Our Company certifies that except as stated herein, there is no outstanding or pending litigation, suit, economic offence, criminal or civil prosecution, proceeding, proceeding initiated for offence (irrespective of whether specified in paragraph (I) of Part I of Schedule XIII of the Companies Act) or litigation for tax liabilities against our Company, our Directors or our Promoter or Promoters Group companies and there are no defaults to banks/financial institutions, non-payment of or overdue statutory dues, or dues towards holders of any debentures, bonds and fixed deposits and arrears of preference shares, other unclaimed liabilities of our Company and no disciplinary action has been taken by SEBI or any stock exchanges against our Company, our Promoters, the Directors and Promoter Group Companies.
Further, except as stated herein, there are no past cases in which penalties have been imposed on our Company, the Promoters, the Directors or the Promoters Group, and there is no outstanding litigation against any other Company whose outcome could have a material adverse effect on the position of our Company. Further, there are no cases of litigations, defaults etc. in respect of Companies/firms/Ventures with which the Promoters were associated in the past but are no longer associated, in respect of which the name(s) of the Promoters continues to be associated.
Further, except as stated herein, there are no show-cause notices / claims served on our Company, our Promoters, our Directors or Promoter Group from any statutory authority / revenue authority that would have a material adverse affect on our business.
Notices received by the Company:
6. Our Company has received a arrear demand notice u/s. 143(1) of the Income Tax Act, 1961 from the Asst Commissioner Of Income Tax – CPC (Bangalore) amounting to ` 7,982/- for the Assessment Year 2007-08. Our Company has replied to this notice and requested for the rectification order u/s. 154 of the Income Tax Act, 1961 as there was an error on the part of the Income Tax Department by not taking into consideration the amount of Tax Deducted at Source (TDS) while calculating the amount of arrear demand. The same is now pending at the Income Tax Department’s end.
Past cases in which penalties have been imposed on the company
Except as stated below, there are no cases in the last five years in which penalties have been imposed on the Company: 7. Our Company opted to pay the Profession Tax dues in the amnesty scheme during the Financial Year 2007 -08.
While paying such dues, our Company paid `.390 as a penalty on account of non-payment of Profession Tax on time for the previous years.
Material Developments
Except as stated in the chapter titled “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” beginning on 152 of the Prospectus and our “Financial Statements” included herein, no material developments have taken place after March 31, 2012, the date of the latest balance sheet, that would materially adversely affect the performance ofour Company. In accordance with SEBI requirements, our Company and the Lead Manager shall ensure that investors are informed of material developments until such time as the grant of listing and trading permission by the Stock Exchange.
GOVERNMENT AND OTHER APPROVALS
In view of the approvals listed below, we can undertake this Issue and our present business activities and no further major approvals from any governmental or regulatory authority or any other entity are required to undertake this Issue and our present business activities.
It must, however, be distinctly understood that in granting the above approvals, the Government and other authorities do not take any responsibility for the financial soundness of our Company or for the correctness of any of the statements or any commitments made or opinions expressed.
Approvals for the Issue
(a) The Board of Directors has, pursuant to a resolution passed at its meeting held on October 21, 2011 authorized the Issue, subject to the approval by the shareholders of our Company under section 81(1A) of the Companies Act. (b) The shareholders have, pursuant to a special resolution at the Extraordinary General Meeting held on November 15,
2011 under section 81(1A) of the Companies Act, authorised the Issue.
(c) In principal approval for using its name in the Prospectus dated July 09, 2012 from the BSE. Corporate related approvals
Sr. No. Nature of License/Approvals Authority Particulars of License/Approvals Granted on Validity Period 1. Certificate of Incorporation Companies, Mumbai Registrar of U74140MH1999PTC120470 Corporate Identity Number: June 22, 1999 Perpetual
2. Fresh Certificate of Incorporation consequent upon change of name on conversion to Public Limited Company Registrar of
Companies, Mumbai U74140MH1999PLC120470 Corporate Identity Number: November 18, 2011 Perpetual
Business related approvals / General approvals Sr. No. Nature of License/Approvals Authority Particulars of License/Approvals Validity Period 1. Registration Certificate of Establishment under Bombay Shops and Establishment Act
Inspector, Bombay Shops & Establishments Act, 1948
Regn. No. 760227274 / Commercial II, granted on
November 16, 2011
Valid till 31.12.2012 2.
Permanent Account Number under the Income Tax Act, 1961
Income Tax Department,
Government of India AADCS1824J Perpetual
3. Tax Deduction Account Number (TAN) under the Income Tax Act, 1961
Income Tax Department,
Government of India MUMS68220F Perpetual
4. Service Tax Registration Number Registration Unit, Service Tax The Superintendent, Central
– I, Dn-II, Mumbai AADCS1824JSD005 Perpetual
Sr. No. Nature of License/Approvals Authority Particulars of License/Approvals Validity Period under Maharashtra State
Tax on Professions, Trades, Callings and Employments Act, 1975
Mumbai
6.
Professional Tax Registration Number under Maharashtra State Tax on Professions, Trades, Callings and Employments Act, 1975
Profession Tax Officer, Profession Tax Division,
Mumbai P.T.R.C. No. 27815200982P Perpetual
In terms of section 45-IA of the RBI Act, 1934 it is mandatory for a company to obtain Certificate of Registration (CoR) from RBI before commencing or carry on business of a non-banking financial institution. In this regard, it is further clarified by RBI through a press release (Ref. No. 1998-99 / 1269) dated April 8, 1999 that in order to identify a particular company as an NBFC, it will consider both the assets and the income pattern as evidenced from the last audited balance sheet of the company to decide its principal business. A company will be treated as an Non-Banking Financial Company (NBFC), if its (a) financial assets are more than 50 percent of its total assets (netted off by intangible assets); and (b) income from financial assets are more than 50 percent of the gross total income. Both these tests are required to be satisfied as the determinant factor for principal business of the company.
As on the date of the Prospectus, our Company is not required to obtain registration as an NBFC with the RBI for carrying on the investment activities. However, our Company will obtain the necessary registration when it becomes applicable.
Pending Approvals
We have applied for following Approvals and yet to be received by our company:
Sr.
No. Nature of License/Approvals Class Application No.
Application
Date Status
OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue
The Issue has been authorised by a resolution of the Board dated October 21, 2011. The shareholders have authorised the Issue by a special resolution passed pursuant to section 81(1A) of the Companies Act at the EGM of our Company held on November 15, 2011.
Our Company has obtained in-principle approval from the SME Platform of BSE for using its name in the Prospectus pursuant to letter dated July 09, 2012. BSE is the Designated Stock Exchange.
Prohibition by SEBI
Our Company, our Directors, our Promoters, the Promoter Group or the person(s) in control of our Company have not been debarred from accessing the capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI or the RBI or any other regulatory or governmental authority. The listing of any securities of our Company has never been refused at any time by any of the stock exchanges in India.
The companies, with which any of the Promoters, Directors or persons in control of our Company are or were associated as promoters, directors or persons in control, have not been debarred from accessing the capital markets under any order or direction passed by SEBI or the RBI or any other regulatory or governmental authority.
Further, none of our Directors are or were directors of any company whose shares were (a) suspended from trading by stock exchange(s) for more than 3 months during the five years prior to the date of filing the Prospectus or (b) delisted from the stock exchanges.
None of the Directors, except Mr. Gauri Shankar Bajaj and Ashok Khajanchi are associated in any manner with the securities market. Mr. Gauri Shankar Bajaj is associated with securities market as a sub-broker having SEBI registration No. INSO12440116 / 01 – 07277 and Mr. Ashok Khanjanchi is associated with the securities market as a REMISIER having registration number R / 0089 / 009612 / 17 //02 /2006. We confirm that no action has been initiated against these entities.
Prohibition by RBI
Our Company, our Directors, our Promoters, the relatives (as defined under the Companies Act) of our Promoter, the Promoter Group and companies in which our Directors, Promoter are associated as directors or promoter have not been declared as willful defaulters by RBI or any other governmental authorities, except as details provided in the chapter “Outstanding Litigations, Material Developments and Other Disclosures” beginning on page 162 of the Prospectus.
Eligibility for the Issue
Our company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations; and this Issue is an “Initial Public Offer” in terms of the SEBI (ICDR) Regulations.
Our company is eligible for the Issue in accordance with Regulation 106(M)(1) and other provisions of Chapter XB of the SEBI (ICDR) Regulations, as we are an issuer whose post issue paid up capital is less than 10 Crores and we may hence issue shares to the public and propose to list the same on the Small and Medium Enterprise Exchange ( in this case being the “SME Platform of BSE”).
We confirm that:
a) In accordance with Regulation 106(P) of the SEBI (ICDR) Regulations, this issue is hundred percent underwritten and that the Lead Manager to the Issue has underwrite more than 15% of the Total Issue Size. For further details pertaining to said underwriting please refer to “General Information – Underwriting” on page 42 of this
Prospectus.
b) In accordance with Regulation 106(R) of the SEBI (ICDR) Regulations, we shall ensure that the total number of proposed allottees in the issue is greater than or equal to fifty, otherwise, the entire application money will be refunded forthwith. If such money is not repaid within eight days from the date our Company becomes liable to repay it, then our Company and every officer in default shall, on and from expiry of eight days, be liable to repay such application money, with interest as prescribed under Section 73 of the Companies Act.
c) In accordance with Regulation 106(O) the SEBI (ICDR) Regulations, we have not filed any Draft Offer Document with SEBI nor has SEBI issued any observations on our Offer Document. Also, we shall ensure that our Lead Manager submits the copy of Prospectus along with a Due Diligence Certificate including additional confirmations as required to SEBI at the time of filing the Prospectus with Stock Exchange and the Registrar of Companies. d) In accordance with Regulation 106(V) of the SEBI (ICDR) Regulations, we hereby confirm that have entered into
an agreement with the Lead Manager and a Market Maker to ensure compulsory Market Making for a minimum period of three years from the date of listing of equity shares on the SME Platform of BSE. For further details of the arrangement of market making please refer to “General Information – Details of the Market Making Arrangements for this Issue” on page 42 of this Prospectus.
We further confirm that we shall be complying with all the other requirements as laid down for such an issue under Chapter XB of SEBI (ICDR) Regulations, as amended from time to time and subsequent circulars and guidelines issued by SEBI and the Stock Exchange.
As per Regulation 106(M)(3) of SEBI (ICDR) Regulations, 2009, the provisions of Regulations 6(1), 6(2), 6(3), Regulation 7, Regulation 8, Regulation 9, Regulation 10, Regulation 25, Regulation 26, Regulation 27 and Sub- regulation (1) of Regulation 49 of SEBI (ICDR) Regulations, 2009 shall not apply to us in this Issue.
Our Company is also eligible for the Issue in accordance with eligibility norms for Listing on SME Exchange / Platform BSE circular dated April 19, 2012, which states as follows:
1. Net Tangible assets of at least ` 1 crore as per the latest audited financial results
2. Net worth (excluding revaluation reserves) of at least ` 1 crore as per the latest audited financial results
3. Track record of distributable profits in terms of sec. 205 of Companies Act, 1956 for at least two years out of immediately preceding three financial years and each financial year has to be a period of at least 12 months. Extraordinary income will not be considered for the purpose of calculating distributable profits. Otherwise, the networth shall be at least ` 3 crores.
4. The post-issue paid up capital of the company shall be at least ` 1 crores
5. The company shall mandatorily facilitate trading in demat securities and enter into an agreement with both the depositories.
6. Companies shall mandatorily have a website
7. The Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR). 8. There is no winding up petition against the Company that has been accepted by a Court.
We confirm that we comply with all the above requirements / conditions so as to be eligible to be listed on the SME Platform of the BSE.
Disclaimer Clause of SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF OFFER DOCUMENT TO THE