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INFORMATION MEMORANDUM
Dated: June 02, 2014
Worth Investment and Trading Company Limited
The Company was originally incorporated on August 16, 1980 under the Companies Act, 1956 as
"Worth Investment & Trading Company Limited" in the state of West Bengal. The Corporate
Identification Number (CIN) of the Company is L67120WB1980PLC032932.
Regd. Office: 34, C.R. Avenue 1st Floor Cabin No.2, Kolkata-700012, Tel No.: 033-32632021,
Email ID: [email protected], Website: www.worthinv.com
Contact Person: Anup Pandey, Company Secretary; Tel No.: 033-32632021, Email ID:
INFORMATION MEMORANDUM FOR LISTING OF 32,80,000 EQUITY SHARES OF
RS.10/-EACH FULLY PAID UP
GENERAL RISKS
Investment in equity and equity-related securities involve a degree of risk and investors should not
invest in the equity shares of Worth Investment & Trading Company 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 Worth Investment & Trading Company Limited.
For taking an investment decision, investors must rely on their own examination of the Company
including the risks involved.
ABSOLUTE RESPONSIBILITY OF WORTH INVESTMENT & TRADING COMPANY
LIMITED
Worth Investment & Trading Company Limited having made all reasonable inquiries, accepts
responsibility for, and confirms that this Information Memorandum contains all information with
regard to Worth Investment & Trading Company 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 makes this Information Memorandum as a
whole or any of such information or the expression of any such opinions or intentions misleading in
any material respect.
LISTING
The Equity Shares of Worth Investment & Trading Company Limited which are listed on the Calcutta
Stock Exchange Limited are proposed to be listed and traded on BSE Limited.
REGISTRAR & SHARE TRANSFER AGENT
MAHESHWARI DATAMATICS PRIVATE LIMITED
6, Mango lane, 2nd Floor, Kolkata-700001
Tel.: 033 2243 5029/2248 2248, Fax: 033 2248 4787
Email ID :[email protected], Website : www.mdpl.in
�
TABLE OF CONTENTS
I. DEFINITIONS AND ABBREVIATIONS 01
II. GENERAL 03
Presentation Of Financial, Industry And Market Data 03
Forward Looking Statements 04
III. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF 05
IV. INTRODUCTION 06
Summary of Business 06
Summary of Financial Information 08
General Information 11
Capital Structure 14
Disclosures 24
V. ABOUT THE COMPANY 25
Our History and certain Corporate Matters 25
Our Management 27
Our Promoters 28
Corporate Governance Report 28
Management Discussion and Analysis 33
VI. FINANCIAL INFORMATION 34
Report of the Statutory Auditors, M/s MAROTI & ASSOCIATES, Chartered
Accountant
34
Financial Statements 38
VII. OUTSTANDING LITIGATIONS 54
VIII. MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION 55
IX. OTHER INFORMATION 63
Material Contracts And Documents For Inspection 63
Declaration 64
�
� Worth Investment & Trading Co. Ltd
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SECTION I - DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise requires, in the Information Memorandum, all references to “Worth”,
“Worth Investment”, “we”, “us”, “our” and “the Company” are to Worth Investment & Trading
Limited.
Term Description
“The Company” or “Worth” or “Worth
Investment” or “we” or “us” or “our”
Worth Investment and Trading Co. Limited having its
registered Office at 34, C.R.Avenue, 1st Floor, Cabin
No.2, Kolkata, West Bengal -700012
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
MAROTI & ASSOCIATES, Chartered Accountant.
Banker(s) to the Company The Bankers of the Company, Karnataka Bank,
Kolkata, West Bengal.
Board of Directors/ Board/ Directors The board of directors of the Company or a committee
constituted thereof, unless the context otherwise
specifies
BSE / Bombay Stock Exchange Limited BSE Limited
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 Exchanges is
known as and referred to as the Information
Memorandum
Memorandum/ Memorandum of
Association
The Memorandum of Association of Worth
Investment & Trading Co. Limited
Promoters The promoters of the Company.
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 34,
C.R.Avenue, 1st Floor, Cabin No.2, Kolkata, West
Bengal -700012
Registrar/ Registrar & Share Transfer
Agent
The Registrar & Share Transfer Agent of the
Company, Maheshwari Datamatics Private Limited
Abbreviations
Term Description
Act or Companies Act The Companies Act, 1956, as amended from time to
time and notified provisions of Companies Act, 2013
AGM Annual General Meeting
AS Accounting Standards issued by the Institute of
Chartered Accountants of India
AY Assessment Year
BIFR Board for Industrial and Financial Reconstruction
CG Central government
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CIN Corporate Identification Number
CDSL Central Depository Services (India) Limited
CSE The Calcutta Stock Exchange Limited
Depositories NSDL and CDSL
Depositories Act The Depositories Act, 1996 as amended from time to
time
DP/ Depository Participant A depository participant as defined under the
Depositories Act, 1996
EBITDA Earnings Before Interest, Tax, Depreciation and
Amortisation
EGM Extraordinary General Meeting
EPS Earnings per Equity Share
Financial year/fiscal/ FY Period of twelve months ended March 31 of that
particular year, unless otherwise stated
HUF Hindu Undivided Family
I. T. Act The Income-tax Act, 1961, as amended from time to
time, except as stated otherwise
Indian GAAP Generally Accepted Accounting Principles in India
Listing Agreement Listing agreement entered into by the Company with
the Stock Exchanges
NA Not Applicable
NAV Net Asset Value being paid up equity share capital plus
free reserves (excluding reserves created out of
revaluation) less deferred expenditure not written off
(including miscellaneous expenses not written off) and
debit balance of Profit and Loss account, divided by
number of issued Equity Shares
NSDL National Securities Depository Limited
P/E Ratio Price/Earnings Ratio
PAN Permanent Account Number allotted under the Income
Tax Act, 1961
PAT Profit after tax
PBT Profit before tax
RBI Reserve Bank of India
RBI Act The Reserve Bank of India Act, 1934, as amended
from time to time
RoC Registrar of Companies, West Bengal
Rs. Indian Rupees
RSE Designated Regional Stock Exchange
SCRA Securities Contracts (Regulation) Act, 1956, as
amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as
amended from time to time
SEBI The Securities and Exchange Board of India
constituted under the SEBI Act, 1992, as amended
from time to time
SEBI Act Securities and Exchange Board of India Act 1992, as
amended from time to time
SEBI Guidelines SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2009 including instructions and
clarifications issued by SEBI from time to time.
State Government The government of a state of the Union of India
UIN Unique Identification Number
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SECTION II – GENERAL
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
Certain Conventions
Unless otherwise specified or the context otherwise requires, all references to “India” in this
Information Memorandum are to the Republic of India, together with its territories and possessions.
Unless the context otherwise requires, all references to the "Company", "we", "us" and "our" refers to
Worth Investment & Trading Co. Limited.
Financial Data
Unless indicated otherwise, the financial data in this Information Memorandum is derived from our
financial statements prepared in accordance with the Generally Accepted Accounting Principles in
India (“Indian GAAP”) and the Companies Act, 1956, as amended (“Companies Act”) included
elsewhere in this Information Memorandum.
The financial year commences on April 1 and ends on March 31, so all references to a particular
financial year are to the twelve-month period ended March 31 of that year. In this Information
Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are
due to rounding off.
Currency of Presentation
All references to “Rupees” or “INR” are to Indian Rupees, the official currency of the Republic of
India.
Industry and Market Data
Unless stated otherwise, industry data and the market data used throughout this Information
Memorandum have been obtained from industry publications, websites and other authenticated
published data. 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. Although, the Company
believes that industry data used in this Information Memorandum is reliable, it has not been
independently verified. Similarly, internal company reports, while believed by us to be reliable, have
not been verified by any independent sources.
The extent to which the market and industry data used in this Information Memorandum is
meaningful depends on the readers familiarity with the understanding of the methodologies used in
compiling such data. There are no standard valuation methodologies or accounting policies in the said
industry in India and methodologies and assumptions may vary widely among different industry
sources.
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FORWARD LOOKING STATEMENTS
This Information Memorandum contains certain words or phrases, including, “will”, “aim”, “will
likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”,
“contemplate”, “seek to”, “future”, “would”, “objective”, “goal”, “project”, “should”, “will pursue”
and similar expressions or variations of such expressions, that are forward-looking statements. All
forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual
results to differ materially from those contemplated by the relevant forward-looking statement.
All forward looking statements are subject to risks, uncertainties and assumptions that could cause
actual results to differ materially from those contemplated by the relevant forward looking statement.
Important factors that could cause actual results to differ materially from our expectations include,
among others: -
• General economic and business conditions in India and other countries.
• Our ability to successfully implement our strategy, our growth and expansion, our exposure to
market risks that have an impact on our business activities or investments.
• The changes in monetary and fiscal policies of India, inflation, deflation, unanticipated
turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices.
• The performance of the financial markets in India and globally, changes in domestic and
foreign laws, regulations and taxes and changes in competition in our industry.
• Changes in the value of the Rupee and other currencies.
• The occurrence of natural disasters or calamities.
• Change in political and social conditions in India.
• The Loss or shutdown of operations of the Company at any time due to strike.
• The Loss of our key employees and Staff.
• Our ability to respond to technological changes.
Absolute Responsibility of Worth Investment and Trading Co. Limited
Worth Investment and Trading Co. Limited having made all reasonable inquiries, accepts
responsibility for, and confirms that this Information Memorandum contains all information with
regard to the Company, 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 makes this Information Memorandum as a whole or any of such information or
the expression of any such opinions are intentions misleading in any material respect.
� Worth Investment & Trading Co. Ltd
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SECTION III - RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF
Risk Factors
The Company being a Non-Banking Financial Company (NBFC) is currently engaged in the financial
activities. The business of the Company largely depends on the policies framed by the Reserve Bank
of India, Ministry of Finance as well as Global volatility in the financial market.
Recession in the economies of the abroad countries affects the economy of India which further results
in the Financial Market performance. Our business is dependent on the performance of the Securities
Market viz; Primary as well as Secondary Market in India, and our operations could be adversely
affected if market conditions deteriorate.
Any adverse trend in the industry, adverse trends in domestic/global business environment will have
adverse impact on the performance of the Company.
Any adverse changes in political and economic environment in India will have negative impact on
business and performance of the Company.
Changes in government policies national or state wise will have adverse consequences on the business
of the Company.
Management Perception
The Company, at present follows such rules, regulations and guidelines as may be applicable to a
NBFC. It follows and regularly complies with the guidelines issued by RBI from time to time and will
always strive to take due care to follow the same. Thus the applicability of such laws will have limited
consequences upon business and performance of the Company.
The Company follows a systematic process for planning and implementation of its strategies. The
Company is exposed to specific risks that are particular to its business and the environment within
which it operates. The measurement, monitoring management of risk remains key focus areas for the
company.
The Company has in built balancing business strategy/approach so as to ensure minimum effect on the
business of the company in the adverse situations of political, economic scenario and government
policies.
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SECTION IV - INTRODUCTION
SUMMARY OF BUSINESS
In this section, unless the context requires otherwise, any reference to “we”, “our” and “us” refers to
the Company.
OVERVIEW
Worth Investment & Trading Co. Limited registered under the Companies Act, 1956 was incorporated
on 16th day of August 1980 in the state of WEST BENGAL. The company got its certificate of
commencement of business on 23rd of August 1980. The Corporate Identification Number (CIN) of
the Company is L67120WB1980PLC032932. The Registered Office of the Company is situated at 34,
C.R.Avenue, 1st Floor, Cabin No.2, Kolkata, West Bengal -700012. The shares of the Company are
listed on Calcutta Stock Exchange Limited.
The Company is registered as a Non-Banking Finance Company with Reserve Bank of India and is
mainly engaged in financing and investments as its principal business. The Equity shares of the
Company are listed on Calcutta Stock Exchange.
Company’s major activities are carried out at its Kolkata offices.
Existing and proposed activities of the Company are within the scope of the object clause of our
Memorandum of Association.
� Worth Investment & Trading Co. Ltd
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AREAS OF NBFC ACTIVITY OF THE COMPANY
The Company is mainly operating under two areas:
a) Investments:
The company is mainly into investing in and acquiring and holding shares, stocks, debentures,
debenture stocks, bonds, warrants, obligations/and/or other securities issued or guaranteed by any
company constituted or carrying on business in India and/or by any Government, state, public body-or
authority.
It is also into acquisition of shares, stocks, debentures, debenture stocks, bonds, warrants, obligations
and/or other securities, by original subscription, participation in- syndicates, tender, purchase,
exchange or otherwise and to subscribe the same, either conditionally or otherwise, and to exercise
and powers conferred by or incidental to the ownership thereof.
b) Loans & Advances:
The Company is also engaged in the business of financing, assisting, aiding, helping, supporting,
promoting companies, firms, businesses, associations, concerns, corporations, partnership, individual
or organization in the setting up, running, working, functioning, managing, conducting, operating of
any commerce, industry, trade, business, profession etc. through loans and advances .
As part of its strategy to expand business from this segment, it also advances deposits or lends money
against securities and properties to or with any company, firm, person or association on such terms as
may be determined, from time to time, and to lend and negotiate loans and every description and to
transact business as financiers .
Major Area of Operations
Investments Loans & Advances
Investments� �
Private Companies Public Companies
Shares Debentures Shares Debentures Mutual Fund units if
listed company
Loans & Advances
Company Firm Corporation Individual
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SUMMARY OF FINANCIAL INFORMATION
The following table provides a summary of financial information derived from the financial
statements as of and for the financial year 2013, 2012 and 2011. These financial statements have been
prepared in accordance with the Indian GAAP and the Companies Act, 1956. The summary of
financial information presented below should be read in conjunction with the financial statements, the
notes and annexures thereto on page no 34
Summary Statement of Assets and Liabilities
(Rs. In Lacs)
Particulars As at 31 March
2013 2012 2011
Non-current assets
Fixed Assets
Gross Block - - -
Less: Deprecation - - -
Net Block - - -
Non-Current Investment 11.00 181.00 171.55
Other Non-Current Assets 0.86 - -
Total 11.86 181.00 171.55
Current Assets
Inventories - - 1.12
Trade Receivables 80.63 7.50 -
Cash & Bank Balance 6.84 6.82 18.59
Loans & Advances 174.01 1.47 4.09
Other Current Assets 0.29 - -
Total 261.76 15.79 23.80
Liabilities & Provision
Secured Loans - - -
Unsecured Loans - - -
Current Liabilities & Provision 75.65 1.22 0.05
Total 75.64 1.22 0.05
Net Worth
Share Capital 160.00 20.00 20.00
Reserve & Surplus 37.97 175.57 175.30
Total 197.97 195.57 195.30
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Summary Statement of Profit and Loss Account
(Rs. In Lacs)
Particulars For the year ended 31 March
2013 2012 2011
Income
Sale of Shares 82.24 0.40 0.00
Other Operating Revenue 8.34 7.49 (0.28)
Other Income 0.01 5.54 7.26
Total 90.59 13.43 6.99
Expenditure
Purchase of Shares 83.64 0.00 0.00
Changes In Inventories Of Stock In Trade 0.00 1.12 0.00
Employee Benefits Expenses 0.50 0.00 0.00
Other Expenses 2.66 1.47 1.74
Total 86.80 2.58 1.74
Profit before Exceptional items and tax 3.79 10.85 5.25
Exceptional Items 0.00 (7.95) (0.08)
Profit before tax 3.79 2.89 5.17
Tax Expenses
Current Tax 1.40 2.62 0.00
Deferred tax 0.00 0.00 0.00
Net Profit after tax 2.40 0.28 5.17
Earnings Per Share 0.74 0.14 2.58
Summary Statement of Cash Flow
(Rs. In Lacs)
Particulars For the year ended 31 March
2013 2012 2011
Cash flow from operating activities
Profit before tax 3.79 2.89 5.17
Adjustments for: - - -
Less: (Profit)/Loss on sale of investments - 3.16 -1.12
Add: Contingency provision for standard assets 0.42 - -
Add: Preliminary expenses written off 0.29 - -
Operating profit before working capital changes 4.50 6.06 4.05
Movements in working capital : - - -
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(Increase)/ decrease in inventories - 1.12 -
(Increase)/ decrease in short term loans &
advances -173.11 - -
(Increase)/decrease in trade receivables -73.12 -7.50 -
Increase/(decrease) in trade payables 75.00 0.17 -
Increase/ (decrease) in advances and other
liabilities -1.00 1.00 -2.00
Cash generated from / (used in) operations -167.73 0.83 2.05
Direct taxes paid/Adjusted (net of refunds) -0.82 - -
Net Cash flow from / (used in) operating
activities (A) -168.55 0.83 2.05
Cash flow from investing activities - - -
Proceeds from sale/ (purchase) of non-current
investments (Net) 170.00 -9.45 -30.12
Proceeds from sale/ (purchase) of Fixed Asset 0.01
Profit/(Loss) on sale of investments - -3.16 1.12
Net Cash flow from / (used in) investing
activities (B) 170.00 -12.61 -28.99
Cash flow from / (used in) financing activities - - -
Preliminary Expenses -1.43 - -
Net Cash flow from / (used in) financing
activities (c) -1.43 - -
Net increase/(decrease) in cash and cash
equivalents (A+B+C) 0.02 -11.77 -26.94
Cash and cash equivalents at the beginning of
the year 6.82 18.59 45.53
Cash and cash equivalents at the end of the
year 6.84 6.82 18.59
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GENERAL INFORMATION
The Company was originally incorporated on 16th day of August 1980 under the Companies Act,
1956 as “Worth Investment & Trading Co. Ltd” in the state of West Bengal. The company got its
certificate of commencement of business on 23rd of August 1980. The Corporate Identification
Number (CIN) of the Company is L67120WB1980PLC032932.
Registered Office of the Company
34, C.R.Avenue,
1st Floor, Cabin No.2,
Kolkata, West Bengal -700012
Tel No: 033- 32632021
Email ID: [email protected],
Website: www.worthinv.com
Address of Registrar of Companies
The Company is registered with the Registrar of Companies, West Bengal, Kolkata, situated at the
following address:
Nizam Palace
2nd MSO Building
2nd Floor, 234/4, A.J.C.B. Road
Kolkata - 700020
Tel.: 033-2287 7390 Fax: 033-2290 3795
Email ID: [email protected]
Board of Directors
The Board of Directors comprises of:
Name Category Age Address
Rakesh Kumar Mishra
DIN: 00558379
Executive Director 33 29, 5th Street, Sen
Bagan, Agarpara,
Kolkata, 700101, West
Bengal, India
Suman Pal
DIN: ���������
Non Executive
Independent
Director�
27 23/1 Maharshi Deven
Road ,Kolkata, 700007,
West Bengal, India
Dilip Kumar Shaw
DIN : 02880928
Non Executive
Independent
Director�
32 40, Tara Chand Dutta
Street, Kolkata, 700073,
West Bengal, India
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Company Secretary & Compliance Officer
Anup Pandey
34, C.R.Avenue,
1st Floor, Cabin No.2,
Kolkata, West Bengal -700012
Email ID: [email protected],
Website: www.worthinv.com
Share Transfer Agents:
Maheshwari Datamatics Pvt. Ltd.
6, Mangoe lane, 2nd Floor
Kolkata-700001
Tel.: 22435029/22482248
Email ID: [email protected]
Website: www.mdpl.in
Bankers to the Company
Karnataka Bank
1, Rowdon Street,
Sarojini Naidu Sarani, Park Street,
Kolkata-700017.
Contact No: : 033-22837903/04
Email ID: [email protected]
Website: www.karnatakabank.com
Statutory Auditors
Maroti & Associates
9/12, Lal Bazar Street, Mercantile Building,
3rd Floor, E-Block, Room No-02 , Kolkata, West Bengal -700001
Firm Registration No: 322770E
Contact No: 033 2231 9392/91
Email ID: [email protected]
Eligibility Criterion
The Company is submitting its Information Memorandum, containing information about itself,
making disclosures in line with the disclosure requirement for direct listing, as applicable, to BSE for
making the said Information Memorandum available to public through their website viz.
www.bseindia.com.
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Prohibition by SEBI
The Company, its 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.
Filing
Copies of this Information Memorandum have been filed with BSE in due compliance.
Listing
The Equity Shares of the Company are listed on the Calcutta Stock Exchange. Now the Equity Shares
of the Company shall be admitted for direct listing on BSE Limited (BSE) subject to fulfilment of
listing criteria of direct listing of BSE and also subject to such other terms and conditions as may be
prescribed by BSE at the time of the application by the Company seeking listing.
Demat Credit
The Company has executed Tripartite Agreements with both the depositories i.e. NSDL and CDSL
for admitting its securities in demat form and have allotted ISIN: INE114O01012.
General Disclaimer from the Company
The Company accepts no responsibility for statement made otherwise than in the Information
Memorandum 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 and no selective or
additional information would be available for a section of the investors in any manner.
Disclaimer Clause of BSE
As required, a copy of this Information Memorandum is being submitted to BSE.
The BSE 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 traded or will continue to be traded on the
BSE; 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; and it should not for any reason be
deemed or construed to mean that this Information Memorandum has been cleared or
approved by the BSE. Every person who desires to acquire any securities of this Company
may do so pursuant to independent inquiry, investigation and analysis and shall not have any
claim against the BSE 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.
� Worth Investment & Trading Co. Ltd
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CAPITAL STRUCTURE
Our share capital as of the date of this Information Memorandum is set forth below:
Build up History of Paid-up Capital
Share capital reconciliation Since Incorporation
Date of
Allottment/
Fully paid
up
No. of Equity
Shares
allotted
Face value
(In Rs.)
Issue Price
(In Rs.)
Cumulative
Number
of Equity
Shares
Cumulative
Paid
up Capital
On
Incorporation
(August
16,1980)
700 10 10 700 7000
February
12,1981 29300 10 10 30000 300000
February
20,1981 170000 10 10 200000 2000000
February
28,2013(1) 1400000 10 - 1600000 16000000
October
26,2013(2) 1680000 10 15 3280000 32800000 (1)
Bonus issue in the ratio 7:1 authorized by our shareholders through a resolution passed in the EGM
and through a resolution passed in the board meeting dated February 28, 2013
(2)Allotment of 16,80,000 equity shares as preferential allotment.
Distribution of Shareholding (By Size) as on December 31, 2013
Particulars Shareholders Equity shares
Number % of total Number % of total
Up to 50000 476 94.64 1,45,900 4.45
50001 to 100000 17 3.38 1,222,100 37.26
100001 to 150000 2 .39 2,32,000 7.07
150001 to 200000 0 0 0 0
200001 & 250000 8 1.59 16,80,000 51.22
250001 & Above 0 0 0 0
Total 503 100% 32,80,000 100%
Sr.
No.
Particulars Aggregate Nominal
Value (Rs.)
A Authorised Share Capital:
36,00,000 Equity Shares of Rs. 10/- each 3,60,00,000
B Issued, Subscribed and Paid up Capital
32,80,000 Equity Shares of Rs. 10/- each 3,28,00,000
C Calls in arrear Nil
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Shareholding pattern of the Company as on December 31, 2013
Category
Code
Category of Shareholder
No. of
share-
holders
Total No.
of shares
No. of
shares
held in
demat
form
Total share-
holding as a
percentage of
total number of
shares
Shares pledged or
otherwise
encumbered
As a
% of
(A+
B)
As a
% of
(A+B
+C)
No.
of
share
s
As a %
0
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)=(VIII)/
(IV)x10
(1)(a)Statement showing Shareholding Pattern
Name of the Company: Worth Investment & Trading Limited
Scrip Code: 33045 Name of the scrip: WORINVST Class of security: Equity shares
Shareholding Pattern As on 31.12.13
Partly paid-up shares No. of partly paid-up
shares
As a % of total no. of
partly paid-up shares
As a % of total no. of shares of
the Company
Held by promoter/promoter NIL NA NA
Held by public NIL NA NA
Total - - -
Outstanding convertible
securities
No. of outstanding
securities
As a % of total no. of
outstanding
convertible securities
As a % of total no. of shares of
the company, assuming full
conversion of the convertible
securities
Held by promoter/promoter NIL NA NA
Held by public NIL NA NA
Total - - -
Warrants No. of warrants As a % of total no.
of warrants
As a % of total no. of shares of
the company, assuming full
conversion of warrants
Held by promoter/promoter NIL NA NA
Held by public NIL NA NA
Total - - -
Total Paid up Capital of the
company, assuming full
conversion of warrants and
convertible securities
32,80,000 NA 100.00%
� Worth Investment & Trading Co. Ltd
16
�
(A) Shareholding of Promoter and
Promoter Group2
(1) Indian
(a) Individuals/Hindu Undivided
Family
Nil Nil Nil Nil Nil Nil Nil
(b) Central Government/State
Government(s)
Nil Nil Nil Nil Nil Nil Nil
( c) Bodies Corporate 2 2,32,000 2,32,000 7.0732 7.0732 Nil Nil
(d) Financial Institutions/Banks Nil Nil Nil Nil Nil Nil Nil
(e) Any Other (specify) Nil Nil Nil Nil Nil Nil Nil
Sub-Total (A)(1) 2 2,32,000 2,32,000 7.0732 7.0732 Nil Nil
(2) Foreign Nil Nil Nil Nil Nil Nil Nil
(a) Individuals (Non-Resident
Individuals/Foreign Individuals)
Nil Nil Nil Nil Nil Nil Nil
(b) Bodies Corporate Nil Nil Nil Nil Nil Nil Nil
( c) Institutions Nil Nil Nil Nil Nil Nil Nil
(d) Qualified Foreign Investor Nil Nil Nil Nil Nil Nil Nil
(e) Any Other (specify) Nil Nil Nil Nil Nil Nil Nil
Sub-Total (A)(2) Nil Nil Nil Nil Nil Nil Nil
Total Shareholding of Promoter
and Promoter Group (A)�
=(A)(1)+(A)(2)
2 2,32,000 2,32,000 7.0732 7.0732 Nil Nil
(B) Public shareholding NA NA
(1) Institutions Nil Nil Nil Nil Nil NA NA
(a) Mutual Funds/UTI Nil Nil Nil Nil Nil NA NA
(b) Financial Institutions/Banks Nil Nil Nil Nil Nil NA NA
(c) Central Government/State
Government(s)
Nil Nil Nil Nil Nil NA NA
(d) Venture Capital Funds Nil Nil Nil Nil Nil NA NA
(e) Insurance Companies Nil Nil Nil Nil Nil NA NA
(f) Foreign Institutional Investors Nil Nil Nil Nil Nil NA NA
(g) Foreign Venture Capital Investors Nil Nil Nil Nil Nil NA NA
(h) Qualified Foreign Investor Nil Nil Nil Nil Nil NA NA
(i) Any Other Nil Nil Nil Nil Nil NA NA
Sub-Total (B)(1) Nil Nil Nil Nil Nil NA NA
(2) Non-institutions
(a) Bodies Corporate 8 16,80,000 Nil 51.219 51.2195 NA NA
(b) Individuals- NA NA
I i) Individual shareholders holding
nominal share capital upto Rs.1
lakh.
476 1,45,900 11,800 4.4482 4.4482 NA NA
II ii) Individual shareholders holding
nominal share capital in excess of
Rs.1 lakh.
17 12,22,100 Nil 37.259
1
37.2591 NA NA
� Worth Investment & Trading Co. Ltd
17
�
(c) Qualified Foreign Investor Nil Nil Nil Nil Nil NA NA
(d) Any Other (please specify) Nil Nil Nil Nil Nil NA NA
Sub-Total (B)(2) 501 30,48,000 11,800 92.926
8
92.9268 NA NA
Total Public Shareholding
(B)=(B)(1)+(B)(2)
501 30,48,000 11,800 92.926
8
92.9268 NA NA
TOTAL (A)+(B) 503 32,80,000 2,43,800 100.00 100.0000 Nil Nil
( C) Shares held by Custodians and
against which Depository Receipts
have been issued
(1) Promoter and Promoter Group Nil Nil Nil Nil Nil Nil Nil
(2) Public Nil Nil Nil Nil Nil Nil Nil
Sub-Total ( C ) Nil Nil Nil Nil Nil Nil Nil
GRAND TOTAL
(A)+(B)+(C)
503 32,80,000 2,43,800 100.00 100.00 - -
� Worth Investment & Trading Co. Ltd
18
�
(1) (b) Statement showing holding of securities (including shares, warrants, convertible securities) of persons
belonging to the category " Promoter and Promoter Group"
Sr
.
N
o.
Name of the
shareholder
Details of shares
held
Encumbered shares (*) Details of warrants Details of
convertible
securities
Total shares
(including
underlying
shares
assuming full
conversion of
warrants and
convertible
securities) as
a % of
diluted share
capital
No. of
shares
held
As a %
of grand
total
(A)+(B)+
( C )
No. As a
percen
tage
As a %
of
Grand
total
(A)+(B)+
( C ) of
sub-
clause
(I)(a)
Numbe
r of
warran
ts held
As a %
total
number
of
warrants
of the
same class
Numbe
r of
conver
tible
securiti
es
As a %
total
number
of
converti
ble
securitie
s of the
same
class
(I
) (II) (III) (IV) (V)
(VI)=(
V)/(III)
*100 (VII) (VIII) (IX) (X) (XI) (XII)
1
MUDRA
DEALTRA
DE
PRIVATE
LIMITED 116000 3.5366 NIL NIL NIL NIL NIL NIL NIL 3.5366
2
SANKALP
VINTRADE
PRIVATE
LIMITED 116000 3.5366 NIL NIL NIL NIL NIL NIL NIL 3.5366
Total 232000 7.0732 NIL NIL NIL NIL NIL NIL NIL 7.0732
� Worth Investment & Trading Co. Ltd
19
�
(1)(c)(i) Statement showing holding of securities (including shares, warrants, convertible securities) of
persons belonging to the category "Public" and holding more than 1% of the ( i ) total number of shares
Sr.No. Name of the
shareholder
Number
of
shares
held
Shares as a
percentage
of total
number of
shares (i.e.,
Grand Total
(A)+(B)+ (C
) indicated
in statement
at para (I)
(a) above}
Details of warrants Details of convertible
securities
Total shares
(including
underlying
shares
assuming
full
conversion
of warrants
and
convertible
securities)
as a % of
diluted
share
capital
Numbe
r of
warrant
s held
As a %
total
number of
warrants
of the
same class
Number of
convertible
securities
held
% w.e.t
total
number of
convertible
securities
of the
same class
1
ANUNAY
COMMOSAL
E PRIVATE
LIMITED 210000 6.4024 Nil Nil Nil Nil 6.4024
2
ISHWAR
COMMERCI
AL PRIVATE
LIMITED 210000 6.4024 Nil Nil Nil Nil 6.4024
3
NAYAN
IMPEX
PRIVATE
LIMITED 210000 6.4024 Nil Nil Nil Nil 6.4024
4
NEWEDGE
VINIMAY
PRIVATE
LIMITED 210000 6.4024 Nil Nil Nil Nil 6.4024
5
SILVERSON
TRADELINK
S PRIVATE
LIMITED 210000 6.4024 Nil Nil Nil Nil 6.4024
6
SWIFT
DEALMARK
PRIVATE
LIMITED 210000 6.4024 Nil Nil Nil Nil 6.4024
7
UNICON
TIE-UP
PRIVATE 210000 6.4024 Nil Nil Nil Nil 6.4024
� Worth Investment & Trading Co. Ltd
20
�
LIMITED
8
VEDANT
COMMERCI
AL PRIVATE
LIMITED 210000 6.4024 Nil Nil Nil Nil 6.4024
9
BAJRANGIL
AL
SHRIVASTA
VA 78400 2.3902 Nil Nil Nil Nil 2.3902
10
SHASHI
KANT MODI 78400 2.3902 Nil Nil Nil Nil 2.3902
11
MONIKA
JAIN 78400 2.3902 Nil Nil Nil Nil 2.3902
12
KUMUD
PATODIA 78400 2.3902 Nil Nil Nil Nil 2.3902
13
PROVA
JEWRAJKA 78400 2.3902 Nil Nil Nil Nil 2.3902
14
SHYAMA
CHARAN
KUMAR 78400 2.3902 Nil Nil Nil Nil 2.3902
15
JAGDISH
AGARWAL 78400 2.3902 Nil Nil Nil Nil 2.3902
16
ANANT
KASERA 76000 2.3171 Nil Nil Nil Nil 2.3171
17
RAMA
PRASAD
JHA 76000 2.3171 Nil Nil Nil Nil 2.3171
18
PANKAJ
KUMAR
MODI 76000 2.3171 Nil Nil Nil Nil 2.3171
19
ROHIT
KUMAR
MODI 74400 2.2683 Nil Nil Nil Nil 2.2683
20
BAIDYA
NATH
PODDAR 69300 2.1128 Nil Nil Nil Nil 2.1128
21
SUBIR
BANERJEE 68600 2.0915 Nil Nil Nil Nil 2.0915
22
TEJ
NARAYAN
JHA 67900 2.0701 Nil Nil Nil Nil 2.0701
23
HAL
MATHEW
JACKSON 66500 2.0274 Nil Nil Nil Nil 2.0274
24
DILIP
KUMAR
SHAW 60000 1.8293 Nil Nil Nil Nil 1.8293
25 BIMAL DAS 38600 1.1768 Nil Nil Nil Nil 1.1768
Total 2902100 88.4787 Nil Nil Nil Nil 88.4787
� Worth Investment & Trading Co. Ltd
21
�
(1)(c)(ii) Statement showing holding of securities (including shares, warrants, convertible securities) of
persons (together with PAC) belonging to the category "Public" and holding ( ii ) more than 5% of the
total number of shares of the company
Sr.No. Name(s) of the
shareholders(s)
and the persons
Acting in
concert (PAC)
with them
Number
of
shares
Shares as a
percentage
of total
number of
shares (i.e.,
Grand
Total
(A)+(B)+
(C )
indicated in
statement
at para (I)
(a) above}
Details of warrants Details of convertible
securities
Total shares
(including
underlying
shares
assuming
full
conversion
of warrants
and
convertible
securities)
as a % of
diluted
share
capital Number
of
warrants
As a %
total
number of
warrants
of the
same class
Number of
convertible
securities
held
% w.e.t
total
number of
convertible
securities
of the
same class
1
ANUNAY
COMMOSALE
PRIVATE
LIMITED 210000 6.4024 Nil Nil Nil Nil 6.4024
2
ISHWAR
COMMERCIAL
PRIVATE
LIMITED 210000 6.4024 Nil Nil Nil Nil 6.4024
3
NAYAN
IMPEX
PRIVATE
LIMITED 210000 6.4024 Nil Nil Nil Nil 6.4024
4
NEWEDGE
VINIMAY
PRIVATE
LIMITED 210000 6.4024 Nil Nil Nil Nil 6.4024
5
SILVERSON
TRADELINKS
PRIVATE
LIMITED 210000 6.4024 Nil Nil Nil Nil 6.4024
6
SWIFT
DEALMARK
PRIVATE
LIMITED 210000 6.4024 Nil Nil Nil Nil 6.4024
7
UNICON TIE-
UP PRIVATE
LIMITED 210000 6.4024 Nil Nil Nil Nil 6.4024
8
VEDANT
COMMERCIAL 210000 6.4024 Nil Nil Nil Nil 6.4024
� Worth Investment & Trading Co. Ltd
22
�
PRIVATE
LIMITED
Total 1680000 51.2195 Nil Nil Nil Nil 51.2195
(1) (d) Statement showing details of locked-in shares
Sr.No. Name of the shareholder Category of
shareholder
(promoters/public)
Number of locked-in
shares
Locked-in
shares as a
percentage of
total number of
shares (i.e.,
Grand Total
(A)+(B)+( C )
indicated in
statement at
para (I)(a)
above)
1
ANUNAY COMMOSALE PRIVATE
LIMITED Public 210000 6.4024
2
ISHWAR COMMERCIAL PRIVATE
LIMITED Public 210000 6.4024
3 NAYAN IMPEX PRIVATE LIMITED Public 210000 6.4024
4
NEWEDGE VINIMAY PRIVATE
LIMITED Public 210000 6.4024
5
SILVERSON TRADELINKS PRIVATE
LIMITED Public 210000 6.4024
6
SWIFT DEALMARK PRIVATE
LIMITED Public 210000 6.4024
7 UNICON TIE-UP PRIVATE LIMITED Public 210000 6.4024
8
VEDANT COMMERCIAL PRIVATE
LIMITED Public 210000 6.4024
TOTAL 1680000 51.2195
(II) (a) Statement showing details of Depository receipts (DRs)
Sr.No. Type of
outstanding DR
(ADRs, GDRs,
SDRs, etc.,)
Number of
outstanding DRs
Number of shares
underlying
outstanding DRs
Shares underlying outstanding DRs as a
percentage of total number of shares (i.e.,
Grand Total (A)+(B)+( C ) indicated in
statement as para (I)(a) abobe)
NIL
� Worth Investment & Trading Co. Ltd
23
�
(II) (b) Statement showing Holding of Depository Receipts (DRs), where underlying shares held by
'promoter / promoter group' are in excess of 1% of the total number of shares
Sr.No. Number of the
DR Holder
Type of
outstanding DR
(ADRs, GDRs,
SDRs, etc.)
Number of shares
underlying
outstanding DRs
Shares underlying outstanding DRs as a
percentage of total number of shares (i.e.,
Grand Total (A)+(B)+( C ) indicated in
statement as para (I)(a) above)
NIL
List of Top 10 Shareholders as on December 31, 2013
Sr.
No.
Name of the Shareholder No. of Shares %
1 Anunay Commosale Private Limited 2,10,000.00 6.4024
2 Ishwar Commercial Private Limited 2,10,000.00 6.4024
3 Nayan Impex Private Limited 2,10,000.00 6.4024
4 Newedge Vinimay Private Limited 2,10,000.00 6.4024
5 Silverson Tradelinks Private Limited 2,10,000.00 6.4024
6 Swift Dealmark Private Limited 2,10,000.00 6.4024
7 Unicon Tie-Up Private Limited 2,10,000.00 6.4024
8 Vedant Commercial Private Limited 2,10,000.00 6.4024
9 Mudra Dealtrade Private Limited 1,16,000.00 3.5366
10 Sankalp Vintrade Private Limited 1,16,000.00 3.5366
TOTAL 19,12,000.00 58.29
� Worth Investment & Trading Co. Ltd
24
�
Disclosures:
1. No dividend has been paid during the last 10 years.
2. The Company has issued bonus shares in the ratio of 7:1 authorised by our shareholders
through a resolution passed in the EGM and through a resolution passed in the board meeting
dated February 28, 2013
3. The Company has not entered into any 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).
4. No commission, brokerage, discount or other special terms including an option for the issue
of any kind of securities has been granted to any person.
5. There are no outstanding warrants which are pending for conversion.
� Worth Investment & Trading Co. Ltd
25
�
SECTION V - ABOUT THE COMPANY
OUR HISTORY AND CERTAIN CORPORATE MATTERS
The Company was incorporated on 16th day of August 1980 under the Companies Act, 1956 as
“Worth Investment & Trading Co. Limited” in the state of West Bengal. The company got its
certificate of commencement of business on 23rd of August 1980. The Corporate Identification
Number (CIN) of the Company is L67120WB1980PLC032932.
The Company is registered as a Non-Banking Finance Company with Reserve Bank of India and is
mainly engaged in financing and investments as its principal business. The Equity shares of the
Company are listed on Calcutta Stock Exchange. The Company is managed by a Board of Directors
consisting directors having sound knowledge and skills of financing and accounting.
Situation of Registered Office
Registered office of the Company is situated at 34, C.R. Avenue, 1st Floor, Cabin No.2, Kolkata, West
Bengal -700012.
Main Objects of the Company
• To subscribe for, underwrite, acquire, hold, sell and otherwise dispose of shares, stocks,
debentures, bonds, mortgages, obligations and securities of any kinds issued or guaranteed by any
company (body corporate or undertaking) of whatever nature and wheresoever constituted to
carry on business of shares, stocks, debentures, bonds, mortgages, obligations and securities or
guaranteed by any Government, sovereign ruler, commissioners, trust, municipal, local or other
authority or body of whatever nature, whether in India or elsewhere, and to promote any company
or companies for the purpose of acquiring all or any of the property rights and liabilities of this
company or for any other purpose which may directly or indirectly be calculated to benefit this
Company.
• To invest, subscribe for, acquire, buy, sell, underwrite, vary, transfer, hypothecate, or otherwise,
dispose of any shares, stocks, debentures, whether perpetual or redeemable, bonds, certificates,
securities, properties, of any other company including securities of any Government, Local
authority and to receive money, deposits or interest or otherwise and to lend money and negotiate
loans with or without security to such companies, firms or persons and on such terms as may
seem expedient and to guarantee the performance of contracts by any person companies or firms
and to carry on the business of financing industrial enterprises not amounting to banking within
the meaning of the Banking Companies Act.
• To draw, accept, endorse, discount, buy, sell and deal in bills of exchange, hundies, promissory
notes and other negotiable instruments and securities and to give guarantee for payment of money
or performance of any obligation or undertaking and to undertake and execute any trust and
generally to carry on and undertake any business, undertaking, transaction or operation commonly
carried on or undertaken by investors, financiers, promoters, guarantors, guarantee brokers,
underwriters and trustees, provided that the company shall not carry on the business of Banking or
Insurance as defined in the relative Banking Companies and the Insurance Acts.
� Worth Investment & Trading Co. Ltd
26
�
• To purchase, acquire, buy, sell, for purposes of investment or resale and to traffic and speculate in
land, building, workshop, factories, of any kind, tenure and any interest therein and to acquire,
sell, letout, speculate and deal in free holds and lease holds and to make advances upon the
hypothecation, mortgage or security of land or house, or other property of any description or any
interest therein, and generally to deal in, traffic and speculate by way of sale, lease, exchange, or
otherwise with land and house property and any other property of any description whether real or
personal, moveable or immoveable, and to lay out, develop, construct, build, erect, demolish, re-
erect, alter, repairs, re-model or to do any other work in connection with any land, building or
buildings and to turn the same into account, develop the same and dispose off or maintain the sane
and to build townships, markets, and let out or to deal with the same or any part thereof in any
manner whatsoever.
• To carry on business as financiers, concessionaries and merchants and to undertake and carry out
and execute all kinds of financial, commercial and other operations and to carry out any other
business (except insurance and banking business) which may seem to be capable of being
conveniently carried on in connection with any of the aforesaid objects or calculated directly or
indirectly to enhance the value of or facilitate the realisation or render profitable any of the
Company’s property or rights.
• To establish, build, acquire by purchase, sell, take on lease, hire or otherwise acquire on such
terms and conditions as may be thought fit and proper, any work, factory, workshop, plantation,
and mill maintain and run the same for the purpose of carrying on the business of textile goods,
jute goods, woollen goods, engineering goods, cotton goods, flax, kapas, Cement, Tea,
Chemicals, Papers, Rayon Silk, Vegetable and other oils, cotton seeds, hemp, machinery of
various types, tools, spare parts and/or any other kind of products which may be thought to be
lucrative, And to process, buy, sell, import, export, pledge, speculate, enter into forward
transactions or otherwise deal in the above mentioned goods and products.
Major events
Year Event
1980 Incorporation of the Company.
2013 Issue of bonus shares in the ratio of 7:1
Various registrations / licenses / permissions
The Company is registered as a Non-Deposit taking NBFC with Reserve Bank of India.
Particulars Reg. Number Status as on date
NBFC Registration B - 05.03383 Active
Subsidiaries
The Company does not have any subsidiaries and company is not subsidiary of any company as on
date of this Information Memorandum.
� Worth Investment & Trading Co. Ltd
27
�
OUR MANAGEMENT
The following table sets forth details of our Board as on the date of this Information Memorandum:
Brief Profiles of the Directors
Brief Profiles of the Directors
Mr.Rakesh Kumar Mishra, Executive Director
Mr. Rakesh Kumar Mishra is the Director of the Company. He is a commerce graduate and possesses
experience of over 8 years in the field of Capital Market, Financial Sector, and Business Strategy. Mr.
Rakesh Kumar Mishra is associated with the company as director since 18/07/11.
Mr. Suman Pal, Independent Director
Mr. Suman Pal is a commerce graduate and having experience over six years in capital market and
business development . He possesses sound knowledge of capital market and Financial sector .
Name Age
(Years)
Date of
Appointment
as Director
Address
Rakesh Kumar Mishra
Executive Director
Nationality : Indian
PAN: AKHPM9420H
DIN: 00558379
33 18/07/2011 29, 5th Street, Sen Bagan,
Agarpara, Kolkata, 700101,
West Bengal, India
Suman Pal
Non Executive Independent
Director
Nationality : Indian
PAN: CNNPP9801L
DIN: 06814041
27 15/05/2014 23/1,Maharashi Deven Road,
Kolkata – 700007, West
Bengal, India
Dilip Kumar Shaw
Non Executive Independent
Director
Nationality : Indian
PAN: CHCPS8034D
DIN: 02880928
32 01/03/2011 40, Tara Chand Dutta Street,,
Kolkata, 700073, West Bengal,
India
� Worth Investment & Trading Co. Ltd
28
�
Mr. Dilip Kumar Shaw, Independent Director
Mr. Dilip Kumar Shaw has been associated with the Company as Director since 2011. A Commerce
graduate and having experience of over 10 years in the field of Company Law Matters, Business
Advisory Services has contributed to the growth of the Company. With his extensive business
contacts and experience, he has contributed to the growth of the Company.
OUR PROMOTERS
Sankalp Vintrade Private Limited & Mudra Dealtrade Private Limited are the Promoters of the
Company. Promoters’ shareholding is 7.07 %, held in dematerialised form of total shareholding of the
Company.
CORPORATE GOVERNANCE REPORT
1. The Company’s Philosophy on Corporate Governance
The Company’s philosophy on Corporate Governance envisages the attainment of the highest levels
of transparency, accountability and in all its interaction with its shareholders, the government, and the
society. The Company has implemented and is improving the Corporate Governance with the
objective of fulfilling shareholders expectation in so far as it caters to all interests. As an integral part
of business ethics your Company continues to follow the practices in line with the code of Corporate
Governance enshrined in the listing agreement.
The company has adopted Code of Conduct for its employees including the Executive and Non-
Executive Directors. The Code for Prevention of Insider Trading has also been adopted. The
Company is in compliance with the requirements of Guidelines of Corporate Governance stipulated
under Clause 49 of the Listing Agreement with Stock Exchanges.
2. Board Of Directors
The Company’s Board of Directors consists of 3 directors. Out of them, 1 is executive director and 2
are non-executive independent directors. The composition is in compliance with the requirements
stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges.
None of the Directors of the Company is a Member of more than 10 Committees or Chairman of more
than 5 Committees across the Companies in which they hold Directorships.
The name and category of the Directors on the Board, the number of Directorships and committee
Chairmanship/Membership held by them in Audit and Investor Grievance Committee is given below:
� Worth Investment & Trading Co. Ltd
29
�
Name &
DIN
Category No. of Board
Meeting Attended
during 2012-2013
Atten-
ded
last
AGM
No. of
Direct
orship
s in
the
Public
Limite
d
Comp
anies
No. of Committee
positions held in other
companies
Numb
er of
shares
held
as on
31st
Marc
h 2013
Held Attended Chairman Member
Dilip
Kumar
Shaw
02880928
Non-
Executive
Independe
nt
Director
9
9
YES
5 Nil Nil Nil
Rakesh
Kumar
Mishra
00558379
Executive
Director
9
9
YES
3 Nil Nil Nil
Manoj
Kumar
Pandit*
01630651
Non-
Executive
Independe
nt
Director
9
9
YES
3 Nil Nil Nil
• Resigned with effect from 15th May 2014
Code of Conduct
The company has adopted Code of Conduct for all Employees and has received compliance from
them for the year ended 31st March 2013. The Codes are available on the Company’s Website. The
Code is named as Code of Conduct for The Board of Directors and Senior Management and is framed
in terms of Clause 49 of the Listing Agreement with the Stock Exchanges.
3. Audit Committee
The Audit Committee of the Company is constituted as per the provisions of Clause 49 of the Listing
Agreement with Stock Exchanges read with Section 292A of the Companies Act, 1956. The
committee comprises: 1 Executive director and 2 Non- Executive directors.
The Audit Committee held discussions with the Statutory Auditor regarding the Company’s accounts,
its internal control systems and reviewed the reports of Statutory Auditor.
The company secretary acts as secretary of audit committee. The Minutes are submitted to the Board
of Directors for reference.
Composition of audit committee as on 15th March 2014 is as under :
� Worth Investment & Trading Co. Ltd
30
�
Name of the
Director
Category
Dilip Kumar Shaw Chairman & Non-Executive Independent Director
Rakesh Kumar Mishra Member & Executive Director
Suman Pal Member & Non-Executive Independent Director
The member of the Audit Committee has requisite financial, legal & management expertise. The
chairman of Audit Committee briefs the Board about deliberations at the Audit Committee meetings.
4. Shareholder/Investor Grievance Committee
The Board has constituted this Committee for redressal of complaints made by Investors. The
company secretary is secretary of committee. The composition of the Committee as on 15h May 2014
is as under
Name of the Director Category
Suman Pal Chairman & Non-Executive Independent Director
Rakesh Kumar Mishra Member & Executive Director
Dilip Kumar Shaw Member & Non-Executive Independent Director
5. Remuneration Committee
Setting up of remuneration committee is non-mandatory as per clause 49. The remuneration
committee of the company determines the remuneration payable to Executive Director.
The company secretary is secretary of the committee.
The composition of remuneration committee as on 15th May 2014 is as under :
Name of the Director Category
Dilip Kumar Shaw Chairman & Non-Executive Independent Director
Suman Pal Member & Non-Executive Independent Director
� Worth Investment & Trading Co. Ltd
31
�
6. Disclosures
• The Company has not entered into any transaction of material nature with any related party as
described under the listing agreement entered into with the stock exchange that may have
potential conflict with the interests of the Company at large.
• There was no significant instance of non-compliance on any matter in respect of which
penalties was imposed by the Stock Exchange or SEBI or any other statutory authority during
the last three years.) or any other statutory authority on any matters related to capital markets.
• Non-mandatory requirements of corporate governance have not been adopted.
7. General Shareholder Information
a. Date of AGM: The AGM was held on 24th
day of August, 2013 at 11:30 A.M at the
registered office of the Company situated at 34, C.R. Avenue 1st Floor, Cabin No.2, Kolkata-
700012
b. Dividend payment date: Not applicable since no dividend has been proposed/declared.
c. Name of the Stock Exchange where listed: The Calcutta Stock Exchange Ltd, Scrip Code:
33045
d. Stock Market Data: In absence of regular trading, stock market data are not available on
regular basis.
e. Distribution of shareholding (by size) as on December 31, 2013
Particulars Shareholders Equity shares
Number % of total Number % of total
Up to 50000 476 94.64 1,45,900 4.45
50001 to 100000 17 3.38 1,222,100 37.26
100001 to 150000 2 .39 2,32,000 7.07
150001 to 200000 0 0 0 0
200001 & 250000 8 1.59 16,80,000 51.22
250001 & Above 0 0 0 0
Total 503 100% 32,80,000 100%
The Company has paid annual Listing Fees to Calcutta stock Exchange.
Registrar & Share Transfer Agent:
M/s MAHESHWARI DATAMATICS PVT LTD
6, Mango lane, 2nd Floor
Kolkata-700001
Ph. No. 22435029/5809
Email: [email protected]
ISIN No. in NSDL and CDSL for equity shares: The Company has got connectivity with both
NSDL and CDSL. The ISIN No. is INE114O01012.
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Address for Correspondence:
Worth Investment & Trading Co. Limited
34,C.R.AVENUE,
1st FLOOR Cabin No.2, Kolkata-700013
Tele Fax: 033- 32632021
Email: [email protected]
Website: www.worthinv.com
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MANAGEMENT DISCUSSION AND ANALYSIS
Business Environment
Industry Overview, Risks and Concerns
Worth Investment & Trading Limited is registered as Non- Banking Financial Company (NBFC) with
Reserve Bank of India and is mainly engaged in financing and investments as its principal business. It
also Invest in equities through the secondary markets and in debt instruments of varying maturities
through mutual funds. In addition, Worth also looks for investment opportunities where it can acquire
a strategic stake into other business.
Performance review
The management is pleased to report that company’s business plan is progressing as per the
management’s satisfaction. Details shall be made at the appropriate time.
Regulatory
The Reserve Bank of India (RBI) has been continually strengthening the supervisory framework from
NBFCs in order to ensure sound and healthy functioning and avoid excessive risk taking. In
furtherance of these objectives, RBI issued new guidelines during past years:
1. Know your customer guidelines- Anti Money laundering Standards
2. Guidelines on classification, monitoring and reporting of frauds
3. Guidelines on Securitisation of Standards Assets
Cautionary Note
Certain statements in “Management Discussions and Analysis” section may be forward looking and
are stated as required by law and regulations. Many factors, both external and internal, may affect
the actual results which could be different from what the Directors envisage in terms of performance
and outlook.
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SECTION VI - FINANCIAL INFORMATION
INDEPENDENT AUDITORS' REPORT
To The Members
Worth Investment & Trading Co. Ltd
Report on the Financial Statements
We have audited the accompanying financial statements of Worth Investment & Trading Co. Ltd,
which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and
Cash Flow Statement for the year then ended, and a summary of significant accounting policies and
other explanatory information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial statements that give a true and fair
view of the financial position, financial performance and cash flows of the Company in accordance
with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act,
1956. This responsibility includes the design, implementation and maintenance of internal control
relevant to the preparation and presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free from
material misstatement. An audit involves performing procedures to obtain audit evidence about the
amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the financial statements,
whether due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the Company’s preparation and fair presentation of the financial statements in order to
design audit procedures that are appropriate in the circumstances. An audit also includes evaluating
the appropriateness of accounting policies used and the reasonableness of the accounting estimates
made by management, as well as evaluating the overall presentation of the financial statements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
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Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
financial statements give the information required by the Act in the manner so required and give a true
and fair view in conformity with the accounting principles generally accepted in India:
a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;
b) In the case of the statement of Profit and Loss, of the Profit for the year ended on that date;
and
c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government
of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a. We have obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit;
b. In our opinion proper books of account as required by law have been kept by the
Company so far as appears from our examination of those books and proper returns
adequate for the purposes of our audit have been received from branches not visited by
us;
c. The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by
this Report are in agreement with the books of account and with the returns received from
branches not visited by us;
d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement
comply with the Accounting Standards referred to in subsection (3C) of section 211 of the
Companies Act, 1956;
e. On the basis of written representations received from the directors as on March 31, 2013,
and taken on record by the Board of Directors, none of the directors is disqualified as on
March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section
(1) of section 274 of the Companies Act, 1956.
For MAROTI & ASSOCIATES
Chartered Accountants
M. K. MAROTI
(Proprietor)
Date: May 30, 2013 (M.NO:057073)
Place: Kolkata (FIRM REG NO: 322770E)
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ANNEXURES TO THE INDEPENDENT AUDITORS' REPORT
Referred to in paragraph 3 of our Report of even date on the Accounts for the year ended on
31.03.2013
1. The company did not possess any fixed assets during the year. Therefore, provisions of clauses
4(i)(a) to 4(i)(c) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the
company.
2. The company did not possess any inventories during the year. Therefore, provisions of clauses
4(ii)(a) to 4(ii)(c) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the
company.
3. a) The Company has not granted unsecured loans to parties covered in the Register maintained
under Sec 301 of the Companies Act. Hence clause 4 (III) (b) (c) and (d) are not applicable.
b) The Company has not taken unsecured Loan from Party covered in the Register maintained
under Sec 301 of the Act Hence clause 4(III) (f) and (g) are not applicable.
4. In our opinion and according to the information and explanations given to us, there are adequate
internal control procedures commensurate with the size of the Company and the nature of its
business. Further on the basis of our examinations and according to the information and
explanations given to us we have neither come across nor have we been informed of any instance
of major weakness in the aforesaid internal control systems.
5. a) In our opinion and according to the information and explanations given to us we are of the
opinion that the transactions in which Directors are interested as contemplated under Sec 299 of
the Companies Act, 1956 and which required to be so entered in the register maintained under Sec
301 of the said Act, have been so entered.
b) In our opinion and according to the information and explanations given to us the Company
has not entered into any transaction made in pursuance of contracts or arrangements entered in
the Register maintained under Sec 301 of the Companies Act 1956 exceeding Rs 5,00,000 / or
more in respect of any party . Accordingly Paragraph (V) (b) of the order is not applicable.
6. The Company has not accepted any deposits from the public. In our opinion and according to the
information and explanations given to us the directives issued by the Reserve Bank of India and
the provisions of sections 58A, 58AA or any other relevant provisions of the Act and the rules
framed there under, to the extent applicable have been complied with.
7. In our opinion, the company has an internal audit system commensurate with the size and nature
of its business.
8. According to the information and explanations given to us, the Central Government has not
prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of
the Companies Act, 1956 in respect of services carried out by the Company.
9. a) According to the records examined by us, the company is regular in depositing with appropriate
authorities undisputed Income Tax Wealth Tax, Service Tax, Cess and other statutory dues
applicable to it.
As informed to us provisions relating to Custom Duty, Excise Duty, Investor Education
Protection Fund, Provident Fund, Employees State Insurance, Sales Tax, are not applicable to it.
b) According to the information and explanations given to us, no undisputed amounts payable in
respect of Income Tax Wealth Tax, Service Tax, Cess and other statutory dues were outstanding
at the year end for a period of more than Six Months from the date they became payable.
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As informed to us provisions relating to Custom Duty, Excise Duty, Investor Education
Protection Fund, Provident Fund, Employees State Insurance, Sales Tax, are not applicable to it.
10. The Company does not have any accumulated losses at the end of the Financial Year. Further it
has not incurred any cash losses during the financial year ended on that date and in the
immediately preceding financial year.
11. Based on our audit procedures and as per the information and explanations given by the
management, the company has not defaulted in repayment of dues to financial institutions or
bank. There were no outstanding debentures during the year.
12. According to the information and explanations given to us and based on the documents and
records produced to us, the company has not granted loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.
13. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore,
the provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 are not
applicable to the Company.
14. In respect of dealing / trading in shares in our opinion and according to the information and
explanations given to us proper records have been maintained of the transactions and contracts
and timely entries have been made therein in. The shares have been held by the Company in its
own name.
15. According to the information and explanations given to us, the company has not given any
guarantee for loans taken by others from bank or financial institutions.
16. The Company has not obtained any term loans. Accordingly clause 4(xvi) of the Order is not
applicable.
17. According to the information and explanations given to us and on the basis of an overall
examination of the balance sheet of the Company, we report that the Company has not utilized
any funds raised on short term basis for long term investments.
18. The Company has not made any preferential allotment of shares to parties and companies covered
in the register maintained under section301 of the Act. Accordingly, clause 4(xviii) of the order is
not applicable.
19. The Company did not have any outstanding debentures during the year. Accordingly, clause
4(xix) of the order is not applicable.
20. The Company has not raised any money by public issues during the year. Accordingly, clause
4(xx) of the order is not applicable.
21. Based upon audit procedures performed for the purposes of reporting the true and fair view of the
financial statements and as per the information and explanation given by the management, we
report that no fraud on or by the company has been noticed or reported by the management during
the year under audit.
For MAROTI & ASSOCIATES
Chartered Accountants
M. K. MAROTI
(Proprietor)
Date: May 30, 2013 (M.NO:057073)
Place: Kolkata (FIRM REG NO: 322770E)
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FINANCIAL STATEMENTS
Balance Sheet As At 31st March, 2013
(Figures in Rs.)
Particulars Note As at 31st March, 2013 As at 31st March, 2012
EQUITY & LIABILITIES
Shareholders' Funds
(a) Share Capital 2 1,60,00,000 20,00,000
(b) Reserves & Surplus 3 37,96,739 1,97,96,739 1,75,57,059 1,95,57,059
Current Liabilities
(a) Trade Payables 4 75,22,472 22,060
(b) Other Current Liabilities 5 - 1,00,000
(c) Short-term Provisions 6 42,015 75,64,487 - 1,22,060
TOTAL 2,73,61,226 1,96,79,119
ASSETS
Non-Current Assets
(a) Non-Current Investments 7 11,00,000 1,81,00,000
(b) Other Non-current Assets 8 85,655 11,85,655 - 1,81,00,000
Current Assets
(a) Trade receivables 9 80,62,500 7,50,385
(b) Cash and Cash equivalents 10 6,83,561 6,81,534
(c) Short-term Loans and
Advances
11 1,74,00,958 1,47,200
(d) Other Current Assets 12 28,522 2,61,75,571 - 15,79,119
TOTAL 2,73,61,226 1,96,79,119
Significant Accounting Policies 1
Notes to Accounts 20
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Statement of Profit and Loss for the year ended 31st March 2013
(Figures in Rs.)
Particulars Note Year ended Year ended
31st March, 2013 31st March, 2012
I. Revenue from Operations
Sale of Shares 8,223,715 39,524
Other Operating Revenue 13 834,110 749,258
II. Other Income 14 1,300 554,135
III. Total Revenue (I + II) 9,059,125 1,342,917
IV. Expenses:
(a) Purchase of Shares 83,63,583 -
(b) Changes In Inventories Of Stock In
Trade 15 - 111,604
(c) Employee Benefits Expense 16 50,000 -
(d) Other expenses 17 2,66,120 146,506
Total expenses 8,679,703 258,110
V.
Profit before Exceptional Items and Tax (III
- IV)
3,79,422
1,084,807
VI. Exceptional Items 18 - 795,349
VII.
Profit before Tax (V - VI)
3,79,422
2,89,458
X.
Tax Expenses
(a) Current Tax 139,742 261,927
(b) Deferred Tax - -
XV. Profit/(Loss) for the Period (VII - VIII) 239,680 27,531
XVI.
Earning per Equity Share ( nominal value
of share Rs.10/- each) 19
(a) Basic 0.74 0.14
(b) Diluted 0.74 0.14
Significant Accounting Policies 1
Notes to Accounts 20
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Cash Flow Statement for the year ended 31st March 2013
(Figures in Rs.)
Particulars Year ended
31st March, 2013 31st March, 2012
Cash flow from operating activities
Profit before tax 3,79,422 2,89,458
Adjustments for: - -
Less: (Profit)/Loss on sale of investments - 3,16,194
Add: Contingency provision for standard assets 42,015 -
Add: Preliminary expenses written off 28,552 -
Operating profit before working capital changes 4,49,989 6,05,652
Movements in working capital : - -
(Increase)/ decrease in inventories - 1,11,604
(Increase)/ decrease in short term loans & advances (1,73,11,124) -
(Increase)/decrease in trade receivables (73,12,115) (7,50,385)
Increase/(decrease) in trade payables 75,00,412 16,536
Increase/ (decrease) in advances and other liabilities (1,00,000) 1,00,000
Cash generated from / (used in) operations (1,67,72,838) 83,407
Direct taxes paid/Adjusted (net of refunds) (82,376) -
Net Cash flow from / (used in) operating activities (A) (1,68,55,214) 83,407
Cash flow from investing activities - -
Proceeds from sale/ (purchase) of non-current investments
(Net) 1,70,00,000 (9,44,625)
Profit/(Loss) on sale of investments - -
Net Cash flow from / (used in) investing activities (B) - (3,16,194)
Cash flow from / (used in) financing activities 1,70,00,000 (12,60,819)
Preliminary Expenses (1,42,759) -
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Net Cash flow from / (used in) financing activities (c) (1,42,759) -
Net increase/(decrease) in cash and cash equivalents
(A+B+C) 2,027 (11,77,412)
Cash and cash equivalents at the beginning of the year 6,81,534 18,58,946
Cash and cash equivalents at the end of the year 683,561 681,534
As per our report of even date
For MAROTI & ASSOCIATES For and on behalf of the Board
Firm Registration No.: 322770E Dilip Kr Shaw
Chartered Accountants Director
Rakesh Kr Mishra
Director
M. K. MAROTI Proprietor
M. No. 057073
9/12, Lal Bazar Street, "E" Block, 3rd Floor
Room No.2, Kolkata - 700 001
Dated : The 30th day of May, 2013
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Notes to the financial statements for the year ended 31st March, 2013
1. Significant Accounting Policies
1.1 Basis of Preparation of Financial Statements
The Financial Statements have been prepared in confirmity with generally accepted accounting
principles to comply with the notified accounting standards under the Companies (Accounting
Standard) Rules, 2006 and the guidelines issued by the Reserve Bank of India as applicable to a
Non-banking Finance Company. The financial statements have been prepared under the historical
cost convention and in accordance with the provisions of the Companies Act, 1956.
1.2 Revenue Recognistion
Income and expenditure are accounted for on accrual basis . Interest income is recognized on a
time proportion basis taking into account the amount outstanding and the rate applicable. Dividend
income is recognized when the shareholder’s right to receive payment is established by the balance
sheet date.
1.3 Investments
Long-term Investments are carried at acquisition cost. Investments intended to be held for less than
one year are classified as 'Current Investments' and carried at lower of cost and net realizable
value. Provision for diminution in value is made if the decline in value is other than temporary in
nature in the opinion of the management.
1.4 Taxes on Income
Provision for Income Tax is made on the basis of estimated taxable income for the period at
current rates. Tax expense comprises both Current Tax and Deferred Tax at the applicable
enacted or substantively enacted rates. Current Tax represents the amount of Income Tax
payable/ recoverable in respect of taxable income/ loss for the reporting period. Deferred Tax
represents the effect of timing difference between taxable income and accounting income for the
reporting period that originates in one year and are capable of reversal in one or more subsequent
years.
1.5 Provisions, Contingent Liabilities and Contingent Assets
Provisions involving substantial degree of estimation in measurement are recognised when there
is a present obligation as a result of past events and it is probable that there will be an outflow of
resources. Contingent Liabilities are not recognised but are disclosed in the Notes. Contingent
Assets are neither recognised nor disclosed in the financial statements.
1.6 Inventories
Inventories of shares are valued at cost computed on FIFO Basis or fair value, which ever is lower.
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1.7 Provisions, Contingent Liabilities and Contingent Assets
(A) Earnings per share is calculated by dividing the net profit or loss for the year attributable to
equity shareholders, by the weighted average number of equity shares outstanding during the
year.
(B) For the purpose of calculating diluted earnings per share, the net profit or loss for the year
attributable to equity shareholders and weighted average number of shares outstanding during the
year is adjusted for the effects of all dilutive potential equity shares.
2. Share Capital
a) Capital Structure 31 March, 2013
Rs.
31 March, 2012
Rs.
Authorised
16,00,000 Equity Shares of Rs. 10/- each 16,000,000 2,000,000
(Previous year - 2,00,000 Equity Shares of Rs. 10/- each.)
TOTAL 16,000,000 2,000,000
Issued, Subscribed and Fully Paid Up
16,00,000 Equity Shares of Rs. 10/- each. 16,000,000 2,000,000
Previous year - 2,00,000 Equity Shares of Rs. 10/- each.)
TOTAL 16,000,000 2,000,000
b) 14,00,000 Shares were alloted as Fully Paid-up Bonus Shares in the ratio of 7:1 by way of
capitalisation of Reserves.
c) Share Capital Reconciliation
Equity Shares 31 March 2013 31 March 2012
Nos. Amount Nos. Amount
Opening balance 200,000 2,000,000 200,000
2,000,000
Issued during the period 1,400,000 14,000,000 - -
Closing Balance 16,000,000 16,000,000 200,000
2,000,000
e) Particulars of Equity Shareholders holding more than 5% Shares at Balance Sheet date
Name of Shareholder 31 March 2013 31 March 2012
No. of shares % holding No. of shares % holding
Sankalp Vintrade Pvt Ltd 116,000 7.25% 14,500 7.25%
Mudra Dealtrade Pvt Ltd 116,000 7.25% 14,500 7.25%
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f) Terms/rights attached to equity shares
The Company has only one class of equity shares having a par value of Rs. 10/- each. Each
holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of
Directors, if any, is subject to the approval of the shareholders in the subsequent Annual General
Meeting. In the event of liquidation of the Company, the holder of equity shares will be entitled
to receive remaining assets of the Company after distributions of all preferential amount. The
distributions will be in proportion to the number of equity shares held by the shareholders; and
any other right as the Memorandum and Articles of Association of the Company may prescribe
in relation to the aforesaid equity shares of the Company.
3. Reserves & Surplus
31 March, 2013
Rs.
31 March, 2012
Rs.
General Reserve
Opening Balance 14,500,000 14,500,000
Less: Utilized during the year for bonus shares 14,000,000 -
Closing Balance 500,000 14,500,000
Statutory Reserve Fund
Opening Balance 3,399,506 -
Add: Transferred during the year 48,000 5,506
Add: Transferred for earlier year - 3,394,000
Balance c/f 3,447,506 3,399,506
Surplus/(Deficit) in the Statement of Profit & Loss
Opening balance (342,447) 3,029,528
Add: Profit/(Loss) for the year 239,680 27,531
Less: Transfer to Reserve Fund during the year 48,000 5,506
Less: Transfer to Reserve Fund for earlier year - 3,394,000
Net Surplus/(Deficit) at the end of the year (150,767) (342,447)
Total Reserves & Surplus 3,796,739 17,557,059
4. Trade Payables
Sundry Creditors 7,500,000 22,060
Other Advances 22,472 -
7,522,472 22,060
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5. Other Current Liabilities
Other Advances - 100,000
- 100,000
6. Short-term Provisions
Contingent Provision for Standard Assets 42,015 -
42,015 -
7. Non-Current Investments
Face
Value
31 March 2013 31 March 2012
Qty. Amount
(Rs)
Qty. Amount (Rs)
Other Investments
(a) Investments in
Equity Instruments
(Unquoted at cost)
Evergrow Dealmark
Pvt. Ltd.
10 - - 3,500 3,500,000
Grade vintrade Pvt.
Ltd.
10 - - 3,500 3,500,000
Leisure Vincom Pvt.
Ltd.
10 - - 6,500 6,500,000
Crystal Dealmark
Pvt. Ltd
10 1,100 1,100,000 4,600 4,600,000
Total of Non-Current
Investments
1,100,000 18,100,000
Details of Non-Current
Investments
Aggregate of Unquoted
Investments
1,100,000 18,100,000
8. Other Non-current Assets
31 March, 2013
Rs.
31 March, 2012
Rs
Preliminary Expenses 85,655 -
85,655 -
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9. Trade Receivables
(Unsecured, considered good)
31 March, 2013
Rs.
31 March, 2012
Rs
Over six months - -
Others 8,062,500 750,385
8,062,500 750,385
10. Cash and Cash Equivalents
31 March, 2013
Rs.
31 March, 2012
Rs
Balances with Banks in Current Account 182,147 565,435
Cash on hand 501,415 116,099
683,561 681,534
11. Short-term Loans and Advances (Unsecured, considered good)
31 March, 2013
Rs.
31 March, 2012
Rs
Loans and advances to
Related Parties - -
Others 17,311,124 -
Others
Balance with Income Tax Authorities (net of provisions) 89,834 147,200
17,400,958 147,200
12. Other Current Assets
Preliminary Expenses 28,552 -
28,552 -
13. Other Operating Revenue
Profit/(Loss) from intraday trading of shares - (1,127)
Interest on Loan 834,110 -
Income from share dealings - 750,385
834,110 749,258
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14. Other Income
Net gain/(loss) on sale of current Investments - 479,155
Dividend income 1,300 74,980
1,300 554,135
15. Changes in Inventories of Stock in Trade
Closing Stock - -
Less : Opening Stock Shares - 111,604
-
111,604
16. Employee Benefits Expense
Salaries to Staff 50,000 -
50,000 -
17. Other Expenses
Advertisement expenses - 9,848
Auditors' Remuneration
A Audit Fees 22,472 22,060
B Certification & other matters 412 -
Bank Charges 1,211 441
CDSL Charges 22,472 -
Contingent provision for sundry assets 42,015 -
Demat Charges 2,024 789
Filing Fees 8,500 12,180
Legal Charges 13,483 57,155
NSDL Expenses 22,472 -
Director's Sitting fees 15,000 -
Processing Fees for NSDL & CDSL 6,742
Proffessional Fees 7,500 2,759
Postage and Courier charges 3,900 25
Preliminary Expenses Written Off 28,552 -
Printing & Stationery expenses 29,375 2,932
General Expenses 38,460 550
Rates & Taxes - 2,500
Listing Fees - 11,581
Rent - 12,000
Security Transaction Tax 1,023 10,074
Share Transaction Charges 507 1,612
266,120 146,506
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18. Exceptional Items (Net)
Loss on sale of non-current Investments - 795,349
- 795,349
19. Earnings per share (EPS)
The following reflects the profit and share data used in the basic and diluted EPS computations:
2012-13 2011-12
Net Profit / (Loss) attributable to equity
shareholders
239,680 27,531
Weighted average number of equity shares in
calculating EPS 322,740 200,000
Nominal value of Equity Shares 10 10
Basic & Diluted EPS 0.74 0.14
20. Notes to Accounts:
a) Segment Reporting
The Company is predominantly engaged in the business of financial activities and is a 'Single
Segment' Company.
b) Related Party Disclosures
As per Accounting Standard 18 ‘Related Party Disclosures’, the disclosure of transactions with
related parties are given below:
(i) Names of the related parties and description of relationship
1 Key Management Personnel (KMP):
Shri Rakesh Kumar Mishra (w.e.f. 18/07/2011)
Shri Manoj Kumar Pandit (w.e.f. 01/06/2011)
Shri Dilip Kumar Shaw (w.e.f. 01/03/2011)
(ii) Related Party Transactions during the year:
There was no Related party transaction during the year to see disclose in term of AS - 18.
Key Management Personnel 31.03.2013 31.03.2012
1 Director's Sitting Fees 15,000 -
c) Accounting for Taxes on Income
As availability of future taxable income is not certain, on consideration of prudence, provision
for deferred tax assets is not made in term of AS 22, Accounting for Taxes on Income.
d) Details of dues to micro and small enterprises as defined under the MSMED Act,2006
On the basis of information available with the Company under the Micro, Small and Medium
Enterprises Development Act, 2006, there are no Enterprises to whom the Company owes dues
which are outstanding at year end. This has been relied upon by the Auditors.
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e) Particulars as required in terms of Paragraph 13 of Non-Banking Financial (Non-Deposit
Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 are given
by way of an Annexure to the financial statements.
f) Previous year figures have been recast/reclassified wherever appropriate to confirm to current
year's presentation as per revised Schedule VI notified under the Companies Act, 1956.
g) All the figures in these notes are in 'Rs' except otherwise stated.
For MAROTI & ASSOCIATES For and on behalf of the Board
Firm Registration No.: 322770E Dilip Kr Shaw
Chartered Accountants Director
Rakesh Kr Mishra
Director
M. K. MAROTI
Proprietor
M. No. 057073
9/12, Lal Bazar Street, "E" Block, 3rd Floor
Room No.2, Kolkata - 700 001
Dated : The 30th day of May, 2013
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Financial Results for the Quarter Ended December 31, 2013
(Rs. In Lacs)
Sr.
No.
Particulars
Quarter Ended
9 months ended Year
Ended
30.12.2013 (Unaudited)
30.09.2013 (Unaudited)
30.12.2012 (Unaudited)
30.12.2013 (Unaudited)
30.12.2012 (Unaudited)
31.03.2013 (Audited)
1 Income from
Operations
(a) Net Sales 119.94 151.50 - 473.94 - 82.24
(b) Other Operating
Income 2.39 - 3.55 2.39 5.89 8.34
(c) Other Income - - - - - -
Total Income from
Operations (Net) 122.33 151.50 3.55 476.33 5.89 90.58
2 Expenses
(a) Increase/ (Decrease)
in stock in trade - - - - - -
(b ) Purchase of traded
goods 118.75 150.00 - 468.75 - 83.64
(c) Staff Cost - - 0.90 - 0.50 0.50
(d) Depreciation - - - - - -
(e) Other Expenses 0.46 0.31 0.28 3.47 - 2.66
Total Expenses 119.21 150.31 1.18 472.22 0.50 86.80
3 Profit/(Loss) from
operations before other
income, finance costs
and exceptional Items
(1-2) 3.12 1.19 2.37 4.11 5.39 3.78
4 Other Income - - - - - 0.01
5 Profit/(Loss) from
ordinary activities
before finance Cost and
exceptional items (3 +
4) 3.12 1.19 2.37 4.11 5.39 3.79
6 Finance Costs
-
-
-
-
-
-
7 Profit/(Loss) from
ordinary activities after
finance Cost but before
exceptional Items (5+6) 3.12 1.19 2.37 4.11 5.39 3.79
8 Exceptional Items
-
-
-
-
-
-
9 Profit/(loss) from
Ordinary Activities
before Tax (7+8) 3.12 1.19 2.37 4.11 5.39 3.79
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10 Tax Expenses
-
-
-
-
-
1.40
11 Net Profit/(Loss) from
Ordinary Activities
after Tax (9-10) 3.12 1.19 2.37 4.11 5.39 2.39
12 Extra-Ordinary Items
(net of tax expenses)
-
-
-
- - -
13
Net Profit/(Loss) for
the period (11-12) 3.12 1.19 2.37 4.11 5.39 2.39
14
Paid Up Equity Share
Capital (Face Value Rs
10/-) 328.80 160.00 20.00 328.80 20.00 160.00
15
Reserves excluding
Revaluation Reserve as
per Balance Sheet of
Previous Accounting
Year - - - - - 37.97
16
Earnings per Share
(EPS) (In Rs.)
(a) Basic and diluted
EPS before
Extraordinary Items 0.10 0.07 1.19 0.13 2.70 0.15
(b) Basic and diluted
EPS after
Extraordinary Items 0.10 0.07 1.19 0.13 2.70 0.15
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PART- II
A
PARTICULARS OF
SHAREHOLDING
1 Public Shareholding
- Number of Shares 30,48,000 13,68,000 1,71,000 30,48,000 1,71,000 13,68,000
- Percentage of
Shareholding 92.93 85.50 85.50 92.93 85.50 85.50
2
Promoters and Promoter
Group Shareholding
a) Pledged / Encumbered
- Number of Shares - - - - - -
- Percentage of Shares
(as a % of the total - - - - - -
Shareholding of
Promoter & Promoter
group)
- Percentage of Shares
(as a % of the total - - - - - -
Share Capital of the
Company)
b) Non – encumbered
- Number of Shares 2,32,000 2,32,000 29,000 2,32,000 29,000 2,32,000
- Percentage of Shares
(as a % of the total 100 100 100 100 100 100
Shareholding of
Promoter & Promoter
group)
- Percentage of Shares
(as a % of the total 7.07 14.50 14.50 7.07 14.50 14.50
Share Capital of the
Company)
B
INVESTORS
COMPLAINTS
Pending at the beginning
of the quarter Nil Nil Nil Nil Nil Nil
Received during the
quarter Nil Nil Nil Nil Nil Nil
Disposed of during the
quarter Nil Nil Nil Nil Nil Nil
Remaining unresolved at
the end of the quarter Nil Nil Nil Nil Nil Nil
Notes:
1. The above un-audited financial results were reviewed by Audit committee and taken on
record by the Board at their respective meetings held on 24/1/2014.The above results have
undergone to limited review by the statutory auditors of the Company.
2. 16,80,000 numbers of Equity Shares have been issued during the quarter under review on
preferential basis.
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3. The Company has only one reportable segment and hence Accounting Standard AS -17
"Segment Reporting" issued by The Institute of Chartered Accountants of India (ICAI) is not
applicable.
4. Previous period's figures have been regrouped/rearranged wherever necessary.
Place : Kolkata By order of the Board
Dated : 24/01/2014 For Worth Investment & Trading Co. Ltd.
Sd/-
(Director)
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SECTION VII - OUTSTANDING LITIGATIONS
There are no outstanding or pending litigation, suit, criminal or civil prosecution, proceeding or tax
liabilities against our Company that would have a material adverse effect on our business and there
are no defaults, non-payment or overdue of statutory dues, institutional/ bank dues or dues payable to
holders of debentures, bonds and fixed deposits and arrears of preference shares (irrespective of
whether they are specified under Part I of Schedule XIII of the Act), that would have a material
adverse effect on our business.
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SECTION VIII
MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
1. Save as otherwise reproduced herein the regulations contained in the Table “A” in the forst
schedule to the Act shall not apply to the Company.
SHARE CAPITAL
6. The Share Capital of the company is as specified in clause 5 of the Memorandum of Association of
the Company.
14. The Company has power from time to time
INCREASE IN SHARE CAPITAL
The Company may, by ordinary resolution, –
i. Consolidate and divide all or any of its share capital into shares of larger amount than its existing
shares;
ii. Sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the
memorandum, subject, nevertheless, to the provisions of clause (d) of sub-section (1) of section 94 of
the Act;
iii. Cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed
to be taken by any person:
iv. Convert all or any of its fully paid up shares into stock & reconvert that stock into fully paid up
shares of any denomination.
REDUCTION IN SHARE CAPITAL 15. As per the provisions of the Company Act The company may from time to time by special
resolution reduce in any manner and with and subject to any incidental authorization and consent
required by law -
-its share capital;
-any capital redemption reserve account; or
-any securities premium account.
SURRENDER OF SHARES.
v. Subject to the provisions of Section 100 to 105 inclusive of the Act, the Board may accept from any
member the Surrender on such terms and conditions as shall be agreed of all or any of his shares.
REDEEMABLE PREFERENCE SHARES
5. Subject to the provisions of section 80, any preference shares may, with the sanction of an ordinary
resolution, be issued on the terms that they are, or at the option of the Company are liable, to be
redeemed on such terms and in such manner as the Company before the issue of the shares may
determine.
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CALLS ON SHARES
21. The Board may, from time to time, by a resolution passed in board meeting and subject to terms
on which any such shares have been issued and subject to the provision of section 91 of the act, make
such calls as they think fit upon the members in respect of all moneys unpaid on their shares held
by them respectively and not by the conditions of allotment thereof made payable at fixed times and
each member shall pay the amount of every call so made on him to the person and at the time and
places appointed by directors. A call may be made payable by instalments.
22. A call shall be deemed to have been made at the time when the resolution of the Board authorizing
the call was passed.
23. Not less than 14 (fourteen) days notice of any call shall be given specifying the time and place of
payment and to whom such call shall be paid.
24(i). If the sum payable in respect of any call or instalment be not paid on or before the day
appointed for the payment thereof, the holder for the time being of the share in respect of which the
calls shall have been made or the instalment shall be due, shall pay interest for the same @ 12% Per
Annum from the day appointed for the payment thereof to the time & actual payment or at such other
rate as the Director may determine.
24(ii). The Board shall be at liberty to waive payment of any such interest wholly or in part.
25. If by this conditions of allotment of any shares, the whole or part of the amount of issue price
thereof shall be payable by instalments, every such amount or issue price, or instalment thereof shall
be payable as if it were a call duly made by the directors and of which due notice had been given and
all the provisions contained herein shall relate to such amount or instalment accordingly.
27. The Board may, if it thinks fit, receive from any member willing to advance the same, all or any
part of the moneys due, uncalled and unpaid upon any shares held by him; and upon all or any of the
moneys so advanced, may (until the same would, but for such advance, become presently payable)
pay interest at such rate, as may be agreed upon between the Board and the member paying the sum in
advance. Money so paid in excess shall not rank for dividend or confer right to participate in profits
until appropriated towards satisfaction of any cause & shall be treated as a loan to company and not as
a part of capital and shall be repayable at any time if Directors so decide.
29. A call may be revoked or postponed at the discretion of the Board.
Members who are registered jointly in respect of a share shall be severally as well as jointly liable for
the payments of all instalments and calls due in respect of such shares.
FORFIETURE AND LIEN ON SHARES
30. If any member fails to pay any call or instalments on or before the day appointed for the payment
of the same, the Directors may at any time thereafter, during such time as the call or instalment
remains unpaid, serve a notice, on such member requiring him to pay the same, together with any
interest, that may have accrued and all the expenses that may have been incurred by the Company, by
the reasons of such non-payment.
32. If the requisitions of any such notice as aforesaid be not complied with, any shares in respect of
which such notice has been given may, at any time thereafter, before the payment of all calls or
instalments, interests and expenses, due in respect thereof, be Forfeited by resolution of the Board to
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that effect. Such forfeiture shall include all Dividends declared in respect of forfeited shares and not
actually paid before the forfeiture.
TRANSFER OF SHARES
46. Save as provided in section 108 of the Act, no transfer of a share shall be registered unless a
proper instrument of transfer duly stamped and executed by or on behalf of the transferor has been
delivered to the company together with the certificate or if no such certificate is in existence the letter
of Allotment of the shares. The instrument of transfer of any share shall specify the name, address and
occupation (if any) both of the transferor and of the transferee and the transferor shall be deemed to
remain member in respect of such share until the name of the transferee is entered in the Register in
respect thereof: each signature to such transfer shall be duly attested by the signature of one witness
who shall add his address and occupation.
The Transferor shall however, be deemed to remain the holder of such shares or debentures,
until the name of the Transferee is entered in the register in respect thereof. Provided that, where on
application in writing made to the company by the Transferee and bearing the stamp required for the
instrument of transfer it is proved to the satisfaction of the Board that the instrument of transfer signed
by or on behalf of both the Transferor and Transferee has been lost, the Company may register the
Transfer on such terms as to indemnity as the Board may think fit. Provided further that, noting in this
clause shall prejudice any power of the company to register as shareholder or debenture holder any
person to whom the right to any such shares or debentures of the company has been transmitted by
the operation of law.
TRANSMISSION OF SHARES
20 (c). On the death of a member, the survivor or survivors where the member was a joint holder, and
his legal representatives or nominee where he was a sole holder, shall be the only persons recognized
by the Company as having any title to his interest in the shares.
59(1). If the person so becoming entitled under Transmission Article shall elect to be a registered
holder of the share himself he shall deliver or send to the Company a notice in writing signed by him
stating that he so elects.
59(2). If the person aforesaid shall elect to transfer the share, he shall testify his election by executing
an instrument of the share.
59(3). All the limitation, restrictions, and provisions of these Articles relating to the right to transfer
and the registration of instruments of transfer of share shall be applicable to any such notice or
transfer as aforesaid as if the death, lunacy, bankruptcy or insolvency of the member had not occurred
and notice or transfer were signed by the member.
The Board shall, in either case, have the same right to decline or suspend registration as it would have
had, if the deceased or insolvent member had transferred the share before his death or insolvency.
GENERAL MEETING
75. The Statutory Meeting of the Company shall, as required by section by section 165 of the act, be
held at such time not being less than one month not more than six months from the date at which the
company is entitled to commence the business and at such place as the board may determine, and the
board shall comply with the other requirements of that section as to the report to be submitted and
otherwise.
76. The company shall in addition to any other meeting, in each year hold a General meeting its
Annual General meeting in accordance with provisions of section 166 of the Act, within such
intervals as are specified in Section 166(1) and subject to the provisions of Section 166 (2) of the Act,
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at such time and place as may be determined by the board. Each such meeting shall be called as
Annual General Meeting and shall be specified as such in the notice concerning the same.
77. Any general meeting other than the annual general meeting shall be called extraordinary general
meeting The Board may whenever it thinks fit, call an extraordinary general meeting. Such meetings
may be called either at the discretion of the Board or on requisition of the shareholders as per the
provisions of section 169 of the Act.
MANAGEMENT
Subject to the provisions of the Act, the control of the Company shall be vested in the Directors who
may exercise all such powers of the Company as are not, the Act or any statutory modification thereof
for the time being in force or by these Articles required to be exercised by the Company in General
Meeting, subject nevertheless to such regulations, not inconsistent with aforesaid provision, as may be
prescribed by the company in General Meeting, but no such regulations shall invalidate any prior act
of the Directors which would have been valid if that regulation had not been made.
131. Subject to the provision in the preceding clause, the Director may from time to time delegate to
any Director or Directors or Committee of Directors any of such powers exercisable under these
presents by the Directors as they may think fit and may confer such powers for such time to be
exercised for such objects and purposes and upon such terms and conditions as they think fit and may
confer such from time to time revoke, withdraw, alter or vary all or any of such Powers.
101. Unless otherwise determined by the company in General Meeting, the number of Directors shall
not be less than three (3), and not more than twelve (12).
102. The persons hereinafter named shall become and be the first Directors of the Company,
1. Shri Jai Kishan Mohta
2. Shri Luxmi Kumar Mohta
3. Shri Jai Kishan Daga
104 (2). If at any time the company obtains any loans from any financial or other institutions or enters
into underwriting arrangements with such financial institutions or other persons ( hereafter referred to
as “Corporation”), and it is a term of such loan or underwriting arrangements that the Corporation
shall have the right to appoint one or more Directors to the Board of the Company, then subject to the
terms and condition of such loans or underwriting arrangements the Corporation shall be entitled to
appoint one or more Directors as the case may be, to the Board of Company, and to remove from
office any Director so appointed , and to appoint another who resigns or vacates otherwise. The
Director so appointed shall not be liable to retire by rotation of Director in accordance with the
provision of these Articles nor shall he or they be required to hold any qualification shares. Such
Director shall be referred to as “Ex-Officio Director or Directors” for the purpose of these Articles.
104 (3). In connection with any collaboration arrangement with any company or corporations or firms
or person for the supply of technical know-how, and /or machinery or technical advice, the Directors
may authorize such company, corporations, firm or person ( hereinafter in this clause referred to as
“Collaborator”) to appoint , from time to time, any person or persons as a Director or Directors of the
Company and may agree that such Director shall not be liable to retire by rotation and need not to
possess any qualification shares to qualify him for the office of such Director. However, such Director
shall hold office so long as such collaboration arrangements remain in force unless otherwise agreed
between Company and Collaborator.
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106. Unless otherwise determined by the company in General Meeting, it shall not be necessary for a
Director to hold any qualification shares.
107. Every Director shall be paid a fee of Rs 250/- or such other amount as may be determined by the
Board for every meeting of the Board or Committee thereof attended by him.
107. Without prejudice to the generality any of the foregoing Article, if any director, being willing
shall be called upon to perform extra or to make any special exertion in going or residing away from
the usual place of his residence for any of the purposes of the Company or in giving special attention
to the business of the company or as a member of a Committee of the Board then subject to section
198, 309(3), 310, 314 0f the Act, the Board may remunerate the Director so doing either by fixed sum
or by a percentage of profits or otherwise and such remuneration may be either in addition to or in
substitution for other remuneration to which he may be entitled.
The directors shall receive such remuneration for their services as may from time to time be
determined by the company in General Meeting.
107. In addition to the remuneration payable to the directors, the directors may be paid all travelling,
hotel and other expenses properly incurred by them.
(a) In attending and returning from meetings of the Board of Directors or any Committee
thereof.
(b) In connection with the business of the Company.
111. If any vacancy occurs in the Board of Directors it may be filled up in accordance with the
provisions of Section 283 of the Act. Any person chosen shall retain his office so long only as the
vacating Director would have retained the same if no vacancy had occurred. The continuing Directors
may act notwithstanding any vacancy in their body so long as the number fall below the minimum
above fixed and so long the number is below the minimum the Directors shall not act except for the
purpose of filling up such vacancies. Provided that any act done in good faith by a Director whose
office becomes vacant in pursuance to any of the provisions contained in section 283 of the Act shall
be valid unless prior to the doing of such act written notice has been served upon the Director or an
entry has been made in Director’s minute book stating that such Director has ceased to be a Director
of the Company.
112. The Board may appoint any person to act as alternate Director for a Director during the latter’s
absence for a period of not less than three (3) months from the State in which meeting of the Board
are ordinarily held and such appointee whilst he holds office as an alternate director, shall be entitled
to notice of meeting of the Board and to attend and vote thereat accordingly ; but he shall ipso facto
vacate office it, and when the absent Director returns to the state in which meetings of, the Board are
ordinarily held or the absent director vacates office as a Director. An Alternate Director shall also not
hold office as such for a period longer than that permissible to the original Director in whose place he
was appointed.
134. Save in those cases where a resolution is required by section 262, 292, 297, 299, 308, 316, 372,
and 386 of the Act, to be passed at a meeting of the Board, a resolution shall be valid and effectual as
if it has been passed at a meeting of Board or Committee of the Board, as the case may be, duly called
and constituted, if a draft hereof in writing is circulated, together with necessary papers, if any, to all
Director, or to all members of the Committee of the Board, as the case may be, then in India (not
being less in number than the quorum fixed for a meeting of Board or Committee, as the case may be)
and to all other Director or members of Committee at usual address in India and has been approved by
such of them as are then in India or by a Majority of such of them as are they in India or by a majority
of such of them as are entitled to vote the resolution.
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135. The Directors may, subject to the provisions of the Act, appoint one or more Directors to be
Managing Director(s), or whole time Director(s), or Director-in- charge of the Company for such
period and on such terms and with such power and with such remuneration (whether by way of salary,
or Commission or participation in profits or partly in one way and party in another), as they may
think fit, and remove or dismiss him or them from office and appoint another or others in his or their
place(s).
136. Subject to Provisions of the Act, in particular to the prohibitions and restrictions contained in
Section 292 thereof, the Board may, from time to time, entrust to and confer Upon a Managing
Director for the time being such of the powers, exercisable under these presents by the Directors as it
may think fit and may confer such powers for such time and to be exercised for such objects and
purposes and upon such restrictions as it thinks fit; and it may Confer such powers, either collaterally
with or to the exclusion of and in substitution for all or any of the powers of the Directors in that
behalf and may from time to time revoke, with- draw, alter or vary all or any of such powers.
138. A Managing Director shall, in addition to the remuneration payable to him as a Director of the
Company Under these articles, receive such additional remuneration as may from to time, be
sanctioned by the Board.
126. Subject to the provisions of Section 285 of the Act, the Board shall meet together at least once in
every three months and at least four such meetings shall be held in every year, subject to the forgoing,
the Board may adjourn and otherwise regulate its meetings and proceedings as it thinks fit. Notice in
writing of every meeting of the Board shall be given to every Director for the being in India, and at
his usual address in India.
SEAL
150. The Director shall provide a Common Seal for the purpose of the Company and shall have power
from time to time to destroy or alter the same and substitute a new Seal in lieu thereof.
152. The Company shall have a common seal and the Board shall provide for the safe custody of the
seal and shall determine the place and manner of use of such seal and confer the authority for its use
to such persons as they shall from time to time designate.
DIVIDEND
163. Subject to sections 205 and 206 of the Act, there may from time to time be paid to Members
such dividends, interim or otherwise, as may appear, to the Board to be justified by the profits of the
company.
160. No larger dividend shall be declared than is recommended by the Board, but the Company in
general meeting may declare a smaller dividend.
161. Subject to the provisions of Section 205 of the Act, no dividend shall be payable except out of
profits of the Company or out of moneys provided by the Central or a State Government for the
payment of dividend in pursuance of any guarantee given by such Government and no dividend shall
carry the interest against the company.
167. A transfer of shares shall not pass the rights to any dividend thereon before the registration of the
transfer by the company.
168. Unless otherwise directed, any dividend, interest or other moneys payable in cash in respect of
shares may be paid by cheque or warrant sent though post to the registered address of the member as
appearing in the registered of members and in the case of members registered jointly to the registered
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address of the first named in the register or to such address as the member or members as the case
may be, may direct and every cheque or warrant shall be made payable to the order of the person to
whom it is sent. In case of Joint holders, it may be sent to the registered address of that joint holder,
whose name stands first on the register in respect of joint holding, or to such person and such address
as the member or person entitiled or such joint holder, as the case may be, may in writing direct.
169. Unclaimed dividends will be regulated in accordance with the provisions .of the Companies Act
1956.
All dividends shall be paid proportionately to the amounts paid or credited as paid on the shares or
unless the terms of issue otherwise provide, shall carry dividend only for the period from the date of
allotment.
ACCOUNTS
172. The Board shall cause to be kept in accordance with. Section 209 of the Act proper books of
account with respect to :-
(a) All sums of money received and expended by the Company and the matters in respect of which the
receipt and expenditure has taken place.
(b) All sales, and Purchases of the goods by the company.
(c) The assets and liabilities of the company,
173. The books of account shall be kept at the registered office or at such other place in India as the
Board thinks fit, and shall be open to inspection by any Director during business hours.
174. The Board shall from time to time determine whether and to what extent and at what times and
places under what conditions or regulations, the books of account and books and documents of the
Company, other than those in respect of which right of inspection by members is conferred by law,
shall be open to the inspection of the member ( not being Directors) and no member( not being a
Director) shall have any right of inspecting any books of account or book or document of the
Company except as conferred by law or authorized by the Board or by the Company in General
Meeting.
SECRECY
197. Every Directors, author, trustee, member of the committee, officer, servant, agent, accountant or
other persons employed in the business of the company shall observe strict secrecy respecting all
transaction of the company with the customers and the state of accounts with individuals and the
matters relating thereto shall not reveal any of the matters which may come to his or their knowledge
in the discharge of his or their duties except when required to do by the Directors or by a court of law
and except so far as may be necessary in order to comply with any of the provisions in these presents
contained.
198. No member shall be entitled to require the discovery of or any information respecting any details
of the company’s trading or any matter which is or may be in the nature of trade secret, mystery of
trade or secret process which may relate to the conduct of the business of the Company and which in
the opinion of the Directors it will be inexpedient in the interest of the Company to communicate.
INDEMNITY
201 (a). Subject to provisions of Section 201 of the Companies Act, 1956 the Directors, Auditors,
Secretary and other officers for the time being of the Company and their heirs, executors and
administrators respectively shall be indemnified out of the funds of the Company from and against all
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suits, proceedings costs, losses, damages and expenses which they or any of them shall or may incur
or sustain by reason of any act done or omitted in or about the execution of their duty in their
respective offices, except such (if any) as they shall or may incur or sustain by or through their own
willful neglect or default respectively and no such officers shall be answerable or the acts, receipts,
neglects or defaults of any other officer or for joining in any receipts for the sake of conformity or for
the honesty of any bankers or other persons with whom any moneys or effects belonging to the
company may be lodged or deposited, for safe custody or for any insufficiency or deficiency or any
security upon which any moneys of the company shall be invested or for any other loss or damage due
to any such cause aforesaid or which may happen in or about the execution of his office unless the
same shall happen through the willful neglect or default of such officer.
201 (b). Subject to the provisions of Section 201 of the Act, no Director or other Officer of the
Company shall be liable for the acts, receipts, respect of any other Director or Officer of for joining
in any receipt or other act for conformity or for any loss expenses happening to the company through
the insufficiency or deficiency of title to any property acquired by order of the Directors for or on
behalf of the company or for the Insufficiency or deficiency of any security In or upon which any of
the moneys of the company shall be invested or any loss or damage arising from the bankruptcy,
insolvency or tortuous act of any person with whom any moneys, securities, or effects shall be
deposited or for any loss occasioned by an error of judgment on oversight on his part, or for any loss,
damage or misfortunes whatever which shall happen in the execution of the duties of his office or in
relation thereof unless the same happens through his own dishonesty.
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SECTION IX - OTHER INFORMATION
MATERIAL DOCUMENTS FOR INSPECTION
The copies of the following documents will be available for inspection at the Registered Office from
10.00 am to 4.00 pm on Working Days
1. Certificate of Incorporation of the Company.
2. Memorandum and Articles of Association of the Company as amended from time to time.
3. Copies of Annual Report of the Company for the last five years.
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DECLARATION
All relevant provisions of the Companies Act, 1956, and the guidelines issued by the Government of
India or the regulations issued by Securities and Exchange Board of India, applicable, as the case may
be, have been complied with and no statement made in this Information Memorandum is contrary to
the provisions of the Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or
the rules made or guidelines or regulations issued there under, as the case may be, and that all
approvals and permissions required to carry on the business of the Company have been obtained, are
currently valid and have been complied with. We further certify that all the statements in this
Information Memorandum are true and correct.
For Worth Investment and Trading Co. Limited
Sd/-
Rakesh Kumar Mishra
Executive Director
Date: June 2 , 2014
Place: Kolkata