WELSPUN INVESTMENTS AND COMMERCIALS LIMITED
INFORMATION MEMORANDUM
Registered Office: Welspun City, Village Versamedi, Tal : Anjar, Dist. Kutch, Gujarat -370 110.
Tel: 0091-2836- 661111 Fax: 0091-2836-279010
E-mail: companysecretary_winl@welspun.com Website: www.welspuninvestments.com
Contact Person: Mr. Jeevan Mondkar, Company Secretary and Compliance Officer
Welspun Investments and Commercials Limited was originally incorporated as Welspun
Investments Private Limited on 7th October 2008 under the Companies Act, 1956. The status of
the Company was changed from “private company” to “public company” by passing the
necessary resolution on 10th October 2008 and having obtained fresh certificate of incorporation
from the Registrar of Companies, Gujarat on 21st October 2008. The name of the Company was
further changed to Welspun Investments and Commercials Limited w.e.f. 31st March, 2010.
The Hon‟ble High Court of Gujarat at Ahmedabad by its order dated 8th May 2009 has
approved a Scheme of Arrangement between Welspun India Limited, Welspun Global Brands
Limited and Welspun Investments Limited (Now known as Welspun Investments and
Commercials Limited) and their respective members and creditors, pursuant to which, inter
alia, Investment and Treasury Division of Welspun India Ltd(“Investment & Treasury
Division”) was transferred to Welspun Investments Ltd (Now known as Welspun Investments
and Commercials Limited) and in consideration thereof, 1 (One ) equity share of WINL was
issued for every 20 (twenty) equity shares of Welspun India Ltd held on the Record Date fixed
for the purpose and accordingly, 36,54,476 equity shares of Rs.10/- each were allotted to the
shareholders of Welspun India Ltd.
Board of Directors of the Company subject to necessary approvals has decided to diversify into
the business of trading in commodities (other than Home Textiles) to enlarge scale of business
of the Company and to change the name of the Company to “Welspun Commercials and
Investments Ltd” or any other variant thereof to reflect combination of trading and investment
holding business of the Company with major size to be of trading business. Your company is
formulating plans to go ahead with a large scale trading activity including exports of
commodities, for which, interalia, Company has initiated action to enlarge the Object Clause of
the Memorandum of Association.
INFORMATION MEMORANDUM FOR LISTING OF 36,54,476 EQUITY SHARES OF
RS.10/- EACH.
NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THIS
INFORMATION MEMORANDUM.
S.No Particulars
1. Definitions, Abbreviations & Industry related terms
2. Forward Looking Statements
3. Risk Factors
4. Industry and Business Overview.
5. General Information
6. Composition of Board of Directors
7. Authority for Listing
8. Capital Structure
9. Scheme of Arrangement of Demerger
10. Report of Auditors on Tax Benefits
11. Statement of Tax Benefits
12. About Welspun Investments and Commercials Limited
13. Management
14. Promoters
15. Financial Information
16. Group Companies – Financial and Other Information
17. Management Discussion and Analysis.
18. Outstanding Litigations and Material Developments
19. Regulatory and Statutory Disclosures
20. Clauses of Articles of Association of the Company
21. Other Information
22. Declaration
1. DEFINITIONS, ABBREVIATIONS & INDUSTRY RELATED TERMS:
Term Description
Act / Companies Act
The Companies Act, 1956 as amended from
time to time.
Articles/Articles of
Association
Articles of Association of the Company
Appointed Date
Appointed Date as defined in the Scheme i.e.
April 1, 2009
AS
Accounting Standard notified under sub-
section (3C) of Section 211 of the Companies
Act.
Auditor
Auditor refers to
M/s. Suresh Surana & Associates
602/603, Regent Chambers, 6th Floor, 208,
Nariman Point, Mumbai - 400 021, India
Board / Board of Directors Board of Directors of the Company
BSE The Bombay Stock Exchange Limited
CDSL Central Depository Services (India) Limited
Demerged Company Welspun India Limited
Designated Stock Exchange
The designated stock exchange for the Issue
shall be National Stock Exchange of India
Limited
Depositories Act
The Depositories Act, 1996 and amendments
thereto
DP Depository Participant
EGM Extra-ordinary General Meeting
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999
Financial Year
Period of twelve months ended March 31 of
that particular year, unless otherwise stated
GOI Government of India
Investor(s)
For the purpose of this Information
Memorandum except Articles of Association
reproduced therein, shall mean the holder(s)
of Equity Shares of the Company as on the
Record Date.
2. FORWARD LOOKING STATEMENTS:
We have included statements in this Information Memorandum which contain words or
phrases such as “will”, “aim”, “will likely result‟, “believe”, “expect”, “will continue”,
“anticipate”, “estimate”, “intend‟, “plan” “contemplate”, “seek to”, “future”, “objective”,
“goal”, “project”, “should” “will pursue” and similar expressions or variations of such
expressions, that are “forward looking statements”. Similarly, statements that describe our
objectives, plans or goals also are forward-looking statements, actual results may differ
materially from those suggested by the forward looking statements due to risks or uncertainties
associated with our expectations with respect to, but not limited to:
• General economic and business conditions in India and other countries;
• Regulatory changes and our ability to respond to them;
• Our ability to successfully implement our strategy, our growth and expansion plans;
• Technological changes;
• Exposure to market risks, general economic and political conditions in India which have an
impact on our business activities or investments;
• Monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest
rates, foreign exchange rates, equity prices or other rates of prices, the performance of the
financial markets in India and globally;
IT Act
The Income Tax Act, 1961 and amendments
thereto
Memorandum/Memorandum
of Association
Memorandum of Association of the
Company
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
Record Date June 26, 2009
ROC
Registrar of Companies, Gujarat at
Ahmedabad
Scheme Scheme as defined in clause no. ______
SEBI Securities and Exchange Board of India
ICDR Regulations
Regulations notified by Securities and
Exchange Board of India called Securities
and Exchange Board of India (Issue of
Capital and Disclosure Requirements)
Regulations, 2009, as amended, including
instructions and clarifications issued by SEBI
from time to time.
Stock Exchange(s) BSE and NSE
WINL/The Company
Welspun Investments and Commercials
Limited
WGBL
Welspun Global Brands Limited
WIL Welspun India Limited
• Changes in domestic and foreign laws, regulations and taxes and changes in competition in
our industry.
For further discussion of factors that could cause our actual results to differ, see the section
titled “Risk Factors” of this Information Memorandum. By their nature, certain market risk
disclosures are only estimates and could be materially different from what actually occurs in the
future. As a result, actual future gains or losses could materially differ from those that have
been estimated.
We do not have any obligation to, and do not intend to, update or otherwise revise any
statements reflecting circumstances arising after the date hereof or to reflect the occurrence of
underlying events, even if the underlying assumptions do not materialise.
3. RISK FACTORS:
1. Our business is directly linked to health of economic conditions prevailing in the
market and therefore recession/slowdown in major consuming countries can hit the
demand as well as price realisation.
2. Our business will be dependent on maintaining a continuing relationship with our
customers. Any inability on our part to maintain the same could adversely impact our
operations and profitability.
3. Our future profitability will be difficult to predict. Any unfavorable changes in the
following factors may adversely affect our operations and profitability:
extended sales cycle for our products;
timing and integration of acquired businesses, if any;
economic downturns or stagnant economies and global markets;
a decrease in international prices for our products;
adverse changes in purchasing practices of our customers;
the ability to raise the finance required for business; and/or an increase in interest rates
at which we can raise debt financing;
changes in government policies, including introduction of or adverse changes in tariff or
non-tariff barriers, affecting the textile industry globally;
the time required to train new employees in order to use their skills effectively to achieve
orders and maint
