held by
Employee Trusts
0 0 0 0 0 0.00 0 - 0 0.00 0 0.00 0 0 0
Total 2197 3033370 0 0 3033370 100.00 3033370 - 3033370 100 0 100 0 0 1341900
Particulars
Whether any shares held by promoters are pledge or otherwise encumbered?
Whether the Listed Entity has any shares in locked-in?
Whether the Listed Entity has any shares against which depository receipts are issued?
Whether the Listed Entity has issued any Convertible Securities or Warrants?
Whether the Listed Entity has issued any partly paid up shares?
Number
of equity
shares
held in
demateri
alized
form (XIV)
0
NA
0
NA
NA
NA
No. (a) As a % of
total
Shares
held (b)
Number of Locked in
shares (XII)
Number of Shares
pledged or
otherwises
encumbered (XIII)
As a % of
total
Shares
held (b)
No. (a)
No. of fully
paid up
equity
shares held
(IV)
Nos. of
sharehold
ers (III)
Category of shareholder
(II)
Category
(I)
No. of Shares
Underlying
Outstanding
convertible
securities
(including
Warrants) (X)
Total nos.
shares held
(VII) =
(IV)+(V)+(VI
)
No. of
shares
underlyin
g
Depositor
y Receipts
(VI)
No. of
Partly
paid-up
equity
shares
held (V)
Shareholding, as a
% of assuming full
conversion of
convertible
securities (as a
percentage of
dilluted share
capital) (XI)=
(VII)+(X) As a % of
(A+B+C2)
Number of Voting Rights held in each class
of securities (IX)
No. of Voting Rights Total as a
% of
(A+B+C)
Sharehold
ing as a %
of total
no. of
shares
(calculate
d as per
SCRR,
1957)
(VIII) As a
% of
(A+B+C2)
Table II - Statement showing shareholding pattern of the Promoter and Promoter Group
Class:
Equity
Shares
Class:
N.A.
Total
(1) Indian
(a) Individuals/Hindu
undivided Family
HARSHAD N. PATEL AADPP0651P 1 54570 0 0 54570 1.80 54570 - 54570 1.80 0 1.80 0 0 0 0 0
(b) Central Government/
State Government(s)
- - - - - - - - - - - - - - - - - -
(c) Financial Institutions/
Banks
- - - - - - - - - - - - - - - - - -
(d) Any Other
(Bodies Corporate)
UNILON PRIVATE
LIMITED
AAACU2397M 1 308500 0 0 308500 10.17 308500 - 308500 10.17 0 10.17 0 0 0 0 0
PREMIUM POLYCOT
PRIVATE LIMITED
AABCP1453A 1 149000 0 0 149000 4.91 149000 - 149000 4.91 0 4.91 0 0 0 0 149000
UNILON PRIVATE LTD AAACU2397M 1 149500 0 0 149500 4.93 149500 - 149500 4.93 0 4.93 0 0 0 0 149500
Sub-Total (A)(1) - 4 661570 0 0 661570 21.81 661570 - 661570 21.81 0 21.81 0 0 0 0 298500
(2) Foreign
(a) Individuals (Non-
Resident Individuals/
Foreign Individuals)
- - - - - - - - - - - - - - - - - -
(b) Government - - - - - - - - - - - - - - - - - -
(c) Institutions - - - - - - - - - - - - - - - - - -
(d) Foreign Portfolio
Investor
- - - - - - - - - - - - - - - - - -
(e) Any Other (specify) - - - - - - - - - - - - - - - - - -
Sub-Total (A)(2) - 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Total Shareholding of
Promoter and Promoter
Group (A)= (A)(1)+(A)(2)
- 4 661570 0 0 661570 21.80974 661570 0 661570 21.81 0 21.81 0 0 0 0 298500
Shareholding , as
a % assuming full
conversion of
convertible
securities ( as a
percentage of
diluted share
capital)
(XI) = (VII)+(X) as
Number of Locked in
shares
(XII)
No.
(a)
As a % of
total
Shares
held
(b)
Total nos.
shares
held (VII=
IV+V+VI)
Number of Voting Rights held in each class
of securities
(IX)
No of Voting Rights Total as a
% of Total
Voting
rights
No. of Shares
Underlying
Outstanding
convertible
securities
(including
Warrants)
(X)
Note:
(1) PAN would not be displayed on website of Stock Exchange(s).
The te E u a e has the sa e ea i g as assig ed u de egulatio 8 of “EBI “u sta tial A uisitio of “ha es a d Takeo e s ‘egulatio s, .
Details of Shares which remain unclaimed may be given hear along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc. - Not Applicable
Nos. of
shares
underlyin
g
Depositor
y Receipts
(VI)
Partly
paid-up
equity
shares
held (V)
No. of
fully paid-
up equity
shares
held (IV)
No. of
sharehold
er (III)
PAN (II)Category & Name of the
Shareholders (I)
Number of Shares
pledged or
otherwise
encumbered (XIII)
No.
(a)
As a % of
total
Shares
held
(b)
Number
of equity
shares
held in
demateri
alized
form
(XIV)
Sharehold
ing %
calculated
as per
SCRR,
1957 As a
% of
(A+B+C2)
(VIII)
Table III - Statement showing shareholding pattern of the Public Shareholders
Class:
Equity
Shares
Class:
N.A.
Total
(1) Institutions
(a) Mutual Funds/ - - - - - - - - - - - - - - - -
(b) Venture Capital Funds - - - - - - - - - - - - - - - -
(c) Alternate Investment
Funds
- - - - - - - - - - - - - - - -
(d) Foreign Venture Capital
Investors
- - - - - - - - - - - - - - - -
(e) Foreign Portfolio Investors - - - - - - - - - - - - - - - -
(f) Financial Institutions/
Banks
- - - - - - - - - - - - - - - -
(g) Insurance Companies - - - - - - - - - - - - - - - -
(h) Provident Funds/ Pension
Funds
- - - - - - - - - - - - - - - -
(i) Any Other (specify) - - - - - - - - - - - - - - - -
Sub-Total (B)(1) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(2) Central Government/ State
Government(s)/ President
of India
- - - - - - - - - - - - - - - -
Sub-Total (B)(2) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(3) Non-institutions
(a) (i) Individual shareholders
holding nominal share
capital up to Rs. 2 lakhs.
- 2168 480000 0 0 480000 15.82 480000 - 480000 15.82 0 15.82 0 0 52000
(a) (ii) Individual shareholders
holding nominal share
capital in excess of Rs. 2
lakhs
- 7 405200 0 0 405200 13.36 405200 - 405200 13.36 0 13.36 0 0 109200
SAGAR R. JHAVERI AEYPJ3222M 1 58000 0 0 58000 1.91 58000 - 58000 1.91 0 1.91 0 0 0 0 0
VICKY R. JHAVERI ADVPJ4127F 1 59000 0 0 59000 1.95 59000 - 59000 1.95 0 1.95 0 0 0 0 0
NIMIT J. SHAH AOPPS6722L 1 59000 59000 1.95 59000 - 59000 1.95 0 1.95 0 0 0
SAMIR BHUTA AAAPB7933R 1 60000 0 0 60000 1.98 60000 - 60000 1.98 0 1.98 0 0 0 0 0
RESHMA N. SHAH ANKPS3355D 1 60000 0 0 60000 1.98 60000 - 60000 1.98 0 1.98 0 0 0 0 0
LAXMIBEN HIRABHAI
RATHOD
AIGPR4871E 1 84000 0 0 84000 2.77 84000 - 84000 2.77 0 2.77 0 0 0 0 84000
(b) NBFCs registered with RBI - - - - - - - - - - - - - - - -
(c) Employee Trusts - - - - - - - - - - - - - - - -
(d) Overseas Depositories
(holding DRs) (balancing
figure)
- - - - - - - - - - - - - - - -
Partly
paid-up
equity
shares
held (V)
Category & Name of the
Shareholders (I)
PAN (II) No. of
sharehold
er (III)
No. of fully
paid-up equity
shares held
(IV)
Nos. of
shares
underlyin
g
Depositor
y Receipts
(VI)
Total nos.
shares held
(VII= IV+V+VI)
Shareholdi
ng %
calculated
as per
SCRR,
1957 As a
% of
(A+B+C2)
(VIII)
Number of Voting Rights held in each class
of securities
(IX)
No. of Shares
Under-lying
Out-standing
con-vertible
securities
(including
Warrants)
(X)
Number of Locked in
shares
(XII)
Number of Shares
pledged or otherwise
encumbered (XIII)
Number of
equity shares
held in
dematerialize
d form
(XIV)No of Voting Rights Total as a
% of Total
Voting
rights
No.
(a)
As a % of
total
Shares
held
(b)
No.
(a)
As a % of
total
Shares
held
(b)
Shareholding, as
a % assuming full
conversion of
convertible
securities ( as a
percentage of
diluted share
capital)
(XI) = (VII)+(X) as
a % of A+B+C2
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
(e) Any Other (Bodies
Corporate)
- 12 1308000 0 0 1308000 43.12 1308000 - 1308000 43.12 0 43.12 0 0 882200
RHOMBUS REALITY
PRIVATE LIMITED
AABCR9833N 1 54500 0 0 54500 1.80 54500 - 54500 1.80 0 1.80 0 0 0 0 54500
MERIT FINANCE AND
LEASING PVT. LTD
AABCM0590P 1 32500 0 0 32500 1.07 32500 - 32500 1.07 0 1.07 0 0 0 0 32500
LAKSHYA INFRASPACE
PRIVATE LIMITED
AABCL8671Q 1 359200 0 0 359200 11.84 359200 - 359200 11.84 0 11.84 0 0 0 0 359200
LEGACY INFOTECH
PVT.LTD.
AABCL6251C 1 404000 0 0 404000 13.32 404000 - 404000 13.32 0 13.32 0 0 0 0 404000
LAKSHYA INFRASPACE
PVT. LTD.
AABCL8671Q 1 220000 0 0 220000 7.25 220000 - 220000 7.25 0 7.25 0 0 0 0 0
LEGACY INFOTECH PVT.
LTD.
AABCL6251C 1 201800 0 0 201800 6.65 201800 - 201800 6.65 0 6.65 0 0 0 0 0
(f) Any Other (Qualified
Foreign Investors)
- 6 178600 0 0 178600 5.89 178600 - 178600 5.89 0 5.89 0 0 0
SATISH SHAH N.A. 1 114000 0 0 114000 3.76 114000 - 114000 3.76 0 3.76 0 0 0
Sub-Total (B)(3) - 2193 2371800 0 0 2371800 78.19 2371800 - 2371800 78.19 0 78.19 0 0 1043400
Total Public Shareholding
(B)= (B)(1)+(B)(2)+(B)(3)
- 2193 2371800 0 0 2371800 78.19 2371800 - 2371800 78.19 0 78.19 0 0 1043400NA
NA
NA
NA
Details of Shares which remain unclaimed may be given hear along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc. : Nil
Details of the shareholders acting as persons in Concert including their Shareholding (No. and %): Nil
NA
Institutions/Non Institutions holding more than 1% of total number of shares.
(3) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available and the balance to be disclosed as held by custodian,
Note:
(1) PAN would not be displayed on website of Stock Exchange(s).
(2) The above format needs to be disclosed along with the name of following persons:
Table IV - Statement showing shareholding pattern of the Non Promoter- Non Public shareholder
Class X Class Y Total
(1) Custodian/DR Holder - - - - - - - - - - - - - - - -
(a) Name of DR Holder (if
available)
(2) Employee Benefit Trust
(under SEBI (Share based
Employee Benefit)
Regulations, 2014)
- - - - - - - - - - - - - - - -
(a) Na e a …Total Non-Promoter-
Non Public Shareholding
(C)= (C)(1)+(C)(2)
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Partly
paid-up
equity
shares
held (V)
Category & Name of the
Shareholders (I)
PAN (II) No. of
sharehold
er (III)
No. of
fully paid-
up equity
shares
held (IV)
Nos. of
shares
underlying
Depository
Receipts (VI)
Total nos.
shares
held (VII=
IV+V+VI)
Sharehold
ing %
calculated
as per
SCRR,
1957 As a
% of
(A+B+C2)
(VIII)
Number of Voting Rights held in each class
of securities
(IX)
No. of Shares
Underlying
Outstanding
convertible
securities
(including
Warrants)
(X)
Number of Locked in
shares
(XII)
Number of Shares
pledged or otherwise
encumbered (XIII)
Number
of equity
shares
held in
demateria
lized form
(XIV)
No of Voting Rights Total as a
% of Total
Voting
rights
No.
(a)
As a % of
total
Shares
held
(b)
No.
(a) (Not
applicable
)
As a % of
total
Shares held
(b) (Not
applicable)
Shareholding , as
a % assuming full
conversion of
convertible
securities ( as a
percentage of
diluted share
capital)
(XI) = (VII)+(X) as
a % of A+B+C2
(3) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available.
NA
NA
NA
NA
NA
Note:
(1) PAN would not be displayed on website of Stock Exchange(s).
(2) The above format needs to disclose name of all holders holding more than 1% of total number of shares
24
List of Top 10 Shareholders of The Company:
Sr. No. Name Of The Shareholders No. Of Share Held
% Of Total Capital
I. LAXMIBEN HIRABHAI RATHOD 84000 2.77 II. UNILON PRIVATE LTD 149500 4.93 III. PREMIUM POLYCOT PRIVATE
LIMITED 149000 4.91
IV. LAKSHYA INFRASPACE PRIVATE LIMITED
359200 11.84
V. LEGACY INFOTECH PVT.LTD. 404000 13.32 VI. LAKSHYA INFRASPACE PVT. LTD 220000 7.25
VII. LEGACY INFOTECH PVT. LTD. 201800 6.65 VIII. UNILON PRIVATE LIMITED 308500 10.47
IX. SATISH SHAH 114000 3.76 X. SAMIR BHUTA 60000 1.98
25
IX PROPERTIES:
The registered office of the Company is situated at 3, Ravipushpa Apartment, B/S Navneet House, Memnagar, Ahmedabad -380052. The registered office of the company is not owned by the Company. Further there is no immovable property owned by the Company.
Details of charge
Charges Registered
Sr. No SRN Charge
Id Charge Holder Name
Date of Creation
Date of Modification
Date of Satisfaction Amount Address
1 C56019706 10574079 Axis
Finance limited
18/05/2015
- - 100000000.0
Axis House, Ground Floor,Wadia International
Centre ,WorliMumbaiMH400025IN
2 C52977691 10568015
Aditya Birla
Finance Limited
13/02/2015 - - 100000000.0 Indian Rayon Compound,VeravalGJ362266IN
3. C54086863 10563477
Credit Suisse
Finance (INDIA) private Limited
05/01/2015 - 18/05/2015 150000000.0
9TH FLOOR, CEEJAY HOUSE, PLOT F, SHIVSAGAR
ESTATEDR. ANNIE BESANT ROAD,
WORLIMUMBAIMH400018IN
4. C54085899 10568020
Credit Suisse
Finance (INDIA) private Limited
28/01/2015 - 14/05/2015 250000000.0
9TH FLOOR, CEEJAY HOUSE, PLOT F, SHIVSAGAR
ESTATEDR. ANNIE BESANT ROAD,
WORLIMUMBAIMH400018IN
26
X INTELLECTUAL PROPERTY:
Trade Mark:
There are no trademarks and services marks, which have been registered in the name of the Company.
Other IPRs:
The Company does not have any intellectual property rights in the nature of trademarks, copyrights, designs or patents.
27
XI HISTORY AND OTHER CORPORATE AFFAIRS:
Profile:
The Company was incorporated on 21st January, 1988 as a Private Limited Company,
under the Companies Act, 1956 as H.N. INVESTMENTS PRIVATE LIMITED and
converted into Public Limited Company in the name of H.N. INVESTMENTS LIMITED
with a change of name as SUN FINLEASE (GUJARAT) LIMITED in terms of Special
Resolution dated 2nd January, 1995 and Certificate of Change of name dated 8th March,
1995 was obtained from the Registrar of Companies, Gujarat.
The Company has been classified as an Investment Company vide RBI Letter No. DFC
(Bom) No. 724/BM (G)/IC (M)-191/88-89 dated 03/08/1988 in its earlier name i.e., H.N.
Investments Private Limited. The Company vide its letter dated 30/01/1995 has applied
to RBI for recognition as NBFC.
Present Activities:
The Company is at present engaged in the business of Investment in Shares and
Securities and Short Term Inter Corporate Finance Business. The Company’s
performance is satisfactory since its incorporation.
SFGL has carefully devised distinct investment policies for each of investment activities
like short term and long term investment in debt and security based Mutual Fund and
other securities, short term financing and investment in capital markets while taking into
account high risk associated with those particular activities. Before undertaking an
investment decision, the key executive responsible for investments of the Company will
scrutinize track record and management of the Company, financial ratios, type of
industry, future prospects of the Company in general and the Company in particular.
Main Object Of The Company:
The Main Objects of the Company as set out in the Memorandum of Association of the
Company are as under:
1. To acquire and hold shares, stocks, debentures or other securities, to invest
and join in partnership firms, and to carry on the activities of investment
28
Company.
2. To invest the capital and other moneys of the Company in the purchase or
upon the securities of share, stock, Debenture, Debenture stocks, bonds,
mortgages, obligations and securities of any kind issued or guaranteed by any
Company of whatever nature constituted or carrying on business, and shares,
mortgages, obligations and other securities issued or guaranteed by any
Government, Trust, Municipal, Local or other Authority or Body of whatever
nature.
3. To acquire any such shares, stocks, Debentures, Debenture stocks, bonds,
mortgages, obligations and other securities by original subscriptions, tender,
purchase, exchange or otherwise out of the funds of the Company obtained
either by subscription of capital or borrowings or by receipt of income from
any trust which may be discretionary or otherwise or by gift of money received
by the Company from any person and to subscribe for the same either
conditionally or otherwise and to guarantee the subscription thereof. To
finance either by way of making loans or advances or subscribing to the
Capital of Private Industrial Enterprises in India.
Other Objects: 1. To carry on business as capitalists, commercial agents, mortgage brokers and
financial agents.
2. To carry on and undertake the business of leasing, finance, investment and
trading, hire purchase, and to finance lease operations of all kinds, purchasing,
selling, hiring or letting on hire all kinds of plants and machineries and equipments
that the Company may think deem fit and to assist in financing of all and every
kind and description of hire purchase or of deferred payment or similar
transactions and to subsidise, finance or assist in subsidising or financing the sale
and maintenance of any goods articles or commodities of all and every kind and
description upon any terms whatsoever and to purchase or otherwise deal in all
29
forms of immovable and movable properties including land and buildings, real
estate, plants and machineries, appliances, equipment, furniture and fixtures,
computers and business machines, electronic, electrical and mechanical
instruments, vehicles of all kinds agricultural machineries, aero planes, launches
and rigs, flouting rigs, boats- mechanical or otherwise, sewing machines, musical
instrument, households equipments, hotel equipments, medical equipments,
office equipments, cold storage and ice-plants, construction machinery,
televisions, lifts, refrigerators, air-conditioning plants, cinema machines,
equipments required for industrial manufacturing processing, transportation and
trading business, all consumer and commercial or domestic purposes, and
commercial and industrial items and to lease or otherwise deal with them in any
manner whatsoever including resale thereof regardless of whether the property
purchased and leased be new and or used.
Milestones:
Years Particular
1988 The Company was incorporated on 21st January, 1988 as a Private Limited Company, under the Companies Act, 1956 as H.N. INVESTMENTS PRIVATE LIMITED and converted into Public Limited Company in the name of H.N. INVESTMENTS LIMITED
1995
H.N. INVESTMENTS PRIVATE LIMITED and converted into Public Limited Company in the name of H.N. INVESTMENTS LIMITED
1995
H.N. INVESTMENTS LIMITED with a change of name as SUN FINLEASE (GUJARAT) LIMITED in terms of Special Resolution dated 2nd January, 1995
Merger, Amalgamation, Reconstruction etc.
There is no Merger, Amalgamation, Reconstruction, arrangement, reduction of capital has occurred or made in the past.
30
XII OUR MANAGEMENT & CORPORATE GOVERNANCE:
We have currently 3 (Three) Directors on our Board. The following table
sets forth details regarding the Board of Directors as on the date of this Information Memorandum:
Name DIN Address Designation Parag Priyakant Shah 00228965 D/1, Sugam Flats Vasna,
Ellisbridge, Ahmedabad 380007
Director
Paras Kamleshbhai Sharma
06872890
1/6, Old Muncipal Staff Qtrs, O/S Shahpur Gate , Dudheshwar Ahmedabad 380001
Director
Punitaben Rameshbhai Solanki
00225663 1003/B/51, Aryanagar Kankariya Ahmedabad 380022
Director
Mahendar Ramanbhai Patel
07595767 2/27/1, Bhktinagar, Bapunagar, Ahmedabad 380024
Additional Director
Change in Board of Directors during the last three (3) years:
Name of Directors Date of Appointment/ Resignation
Change
GHANSHYAM VEKARIA
17/05/2014 Resignation
Change in Statutory Auditors during last three years: NIL
There is no change in statutory auditors of the Company during last three years.
31
Bonus or Profit sharing Plan:
Presently, there is no bonus or profit sharing plans in the Company.
Employee Stock Option:
Presently there is no Employee Stock Option or Employee Stock Purchase Scheme in the Company.
32
XIII PROMOTER AND PROMOTER GROUP:
Sr. No.
Name of Promoters/ Promoting
Companies, Group
Companies
CIN/ PAN E-mail ID Telephone No.
No. Of Share Held
% of Shareho
lding
1. HARSHAD N. PATEL
AADPP0651P [email protected]
9833102909
54,570 1.80
2. UNILON PRIVATE LIMITED
U36999GJ1989PTC012970
9227753933
3,82,500 15.10
3. PREMIUM POLYCOT PRIVATE LIMITED
U25200GJ1989PTC013105
9974731124
1,49,000 4.91
Total 586070
21.81
Details of listed Promoter Group Companies: Nil
We confirm that none of the group companies is under liquidation or winding-up. Further none of the Group Company is a Sick Company or referred to BIFR.
Details of shareholding of promoter's group as per regulation 31of the SEBI (LODR) Regulations, 2015
33
1. HARSHAD N. PATEL:
i. Name of Company : Rare Leasing & Investments Pvt. Ltd.
ii. CIN of the Company : U65912GJ1991PTC015458
iii. Registered Office Address : Shop No Upper 7 Navratna Avenue Opp. Akansha Flat Near Sola Railway Crossing Ghatlodia Ahmedabad Gujarat - 380061
iv. Authorised Capital(Rs) : Rs. 15,00,000
v. Paid up Capital(Rs) : Rs. 14,80,000
vi. Date of Incorporation : 18/04/1991
2. UNILON PRIVATE LIMITED (CIN: U36999GJ1989PTC012970):
i. Name of Company : Unilon Private Limited
ii. CIN of the Company : U36999GJ1989PTC012970
Sr. No.
Name of the shareholder No. of shares % of the total shares
1. HARSHAD N. PATEL 54,570 1.80
2. UNILON PRIVATE LIMITED 3,82,500 15.10
3. PREMIUM POLYCOT PRIVATE LIMITED 1,49,000 4.91
Total 586070
21.81
34
iii. Registered Office Address : 22 Ushadeep Society B/H L.D Engineering Hostel Gulbai Tekra Ahmedabad Gujarat, - 380015
iv. Authorised Capital(Rs) : Rs. 13,00,000
v. Paid up Capital(Rs) : Rs. 12,86,400
vi. Date of Incorporation :07/11/1989
vii. Place of incorporation : Registrar of Companies, Gujarat, Dadra & Nagar Haveli
3. PREMIUM POLYCOT PVT. LTD. (CIN: U25200GJ1989PTC013105):
i. Name of Company : Premium Polycot Pvt. Ltd.
ii. CIN of the Company : U25200GJ1989PTC013105
iii. Registered Office Address : 22 Ushadeep Society B/H L.D. Engineering Hostel Gulbai Tekra Ahmedabad Gujarat 380015
iv. Authorised Capital(Rs) : Rs. 15,00,000
v. Paid up Capital(Rs) : Rs. 11,34,300
vi. Date of Incorporation : 11/12/1989
vii. Place of incorporation : Registrar of Companies, Gujarat, Dadra & Nagar Haveli
XIV DIVIDEND POLICY:
Dividends, other than interim dividends, if any, will be declared at the Annual General Meetings of the shareholders of the Company based on the recommendation of the Board of Directors. The Board may, at its discretion, recommend dividend to be paid to the shareholders. Generally, the factors that may be considered by the Board of Directors before making any recommendations for dividend include, but not limited to, the future expansion plans and capital requirements, profits earned during the fiscal year, cost of raising funds from alternate sources, liquidity position, applicable taxes including tax on dividend as well as exemptions under tax laws available to various categories of investors from time to time and general market conditions. The Board of Directors may also, from time to time, pay interim dividends to the shareholders of the Company.
35
However, the Company has not declared any dividend or cash bonus during the past ten years.
The policy of not having declared any dividend in the past is not necessarily indicative of the dividend policy, for the future.
XV OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS:
i. There are no outstanding litigation suits, criminal or civil or economic or tax litigation/ disputed tax liability or any other litigation against our company, our Directors, our promoter and promoter group companies, which may affect the operation and finances of the Company or that, would have material adverse effect on our business.
ii. There are no outstanding litigation, defaults etc., or any criminal prosecution launched against the Company, its Directors, Promoters and Group Companies for alleged offences under any enactment in respect of Schedule XIII of the Companies Act, 1956 and Schedule V of the Companies Act, 2013, which may affect the operation and finances of the Company or that, would have material adverse effect on our business.
iii. Any material development after the date of the latest balance sheet and its impact on performance and prospects of the company: Nil
[There is no material change in the affairs of the Company after the close of the last financial year ended 31st March, 2016.]
XVI GOVERNMENT APPROVALS, SANCTIONS AND REGISTRATIONS:
Details of registrations, approvals, sanctions etc. obtained by the Company are as below:
Sr. No.
Particulars of License /
Registration / Approval
Name of Issuing Authority
Approval No./ Registration No.
36
1. Certificate of Incorporation issued under the Companies Act, 1956
Registrar of Companies, Gujarat Dadra & Nagar Haveli.
Registration Number: 010293 Date of Incorporation: 21/01/1988
2. Permanent Account Number (PAN)
Income Tax AACCS1443G
3. Certificate of Registration to carry on the business of Non-Banking Financial Institution (NBFI)
Reserve Bank of India (RBI)
To carry on the business of Non-Banking Financial Institution (NBFI) vide No.01.00120 date 19th day of March 1998.
XVII OTHER REGULATORY AND STATUTORY DISCLOSURES:
Authority for Listing
Earlier, the equity shares of the Company were listed on Ahmedabad Stock Exchange Ltd. (ASE), as per the SEBI Circular, the Company has now been shifted to the Dissemination Board of the NSE. Further in terms of the SEBI Circular No. CIRJMRD/DSA/05/2015 dated 17th April, 2015, the Company is eligible to be listed on a nationwide stock exchange.
The Board of Directors of the Company have approved for making application to MSEI for listing of its equity shares on MSEI under direct listing route.
Prohibition by SEBI
The Company, it's Directors, its Promoters, other companies promoted by the Promoters and companies with which the Company's Directors are associated as Directors have not been prohibited from accessing the capital markets under any order or direction passed by SEBI.
Caution
The Company accepts no responsibility for statements made otherwise than the documents or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. All information shall be made available by the Company to the public and investors at large
37
and no selective or additional information would be available for a section of the investors in any manner.
Disclaimer
A copy of this Information Memorandum has been submitted to MSEI. MSEI does not in any manner:
warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; or
warrant that this Company's securities will be listed or will continue to be listed on the MSEI; or
take any responsibility for the financial or other soundness of this Company, its Promoters, its management or any scheme or project of this Company;
Also, it should not for any reason be deemed or construed to mean that this `1qInformation Memorandum has been cleared or approved by the MSEI. Every person who desires to apply for or otherwise acquire any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the MSEI whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.
Demat
The Equity shares of the Company are admitted with both the Depositories viz., NSDL and CDSL. The ISIN of the Company is INE098D01010
Shares in Demat:
Promoter 298500 (9.84% Promoting Shareholding in Demat form as on 30.06.2016 )
Public 1043400 (34.40% of public shareholding in Demat form as on 30.06.2016)
38
Stock Market Data:
There was no trading in the shares of the Company since long at ASE, on which it was listed
Particulars Regarding Previous Public or Rights Issues during the Last Five Years:
The Company has not made any previous public or rights issue during the last five years.
Disclosure on winding up / sick / BIFR / disassociation / strike off from
ROC:
Unless stated otherwise in this Information Memorandum, none of the companies constituting our Promoter Group have become sick companies within the meaning of SICA or / are under winding up.
Further, none of Group Companies have applied for striking off their name from the ROC.
Revaluation during last five years: There is no revaluation of any assets of the Company during the last five years
39
XVIII PROVISIONS OF THE ARTICLES OF ASSOCIATION:
The copy of the Articles of Association of the Company is enclosed with Annexure- VII
40
XIX DOCUMENTS FOR INSPECTION:
The certified copies of following documents have been delivered to the MSEI along with this Information Memorandum and also available for inspection at the registered office of the Company:
1. Memorandum and Articles of Association of the Company as amended.
2. Copy of Certificate of Incorporation issued by the Registrar of Companies, Gujarat, Dadra & Nagar Haveli.
3. Certificate of Registration to carry on the business of Non-Banking Financial Institution (NBFI)
4. Copy of Audited Annual Accounts of the Company for the last financial years ended on 31st March, 2016.
XX DECLARATION:
All the information contained in this Information Memorandum is true and correct.
For Sun Finlease (Gujarat) Limited
Parag P. Shah Managing Director DIN: 00226030
